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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q 
(Mark One)
    ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 
For the quarterly period ended September 30, 2026
OR
    ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 1-12993
ALEXANDRIA REAL ESTATE EQUITIES, INC.
(Exact name of registrant as specified in its charter)
Maryland
 
95-4502084
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer Identification Number)
 26 North Euclid Avenue, Pasadena, California 91101
(Address of principal executive offices) (Zip code)
(626) 578-0777
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
ARE
New York Stock Exchange
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 ☒  No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes ☒  No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Smaller reporting company 
☐
Accelerated filer 
☐
Emerging growth company 
☐
Non-accelerated filer
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒
As of October 15, 2026, 174,160,645 shares of common stock, par value $0.01 per share, were outstanding.
i
TABLE OF CONTENTS
 
 
Page
 
 
 
 
Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 ..................................................
 
Consolidated Financial Statements for the Three and Nine Months Ended September 30, 2026 and 2025:
 
Consolidated Statements of Operations ...................................................................................................................
 
 
Consolidated Statements of Comprehensive Income ............................................................................................
 
 
 
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025 ...................
 
 
Notes to Consolidated Financial Statements ....................................................................................................................
 
OPERATIONS ........................................................................................................................................................................
 
 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK .........................................................
 
 
CONTROLS AND PROCEDURES .....................................................................................................................................
LEGAL PROCEEDINGS ......................................................................................................................................................
RISK FACTORS ....................................................................................................................................................................
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS ...................................................
OTHER INFORMATION .......................................................................................................................................................
EXHIBITS ...............................................................................................................................................................................
 
 
SIGNATURES .................................................................................................................................................................................................
ii
GLOSSARY
The following abbreviations or acronyms that may be used in this document
have the meanings set forth below:
ASU
Accounting Standards Update
ATM
At the Market
CAD
Canadian Dollar
CIP
Construction in Progress
EPS
Earnings per Share
FASB
Financial Accounting Standards Board
FFO
Funds From Operations
GAAP
U.S. Generally Accepted Accounting Principles
IRS
Internal Revenue Service
JV
Joint Venture
Nareit
National Association of Real Estate Investment Trusts
NAV
Net Asset Value
NYSE
New York Stock Exchange
REIT
Real Estate Investment Trust
RSF
Rentable Square Feet/Foot
SEC
Securities and Exchange Commission
SF
Square Feet/Foot
SoDo
South of Downtown submarket of Seattle
SOFR
Secured Overnight Financing Rate
U.S.
United States
USD
U.S. Dollar
VIE
Variable Interest Entity
1
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Alexandria Real Estate Equities, Inc.
Consolidated Balance Sheets
(In thousands)
September 30, 2026
December 31, 2025
(Unaudited)
Assets
Investments in real estate
$28,426,999
$28,689,996
Investments in unconsolidated real estate joint ventures
28,580
30,677
Cash and cash equivalents
508,855
549,062
Restricted cash
4,908
4,693
Tenant receivables
6,168
6,672
Deferred rent
1,210,911
1,179,403
Deferred leasing costs
452,164
458,311
Investments
1,735,673
1,501,249
Other assets
1,677,464
1,661,772
Total assets
$34,051,722
$34,081,835
Liabilities, Noncontrolling Interests, and Equity
Unsecured senior notes payable
$10,820,687
$12,047,394
Junior subordinated notes payable
985,143
—
Unsecured senior line of credit and commercial paper
1,091,166
353,161
Accounts payable, accrued expenses, and other liabilities
2,604,418
2,397,073
Dividends payable
131,999
127,771
Total liabilities
15,633,413
14,925,399
Commitments and contingencies
Redeemable noncontrolling interests
9,119
58,788
Alexandria Real Estate Equities, Inc.’s stockholders’ equity:
Common stock
1,708
1,705
Additional paid-in capital
14,839,182
15,497,760
Accumulated other comprehensive loss
(33,691)
(29,395)
Alexandria Real Estate Equities, Inc.’s stockholders’ equity
14,807,199
15,470,070
Noncontrolling interests
3,601,991
3,627,578
Total equity
18,409,190
19,097,648
Total liabilities, noncontrolling interests, and equity
$34,051,722
$34,081,835
The accompanying notes are an integral part of these consolidated financial statements.
2
Alexandria Real Estate Equities, Inc.
Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026
2025
2026
2025
Revenues:
Income from rentals
$653,618
$735,849
$1,949,841
$2,216,303
Other income
17,564
16,095
55,147
55,839
Total revenues
671,182
751,944
2,004,988
2,272,142
Expenses:
Rental operations
227,931
239,234
659,409
690,062
General and administrative
40,915
29,224
112,461
89,027
Interest
79,687
54,852
208,613
161,024
Depreciation and amortization
304,419
340,230
914,244
1,028,415
Impairment of real estate
637,904
323,870
865,873
485,630
Total expenses
1,290,856
987,410
2,760,600
2,454,158
Equity in earnings (losses) of unconsolidated real estate joint
ventures
75
201
341
(9,327)
Investment income (losses)
23,990
28,161
152,635
(52,453)
(Loss) gain on early extinguishment of debt
(3,323)
(107)
363,112
(107)
Gain on sales of real estate
—
9,366
—
22,531
Net loss
(598,932)
(197,845)
(239,524)
(221,372)
Net income attributable to noncontrolling interests
(38,754)
(34,909)
(109,292)
(127,323)
Net loss attributable to Alexandria Real Estate Equities, Inc.’s
stockholders
(637,686)
(232,754)
(348,816)
(348,695)
Net income attributable to unvested restricted stock awards
(766)
(2,183)
(2,603)
(7,452)
Net loss attributable to Alexandria Real Estate Equities, Inc.’s
common stockholders
$(638,452)
$(234,937)
$(351,419)
$(356,147)
Net loss per share attributable to Alexandria Real Estate Equities,
Inc.’s common stockholders:
Basic
$(3.74)
$(1.38)
$(2.06)
$(2.09)
Diluted
$(3.74)
$(1.38)
$(2.06)
$(2.09)
The accompanying notes are an integral part of these consolidated financial statements.
3
Alexandria Real Estate Equities, Inc.
Consolidated Statements of Comprehensive Income
(In thousands)
(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Net loss
$(598,932)
$(197,845)
$(239,524)
$(221,372)
Other comprehensive (loss) income
Change in foreign currency translation adjustments:
Unrealized foreign currency translation (losses)
gains arising during the period
(664)
(4,788)
(4,273)
14,049
Reclassification of gains
—
—
(23)
—
Unrealized (losses) gains on foreign currency
translation, net
(664)
(4,788)
(4,296)
14,049
Total other comprehensive (loss) income
(664)
(4,788)
(4,296)
14,049
Comprehensive loss
(599,596)
(202,633)
(243,820)
(207,323)
Less: comprehensive income attributable to
noncontrolling interests
(38,754)
(34,909)
(109,292)
(127,323)
Comprehensive loss attributable to Alexandria Real Estate
Equities, Inc.’s stockholders
$(638,350)
$(237,542)
$(353,112)
$(334,646)
The accompanying notes are an integral part of these consolidated financial statements.
4
Alexandria Real Estate Equities, Inc.
Consolidated Statement of Changes in Stockholders’ Equity and Noncontrolling Interests
(Dollars in thousands)
(Unaudited)
Alexandria Real Estate Equities, Inc.’s Stockholders’ Equity
Number of
Common
Shares
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Noncontrolling
Interests
Total
Equity
Redeemable
Noncontrolling
Interests
Balance as of June 30, 2026
170,728,916
$1,707
$15,585,296
$—
$(33,027)
$3,612,263
$19,166,239
$9,119
Net (loss) income
—
—
—
(637,686)
—
38,563
(599,123)
191
Total other comprehensive loss
—
—
—
—
(664)
—
(664)
—
Contributions from and sales of noncontrolling interests
—
—
(976)
—
—
9,945
8,969
—
Distributions to and redemption of noncontrolling interests
—
—
—
—
—
(58,780)
(58,780)
(191)
Issuance pursuant to stock plan
198,617
2
22,114
—
—
—
22,116
—
Taxes related to the net settlement of equity awards
(78,932)
(1)
(4,179)
—
—
—
(4,180)
—
Dividends declared on common stock ($0.72 per share)
—
—
—
(125,387)
—
—
(125,387)
—
Reclassification of net loss and distributions
—
—
(763,073)
763,073
—
—
—
—
Balance as of September 30, 2026
170,848,601
$1,708
$14,839,182
$—
$(33,691)
$3,601,991
$18,409,190
$9,119
The accompanying notes are an integral part of these consolidated financial statements.
5
Alexandria Real Estate Equities, Inc.
Consolidated Statement of Changes in Stockholders’ Equity and Noncontrolling Interests
(Dollars in thousands)
(Unaudited)
Alexandria Real Estate Equities, Inc.’s Stockholders’ Equity
Number of
Common
Shares
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Noncontrolling
Interests
Total
Equity
Redeemable
Noncontrolling
Interests
Balance as of June 30, 2025
170,146,069
$1,701
$17,200,949
$—
$(27,415)
$4,554,156
$21,729,391
$9,612
Net (loss) income
—
—
—
(232,754)
—
34,368
(198,386)
541
Total other comprehensive loss
—
—
—
—
(4,788)
—
(4,788)
—
Contributions from and sales of noncontrolling interests
—
—
—
—
—
36,107
36,107
—
Distributions to and redemption of noncontrolling interests
—
—
(66,317)
—
—
(175,607)
(241,924)
(201)
Transfer of noncontrolling interests
—
—
—
—
—
(48,710)
(48,710)
48,710
Reallocation of capital to joint venture partner
—
—
(20,000)
—
—
20,000
—
—
Issuance pursuant to stock plan
321,057
4
26,995
—
—
—
26,999
—
Taxes related to the net settlement of equity awards
(128,046)
(2)
(10,944)
—
—
—
(10,946)
—
Dividends declared on common stock ($1.32 per share)
—
—
—
(228,127)
—
—
(228,127)
—
Reclassification of net loss and distributions
—
—
(460,881)
460,881
—
—
—
—
Balance as of September 30, 2025
170,339,080
$1,703
$16,669,802
$—
$(32,203)
$4,420,314
$21,059,616
$58,662
The accompanying notes are an integral part of these consolidated financial statements.
6
Alexandria Real Estate Equities, Inc.
Consolidated Statement of Changes in Stockholders’ Equity and Noncontrolling Interests
(Dollars in thousands)
(Unaudited)
Alexandria Real Estate Equities, Inc.’s Stockholders’ Equity
Number of
Common
Shares
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Noncontrolling
Interests
Total
Equity
Redeemable
Noncontrolling
Interests
Balance as of December 31, 2025
170,537,867
$1,705
$15,497,760
$—
$(29,395)
$3,627,578
$19,097,648
$58,788
Net (loss) income
—
—
—
(348,816)
—
108,562
(240,254)
730
Total other comprehensive loss
—
—
—
—
(4,296)
—
(4,296)
—
Contributions from and sales of noncontrolling interests
—
—
5,387
—
—
36,610
41,997
—
Distributions to and redemption of noncontrolling interests
—
—
—
—
—
(170,759)
(170,759)
(50,399)
Issuance pursuant to stock plan
514,603
5
71,775
—
—
—
71,780
—
Taxes related to the net settlement of equity awards
(203,869)
(2)
(10,616)
—
—
—
(10,618)
—
Dividends declared on common stock ($2.16 per share)
—
—
—
(376,308)
—
—
(376,308)
—
Reclassification of net loss and distributions
—
—
(725,124)
725,124
—
—
—
—
Balance as of September 30, 2026
170,848,601
$1,708
$14,839,182
$—
$(33,691)
$3,601,991
$18,409,190
$9,119
The accompanying notes are an integral part of these consolidated financial statements.
7
Alexandria Real Estate Equities, Inc.
Consolidated Statement of Changes in Stockholders’ Equity and Noncontrolling Interests
(Dollars in thousands)
(Unaudited)
Alexandria Real Estate Equities, Inc.’s Stockholders’ Equity
Number of
Common
Shares
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Noncontrolling
Interests
Total
Equity
Redeemable
Noncontrolling
Interests
Balance as of December 31, 2024
172,203,443
$1,722
$17,933,572
$—
$(46,252)
$4,489,447
$22,378,489
$19,972
Net (loss) income
—
—
—
(348,695)
—
126,311
(222,384)
1,012
Total other comprehensive income
—
—
—
—
14,049
—
14,049
—
Contributions from and sales of noncontrolling interests
—
—
73
—
—
132,089
132,162
—
Distributions to and redemption of noncontrolling interests
—
—
(73,365)
—
—
(298,823)
(372,188)
(11,032)
Transfer of noncontrolling interests
—
—
—
—
—
(48,710)
(48,710)
48,710
Reallocation of capital to joint venture partner
—
—
(20,000)
—
—
20,000
—
—
Issuance pursuant to stock plan
472,123
5
87,526
—
—
—
87,531
—
Taxes related to the net settlement of equity awards
(184,193)
(2)
(16,372)
—
—
—
(16,374)
—
Repurchase of common stock
(2,152,293)
(22)
(208,165)
—
—
—
(208,187)
—
Dividends declared on common stock ($3.96 per share)
—
—
—
(684,772)
—
—
(684,772)
—
Reclassification of net loss and distributions
—
—
(1,033,467)
1,033,467
—
—
—
—
Balance as of September 30, 2025
170,339,080
$1,703
$16,669,802
$—
$(32,203)
$4,420,314
$21,059,616
$58,662
The accompanying notes are an integral part of these consolidated financial statements.
8
Alexandria Real Estate Equities, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Nine Months Ended September 30,
2026
2025
Operating Activities:
Net loss
$(239,524)
$(221,372)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
914,244
1,028,415
Impairment of real estate
865,873
485,630
Gain on sales of real estate
—
(22,531)
(Gain) loss on early extinguishment of debt
(363,112)
107
Equity in (earnings) losses of unconsolidated real estate joint ventures
(341)
9,327
Distributions of earnings from unconsolidated real estate joint ventures
1,004
1,749
Amortization of loan fees
13,267
13,811
Amortization of debt discounts
1,025
1,009
Amortization of acquired above- and below-market leases
(22,229)
(31,874)
Deferred rent
(21,229)
(59,380)
Stock compensation expense
33,131
32,887
Investment (income) losses
(152,635)
52,453
Changes in operating assets and liabilities:
Tenant receivables
473
12
Deferred leasing costs
(54,052)
(64,259)
Other assets
(28,523)
(37,647)
Accounts payable, accrued expenses, and other liabilities
(71,962)
(86,669)
Net cash provided by operating activities
875,410
1,101,668
Investing Activities:
Proceeds from sales of real estate
236,286
227,105
Additions to investments in real estate
(1,328,092)
(1,538,613)
Sale of interests in unconsolidated real estate joint ventures
1,917
—
Investments in unconsolidated real estate joint ventures
(557)
(11,239)
Change in escrow deposits
—
(7,364)
Return of capital from unconsolidated real estate joint ventures
113
458
Additions to non-real estate investments
(199,266)
(184,952)
Sales of and distributions from non-real estate investments
123,660
77,067
Net cash used in investing activities
$(1,165,939)
$(1,437,538)
9
Alexandria Real Estate Equities, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Nine Months Ended September 30,
2026
2025
Financing Activities:
Borrowings under secured notes payable
$—
$4,031
Repayments of borrowings under secured notes payable
(8,892)
(154,212)
Proceeds from issuance of unsecured senior notes payable
747,592
548,532
Repayments of unsecured senior notes payable
(1,602,203)
(600,000)
Proceeds from issuance of junior subordinated notes payable
1,000,000
—
Proceeds from issuances under commercial paper program
38,494,264
15,378,015
Repayments of borrowings under commercial paper program
(37,755,314)
(13,828,015)
Payments of loan fees
(57,893)
(5,307)
Taxes paid related to net settlement of equity awards
(10,594)
(17,207)
Repurchase of common stock
—
(208,187)
Dividends on common stock
(371,427)
(684,419)
Contributions from and sales of noncontrolling interests
36,604
132,162
Distributions to noncontrolling interests
(171,248)
(186,725)
Purchases and redemptions of noncontrolling interests
(49,822)
(17,818)
Net cash provided by financing activities
251,067
360,850
Effect of foreign exchange rate changes on cash and cash equivalents
(530)
(648)
Net (decrease) increase in cash, cash equivalents, and restricted cash
(39,992)
24,332
Cash, cash equivalents, and restricted cash as of the beginning of period
553,755
559,847
Cash, cash equivalents, and restricted cash as of the end of period
$513,763
$584,179
Supplemental Disclosure and Non-Cash Investing and Financing Activities:
Cash paid during the period for interest, net of interest capitalized
$191,189
$128,808
Accrued construction for current-period additions to real estate
$248,232
$233,622
Transfer of real estate assets and/or equipment from tenants
$405,733
$171,153
Acquisition of real estate and other assets in connection with the assumption of related
secured notes payable of an unconsolidated real estate joint venture
$8,892
$—
Notes receivable issued in connection with sales of real estate
$—
$91,000
Derecognition of net investment in real estate from sales-type lease
$—
$4,677
Reallocation of additional paid-in capital to consolidated joint venture partner’s noncontrolling
interest
$—
$20,000
Exchange of joint venture interests:
Disposition of our interest in Pacific Technology Park
$—
$82,392
Acquisition of our partner’s noncontrolling interest in 199 East Blaine Street
$—
$96,543
The accompanying notes are an integral part of these consolidated financial statements.
10
Alexandria Real Estate Equities, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
1.ORGANIZATION AND BASIS OF PRESENTATION
Alexandria Real Estate Equities, Inc. (NYSE: ARE), an S&P 500® life science REIT, is the pioneer of the life science real estate
niche since its founding in 1994. Alexandria is the preeminent and longest-tenured owner, operator, and developer of collaborative
Megacampus™ ecosystems in AAA life science and advanced technology innovation cluster locations, including Greater Boston, San
Diego, the San Francisco Bay Area, Seattle, Maryland, Research Triangle, and New York City. As of September 30, 2026, Alexandria
has a total market capitalization of $21.01 billion and an asset base that includes 36.5 million RSF of operating properties and 1.9
million RSF of Class A/A+ properties undergoing construction. As used in this quarterly report on Form 10-Q, references to the
“Company,” “Alexandria,” “ARE,” “we,” “us,” and “our” refer to Alexandria Real Estate Equities, Inc. and its consolidated subsidiaries.
The accompanying unaudited consolidated financial statements include the accounts of Alexandria Real Estate Equities, Inc. and its
consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated.
We have prepared the accompanying interim consolidated financial statements in accordance with GAAP and in conformity
with the rules and regulations of the SEC. In our opinion, these interim consolidated financial statements presented herein reflect all
adjustments of a normal recurring nature necessary to fairly present the interim consolidated financial statements. The results of
operations for the interim period are not necessarily indicative of the results that may be expected for the year ending December 31,
2026. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial
statements and the notes thereto included in our annual report on Form 10-K for the year ended December 31, 2025. Any references to
our total market capitalization, number or quality of buildings or tenants, quality of location, square footage, number of leases, or
occupancy percentage, and any amounts derived from these values in these notes to consolidated financial statements are outside the
scope of our independent registered public accounting firm’s procedures.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation
On an ongoing basis, as circumstances indicate the need for reconsideration, we evaluate each legal entity that is not wholly
owned by us in accordance with the consolidation accounting guidance. Our evaluation considers all of our variable interests, including
equity ownership, as well as fees paid to us for our involvement in the management of each partially owned entity. To fall within the
scope of the consolidation guidance, an entity must meet both of the following criteria:
•The entity has a legal structure that has been established to conduct business activities and to hold assets; such entity
can be in the form of a partnership, limited liability company, or corporation, among others; and
•We have a variable interest in the legal entity — i.e., variable interests that are contractual, such as equity ownership, or
other financial interests that change with changes in the fair value of the entity’s net assets.
If an entity does not meet both criteria above, we apply other accounting literature, such as the equity method of accounting. If
an entity does meet both criteria above, we evaluate such entity for consolidation under either the variable interest model if the legal
entity meets any of the characteristics below to qualify as a VIE, or under the voting model for all other legal entities that are not VIEs.
A legal entity is determined to be a VIE if it has any of the following three characteristics:
1)The entity does not have sufficient equity to finance its activities without additional subordinated financial support;
2)The entity is established with non-substantive voting rights (i.e., the entity deprives the majority economic interest
holder(s) of voting rights); or
3)The equity holders, as a group, lack the characteristics of a controlling financial interest. Equity holders meet this criterion
if they lack any of the following:
•The power, through voting rights or similar rights, to direct the activities of the entity that most significantly influence
the entity’s economic performance, as evidenced by:
•Substantive participating rights in day-to-day management of the entity’s activities; or
•Substantive kick-out rights over the party responsible for significant decisions;
•The obligation to absorb the entity’s expected losses; or
•The right to receive the entity’s expected residual returns.
11
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
For an entity, including our real estate joint ventures, structured as a limited partnership or a limited liability company, our
evaluation of whether the equity holders (equity partners other than the general partner or the managing member of a joint venture) lack
the characteristics of a controlling financial interest includes the evaluation of whether the limited partners or non-managing members
(the noncontrolling equity holders) lack both substantive participating rights and substantive kick-out rights, defined as follows:
•Participating rights provide the noncontrolling equity holders the ability to direct significant financial and operating
decisions made in the ordinary course of business that most significantly influence the entity’s economic performance.
•Kick-out rights allow the noncontrolling equity holders to remove the general partner or managing member without cause.
If we conclude that any of the three characteristics of a VIE is met, including that the equity holders lack the characteristics of a
controlling financial interest because they lack both substantive participating rights and substantive kick-out rights, we conclude that the
entity is a VIE and evaluate it for consolidation under the variable interest model.
Variable interest model
If an entity is determined to be a VIE, we evaluate whether we are the primary beneficiary. The primary beneficiary analysis is
a qualitative analysis based on power and benefits. We consolidate a VIE if we have both power and benefits — that is, (i) we have the
power to direct the activities of a VIE that most significantly influence the VIE’s economic performance (power) and (ii) we have the
obligation to absorb losses of or the right to receive benefits from the VIE that could potentially be significant to the VIE (benefits). We
consolidate VIEs whenever we determine that we are the primary beneficiary. Refer to Note 4 – “Consolidated and unconsolidated real
estate joint ventures” and Note 7 – “Investments” to our unaudited consolidated financial statements for information on specific entities
that qualify as VIEs. If we have a variable interest in a VIE but are not the primary beneficiary, we account for our investment using the
equity method.
Voting model
If a legal entity fails to meet any of the three characteristics of a VIE (i.e., insufficiency of equity, existence of non-substantive
voting rights, or lack of a controlling financial interest), we then evaluate such entity under the voting model. Under the voting model, we
consolidate the entity if we determine that we, directly or indirectly, have greater than 50% of the voting shares (or own a majority of the
limited partnership’s kick-out rights through voting interests), and that other equity holders do not have substantive participating rights.
Refer to Note 4 – “Consolidated and unconsolidated real estate joint ventures” to our unaudited consolidated financial statements for
information on specific real estate joint ventures that qualify for evaluation under the voting model.
Noncontrolling interests in consolidated real estate joint ventures
Noncontrolling interests represent the third-party interests in consolidated real estate joint ventures in which we have a
controlling interest. Certain of our partners’ noncontrolling interests have the right to require us to redeem their ownership interests in
the respective entities. We classify the ownership interests in these entities as redeemable noncontrolling interests outside of total
equity in our consolidated balance sheets. Redeemable noncontrolling interests are adjusted for additional contributions and
distributions, the proportionate share of net earnings or losses, and other comprehensive income or loss. If the 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 that previous increases have been
recognized.
Use of estimates
The preparation of consolidated financial statements in conformity with 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.
12
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Investments in real estate
Evaluation of business combination or asset acquisition
We evaluate each acquisition of real estate or in-substance real estate (including equity interests in entities that predominantly
hold real estate assets) to determine whether the integrated set of assets and activities acquired meets the definition of a business and
must be accounted for as a business combination. An acquisition of an integrated set of assets and activities that does not meet the
definition of a business is accounted for as an asset acquisition. If either of the following criteria is met, the integrated set of assets and
activities acquired would not qualify as a business:
•Substantially all of the fair value of the gross assets acquired is concentrated in either a single identifiable asset or a group
of similar identifiable assets; or
•The integrated set of assets and activities is lacking, at a minimum, an input and a substantive process that together
significantly contribute to the ability to create outputs (i.e., revenue generated before and after the transaction).
An acquired process is considered substantive if:
•The process includes an organized workforce (or includes an acquired contract that provides access to an organized
workforce) that is skilled, knowledgeable, and experienced in performing the process;
•The process cannot be replaced without significant cost, effort, or delay; or
•The process is considered unique or scarce.
Generally, our acquisitions of real estate or in-substance real estate do not meet the definition of a business because
substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e., land, buildings,
and related intangible assets) or because the acquisition does not include a substantive process in the form of an acquired workforce or
an acquired contract that cannot be replaced without significant cost, effort, or delay. When evaluating acquired service or management
contracts, we consider the nature of the services performed, the terms of the contract relative to similar arm’s-length contracts, and the
availability of comparable vendors in evaluating whether the acquired contract constitutes a substantive process.
Recognition of real estate acquired
We evaluate each acquisition of real estate or in-substance real estate (including equity interests in entities that predominantly
hold real estate assets) to determine whether the integrated set of assets and activities acquired meets the definition of a business and
must be accounted for as a business combination. An acquisition of an integrated set of assets and activities that does not meet the
definition of a business is accounted for as an asset acquisition.
For acquisitions of real estate or in-substance real estate that are accounted for as business combinations, we allocate the
acquisition consideration (excluding acquisition costs) to the assets acquired, liabilities assumed, noncontrolling interests, and
previously existing ownership interests at fair value as of the acquisition date. Assets include intangible assets such as tenant
relationships, acquired in-place leases, and favorable intangibles associated with in-place leases in which we are the lessor. Liabilities
include unfavorable intangibles associated with in-place leases in which we are the lessor. In addition, for acquired in-place finance or
operating leases in which we are the lessee, acquisition consideration is allocated to lease liabilities and related right-of-use assets,
adjusted to reflect favorable or unfavorable terms of the lease when compared with market terms. Any excess (deficit) of the
consideration transferred relative to the fair value of the net assets acquired is accounted for as goodwill (bargain purchase gain).
Acquisition costs related to business combinations are expensed as incurred.
Generally, we expect that acquisitions of real estate or in-substance real estate will not meet the definition of a business
because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e., land,
buildings, and related intangible assets). The accounting model for asset acquisitions is similar to the accounting model for business
combinations, except that the acquisition consideration (including acquisition costs) is allocated to the individual assets acquired and
liabilities assumed on a relative fair value basis. Any excess (deficit) of the consideration transferred relative to the sum of the fair value
of the assets acquired and liabilities assumed is allocated to the individual assets and liabilities based on their relative fair values. As a
result, asset acquisitions do not result in the recognition of goodwill or a bargain purchase gain. Incremental and external direct
acquisition costs related to acquisitions of real estate or in-substance real estate (such as legal and other third-party services) are
capitalized.
13
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
We exercise judgment to determine the key assumptions used to allocate the purchase price of real estate acquired among its
components. The allocation of the consideration to the various components of properties acquired during the year can have an effect on
our net income due to the useful depreciable and amortizable lives applicable to each component and the recognition of the related
depreciation and amortization expense in our consolidated statements of operations. We apply judgment in utilizing available
comparable market information to assess relative fair value. We assess the relative fair values of tangible and intangible assets and
liabilities based on available comparable market information, including estimated replacement costs, rental rates, and recent market
transactions. In addition, we may use estimated cash flow projections that utilize appropriate discount and capitalization rates.
Estimates of future cash flows are based on a number of factors, including the historical operating results, known and anticipated
trends, and market/economic conditions that may affect the property.
The value of tangible assets acquired is based upon our estimation of fair value on an “as if vacant” basis. The value of
acquired in-place leases includes the estimated costs during the hypothetical lease-up period and other costs that would have been
incurred in the execution of similar leases under the market conditions at the acquisition date of the acquired in-place lease. If there is a
bargain fixed-rate renewal option for the period beyond the noncancelable lease term of an in-place lease, we evaluate intangible
factors, such as the business conditions in the industry in which the lessee operates, the economic conditions in the area in which the
property is located, and the ability of the lessee to sublease the property during the renewal term, in order to determine the likelihood
that the lessee will renew. When we determine that the lessee is reasonably certain to exercise such bargain renewal option, we
consider the option in determining the intangible value of such lease and its related amortization period. We also recognize the relative
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.
Depreciation and amortization
The values allocated to buildings and building improvements, land improvements, tenant improvements, and equipment are
depreciated on a straight-line basis. For buildings and building improvements, we depreciate using the shorter of the respective ground
lease terms or their estimated useful lives, not to exceed 40 years. Land improvements are depreciated over their estimated useful
lives, not to exceed 20 years. Tenant improvements are depreciated over their respective lease terms or estimated useful lives, and
equipment is depreciated over the shorter of the lease term or its estimated useful life. Right-of-use assets are amortized on a straight-
line basis over the remaining terms of each related lease. The values of acquired in-place leases and associated favorable intangibles
(i.e., acquired above-market leases) are classified in other assets in our consolidated balance sheets and are amortized over the
remaining terms of the related leases as a reduction of income from rentals in our consolidated statements of operations. The values of
unfavorable intangibles (i.e., acquired below-market leases) associated with acquired in-place leases are classified in accounts
payable, accrued expenses, and other liabilities in our consolidated balance sheets and are amortized over the remaining terms of the
related leases as an increase in income from rentals in our consolidated statements of operations.
Capitalized project costs
We capitalize project costs, including pre-construction costs, interest, property taxes, insurance, and other costs directly
related and essential to the development, redevelopment, pre-construction, or construction of a project. Capitalization of development,
redevelopment, pre-construction, and construction costs is required while activities are ongoing to prepare an asset for its intended use.
Fluctuations in our development, redevelopment, pre-construction, and construction activities could result in significant changes to total
expenses and net income. Costs incurred after a project is substantially complete and ready for its intended use are expensed as
incurred. Should development, redevelopment, pre-construction, 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.
Real estate sales
A property is classified as held for sale when all of the following criteria for a plan of sale have been met: (i) management,
having the authority to approve the action, commits to a plan to sell the property; (ii) the property is available for immediate sale in its
present condition, subject only to terms that are usual and customary; (iii) an active program to locate a buyer and other actions
required to complete the plan to sell have been initiated; (iv) the sale of the property is probable and is expected to be completed within
one year; (v) the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and
(vi) 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. Depreciation of assets ceases upon designation of a property as held for sale.
If the disposal of a property represents a strategic shift that has (or will have) a major effect on our operations or financial
results, such as (i) a major line of business, (ii) a major geographic area, (iii) a major equity method investment, or (iv) other major parts
of an entity, then the operations of the property, including any interest expense directly attributable to it, are classified as discontinued
operations in our consolidated statements of operations, and amounts for all prior periods presented are reclassified from continuing
operations to discontinued operations. The disposal of an individual property generally will not represent a strategic shift and therefore
will typically not meet the criteria for classification as a discontinued operation.
14
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
We recognize gains or losses on real estate sales in accordance with the accounting standard on the derecognition of
nonfinancial assets arising from contracts with noncustomers. Our ordinary output activities consist of the leasing of space to our
tenants in our operating properties, not the sales of real estate. Therefore, sales of real estate (in which we are the seller) qualify as
contracts with noncustomers. In our transactions with noncustomers, we apply certain recognition and measurement principles
consistent with our method of recognizing revenue arising from contracts with customers. Derecognition of the asset is based on the
transfer of control. If a real estate sales contract includes our ongoing involvement with the property, then we evaluate each promised
good or service under the contract to determine whether it represents a separate performance obligation, constitutes a guarantee, or
prevents the transfer of control. If a good or service is considered a separate performance obligation, an allocated portion of the
transaction price is recognized as revenue as we transfer the related good or service to the buyer.
The recognition of gain or loss on the sale of a partial interest also depends on whether we retain a controlling or
noncontrolling interest in the property. If we retain a controlling interest in the property upon completion of the sale, we continue to
reflect the asset at its book value, record a noncontrolling interest for the book value of the partial interest sold, and recognize additional
paid-in capital for the difference between the consideration received and the partial interest at book value. Conversely, if we retain a
noncontrolling interest upon completion of the sale of a partial interest of real estate, we recognize a gain or loss as if 100% of the asset
were sold.
Impairment of long-lived assets
Prior to and subsequent to the end of each quarter, we review current activities and changes in the business conditions of all of
our long-lived assets to determine the existence of any triggering events or impairment indicators requiring an impairment analysis. If
triggering events or impairment indicators are identified, we review an estimate of the future undiscounted cash flows, including, if
necessary, a probability-weighted approach if multiple outcomes are under consideration.
Long-lived assets to be held and used, including our rental properties, CIP, land held for development, right-of-use assets
related to operating leases in which we are the lessee, and intangibles, are individually evaluated for impairment when conditions exist
that 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. Triggering events or impairment indicators for long-lived assets to be held and used are assessed by project
and include significant fluctuations in estimated net operating income, occupancy changes, significant near-term lease expirations,
current and historical operating and/or cash flow losses, 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, projected rental
rates, estimated exit capitalization rates, and anticipated construction costs for projects under construction, which are based on
available market information, current and historical operating results, known trends, current market/economic conditions that may affect
the asset, 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 recognized to reduce the carrying amount of the asset to
its estimated fair value. If an impairment charge is not required to be recognized, the recognition of depreciation or amortization is
adjusted prospectively, as necessary, to reduce the carrying amount of the asset to its estimated disposition value over the remaining
period that the asset is expected to be held and used. We may adjust depreciation of properties that are expected to be disposed of or
redeveloped prior to the end of their useful lives.
We use the held for sale impairment model for our properties classified as held for sale, which is different from the held and
used impairment model. Under the held for sale impairment model, an impairment charge 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 require the recognition of an impairment charge upon classification as held
for sale.
International operations
As of September 30, 2026, in addition to operating properties in the U.S., we had 11 properties in Canada. The functional
currency for our subsidiaries operating in the U.S. is the U.S. dollar. The local currency of a foreign subsidiary serves as its functional
currency. The assets and liabilities of our foreign subsidiaries are translated into U.S. dollars at the exchange rate in effect as of the
financial statement date. Revenue and expense accounts of our foreign subsidiaries are translated using the weighted-average
exchange rate for the periods presented. Gains or losses resulting from the translation are classified in accumulated other
comprehensive income (loss) as a separate component of total equity and are excluded from net income (loss).
15
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Whenever a foreign investment meets the criteria for classification as held for sale, we evaluate the recoverability of the
investment under the held for sale impairment model. We may recognize an impairment charge if the carrying amount of the investment
exceeds its fair value less cost to sell. In determining an investment’s carrying amount, we consider its net book value and any
cumulative unrealized foreign currency translation adjustment related to the investment. The appropriate amounts of foreign exchange
rate gains or losses classified in accumulated other comprehensive income (loss) are reclassified to net income (loss) when realized
upon the sale of our investment or upon the complete or substantially complete liquidation of our investment.
Investments
We hold investments in publicly traded companies and privately held entities primarily involved in the life science industry. As a
REIT, we generally limit our ownership of each individual entity’s voting stock to less than 10%. We evaluate each investment to
determine whether we have the ability to exercise significant influence, but not control, over an investee. We evaluate investments in
which our ownership is equal to or greater than 20%, but less than or equal to 50%, of an investee’s voting stock with a presumption
that we have this ability. For our investments in limited partnerships that maintain specific ownership accounts, we presume that such
ability exists when our ownership interest exceeds 3% to 5%. In addition to our ownership interest, we consider whether we have a
board seat or whether we participate in the investee’s policy-making process, among other criteria, to determine if we have the ability to
exert significant influence, but not control, over an investee. If we determine that we have such ability, we account for the investment
under the equity method, as described below. From time to time, we may hold equity investments in publicly traded companies that are
subject to temporary contractual sale restrictions. We do not recognize a discount related to a contractual sale restriction.
Investments accounted for under the equity method
Under the equity method of accounting, we initially recognize our investment at cost and subsequently adjust the carrying
amount of the investment for our share of earnings or losses reported by the investee, distributions received, and other-than-temporary
impairments. For additional information about our investments accounted for under the equity method, refer to Note 7 – “Investments” to
our unaudited consolidated financial statements.
Investments that do not qualify for the equity method of accounting
For investees over which we determine that we do not have the ability to exercise significant influence or control, we account
for each investment depending on whether it is an investment in a (i) publicly traded company, (ii) privately held entity that reports NAV
per share, or (iii) privately held entity that does not report NAV per share, as described below.
Investments in publicly traded companies
Our investments in publicly traded companies are classified as investments with readily determinable fair values and are
presented at fair value in our consolidated balance sheets, with changes in fair value classified in investment income (losses) in our
consolidated statements of operations. The fair values for our investments in publicly traded companies are determined based on sales
prices or quotes available on securities exchanges.
Investments in privately held companies
Our investments in privately held entities without readily determinable fair values consist of (i) investments in privately held
entities that report NAV per share and (ii) investments in privately held entities that do not report NAV per share. These investments are
accounted for as follows:
Investments in privately held entities that report NAV per share
Investments in privately held entities that report NAV per share, such as our privately held investments in limited partnerships,
are presented at fair value using NAV as a practical expedient, with changes in fair value classified in investment income (losses) in our
consolidated statements of operations. We use NAV per share reported by limited partnerships generally without adjustment, unless we
are aware of information indicating that the NAV reported by a limited partnership does not accurately reflect the fair value of the
investment at our reporting date.
Investments in privately held entities that do not report NAV per share
Investments in privately held entities that do not report NAV per share are accounted for using a measurement alternative
under which these investments are measured at cost, adjusted for observable price changes and impairments, with changes classified
in investment income (losses) in our consolidated statements of operations.
16
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
An observable price arises from an orderly transaction for an identical or similar investment of the same issuer, which is
observed by an investor without expending undue cost and effort. Observable price changes result from, among other things, equity
transactions of the same issuer executed during the reporting period, including subsequent equity offerings or other reported equity
transactions related to the same issuer. To determine whether these transactions are indicative of an observable price change, we
evaluate, among other factors, whether these transactions have similar rights and obligations, including voting rights, distribution
preferences, and conversion rights to the investments we hold.
Impairment evaluation of equity method investments and investments in privately held entities that do not report NAV per share
We monitor equity method investments and investments in privately held entities that do not report NAV per share for new
developments, including operating results, prospects and results of clinical trials, new product initiatives, new collaborative agreements,
capital-raising events, and merger and acquisition activities. These investments are evaluated on the basis of a qualitative assessment
for indicators of impairment by monitoring the presence of the following triggering events or impairment indicators:
(i)a significant deterioration in the earnings performance, credit rating, asset quality, or business prospects of the investee;
(ii)a significant adverse change in the regulatory, economic, or technological environment of the investee;
(iii)a significant adverse change in the general market condition, including the research and development of technology and
products that the investee is bringing or attempting to bring to the market;
(iv)significant concerns about the investee’s ability to continue as a going concern; and/or
(v)a decision by investors to cease providing support or reduce their financial commitment to the investee.
If such indicators are present, we are required to estimate the investment’s fair value and immediately recognize an
impairment charge in an amount equal to the investment’s carrying value in excess of its estimated fair value.
Investment income/loss recognition and classification
We recognize both realized and unrealized gains and losses in our consolidated statements of operations, classified in
investment income (losses) in our consolidated statements of operations. Unrealized gains and losses represent:
(i)changes in fair value for investments in publicly traded companies;
(ii)changes in NAV for investments in privately held entities that report NAV per share;
(iii)observable price changes for investments in privately held entities that do not report NAV per share; and
(iv)our share of unrealized gains or losses reported by our equity method investees.
Realized gains and losses on our investments represent the difference between proceeds received upon disposition of
investments and their historical or adjusted cost basis. For our equity method investments, realized gains and losses represent our
share of realized gains or losses reported by the investee. Impairments are realized losses, which result in an adjusted cost basis, and
represent charges to reduce the carrying values of investments in privately held entities that do not report NAV per share and equity
method investments, if impairments are deemed other than temporary, to their estimated fair value.
Revenues
The table below provides details of our consolidated total revenues for the three and nine months ended September 30, 2026
and 2025 (in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Income from rentals:
Revenues subject to the lease accounting standard:
Operating leases
$641,492
$722,643
$1,911,559
$2,176,999
Direct financing and sales-type leases
686
1,409
2,542
3,308
Revenues subject to the lease accounting standard
642,178
724,052
1,914,101
2,180,307
Revenues subject to the revenue recognition
accounting standard
11,440
11,797
35,740
35,996
Income from rentals
653,618
735,849
1,949,841
2,216,303
Other income
17,564
16,095
55,147
55,839
Total revenues
$671,182
$751,944
$2,004,988
$2,272,142
17
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
During the three and nine months ended September 30, 2026, revenues that were subject to the lease accounting standard
aggregated $642.2 million and $1.91 billion, respectively, and represented 95.7% and 95.5% of our total revenues. During the three and
nine months ended September 30, 2025, revenues that were subject to the lease accounting standard aggregated $724.1 million and
$2.18 billion, respectively, and represented 96.3% and 96.0% of our total revenues. Our other income consisted primarily of
management and other fees and interest income earned during each period presented. For a detailed discussion related to our revenue
streams, refer to “Lease accounting” and “Recognition of revenue arising from contracts with customers” in Note 2 – “Summary of
significant accounting policies” to our unaudited consolidated financial statements.
Lease accounting
Definition and classification of a lease
When we enter into a contract or amend an existing contract, we evaluate whether the contract meets the definition of a lease.
To meet the definition of a lease, the contract must meet all three criteria:
(i)One party (lessor) must hold an identified asset;
(ii)The counterparty (lessee) must have the right to obtain substantially all of the economic benefits from the use of the asset
throughout the period of the contract; and
(iii)The counterparty (lessee) must have the right to direct the use of the identified asset throughout the period of the contract.
We classify our leases as either finance leases or operating leases if we are the lessee, or sales-type, direct financing, or
operating leases if we are the lessor. We use the following criteria to determine if a lease is a finance lease (as a lessee) or sales-type
or direct financing lease (as a lessor):
(i)Ownership is transferred from lessor to lessee by the end of the lease term;
(ii)An option to purchase is reasonably certain to be exercised;
(iii)The lease term is for the major part of the underlying asset’s remaining economic life;
(iv)The present value of lease payments equals or exceeds substantially all of the fair value of the underlying asset; or
(v)The underlying asset is specialized and is expected to have no alternative use at the end of the lease term.
If a lease meets any of the above criteria, we account for it as a finance, a sales-type, or a direct financing lease. If a lease
does not meet any of the criteria, we account for it as an operating lease.
A lease is accounted for as a sales-type lease if it is considered to transfer control of the underlying asset to the lessee. A
lease is accounted for as a direct financing lease if risks and rewards are conveyed without the transfer of control, which is normally
indicated by the existence of a residual value guarantee from an unrelated third party other than the lessee.
This classification will determine the method of recognition of the lease:
•For an operating lease, we recognize income from rentals if we are the lessor, or rental operations expense if we are the
lessee, over the term of the lease on a straight-line basis.
•For a sales-type lease or a direct financing lease, we recognize the income from rentals, or for a finance lease, we
recognize rental operations expense, over the term of the lease using the effective interest method.
•At inception of a sales-type lease or a direct financing lease, if we determine the fair value of the leased property is lower
than its carrying amount, we recognize a selling loss immediately at lease commencement. If fair value exceeds the
carrying amount of a lease, a gain is recognized at lease commencement on a sales-type lease. For a direct financing
lease, a gain is deferred at lease commencement and amortized over the lease term.
18
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Lessor accounting
Costs to execute leases
We capitalize initial direct costs, which represent only incremental costs to execute a lease that would not have been incurred
if the lease had not been obtained. Costs that we incur to negotiate or arrange a lease, regardless of its outcome, such as for fixed
employee compensation, tax or legal advice to negotiate lease terms, and other costs, are expensed as incurred.
Operating leases
We account for the revenue from our lease contracts by utilizing the single component accounting policy. This policy requires
us to account for, by class of underlying asset, the lease component and nonlease component(s) associated with each lease as a single
component if two criteria are met:
(i)The timing and pattern of transfer of the lease component and the nonlease component(s) are the same; and
(ii)The lease component would be classified as an operating lease if it were accounted for separately.
Lease components consist primarily of fixed rental payments, which represent scheduled rental amounts due under our
leases, and contingent rental payments. Nonlease components consist primarily of tenant recoveries representing reimbursements of
rental operating expenses under our triple net lease structure, including recoveries for property taxes, insurance, utilities, repairs and
maintenance, and common area expenses.
If the lease component is the predominant component, we account for all revenues under such lease as a single component in
accordance with the lease accounting standard. Conversely, if the nonlease component is the predominant component, all revenues
under such lease are accounted for in accordance with the revenue recognition accounting standard. Our operating leases qualify for
the single component accounting, and the lease component in each of our leases is predominant. Therefore, we account for all
revenues from our operating leases under the lease accounting standard and classify these revenues as income from rentals in our
consolidated statements of operations.
We commence recognition of income from rentals related to the operating leases at the date the property is ready for its
intended use by the tenant and the tenant takes possession or controls the physical use of the leased asset. When a lease includes
construction of improvements, we determine whether the improvements are landlord or tenant assets. In determining if the
improvements are landlord or tenant improvements, we consider various factors, including, but not limited to, the following:
•Which party retains legal title to the improvements upon lease expiration;
•Whether the improvements are expected to have significant residual value at the end of the lease term;
•Whether the improvements are unique to the tenant;
•What happens to the improvements upon lease expiration (i.e., whether they are removed or preserved for the landlord);
•Which party bears all costs of the improvements (including the risk of cost overruns); and
•Which party supervises the construction of the improvements.
If the improvements are landlord assets, we capitalize such improvements. If the improvements are tenant assets, we do not
capitalize these assets. Improvements that qualify as tenant assets, if funded by us, are accounted for as lease incentives and
amortized as a reduction of revenue over the term of the lease. If the tenant funds improvements without reimbursement from us, and
we determine these improvements to be landlord assets, we consider the amount associated with the improvements to be non-cash
lease payments, which are recognized as incremental revenue over the term of the related lease.
Income from rentals related to fixed rental payments under operating leases is recognized on a straight-line basis over the
respective operating lease terms. We classify amounts expected to be received in later periods as deferred rent in our consolidated
balance sheets. Amounts received currently but recognized as revenue in future periods are classified in accounts payable, accrued
expenses, and other liabilities in our consolidated balance sheets.
Income from rentals related to variable payments includes tenant recoveries and contingent rental payments. Tenant
recoveries, including reimbursements of utilities, repairs and maintenance, common area expenses, real estate taxes and insurance,
and other operating expenses, are recognized as revenue in the period during which the applicable expenses are incurred and the
tenant’s obligation to reimburse us arises. Income from rentals related to other variable payments is recognized when associated
contingencies are removed.
We assess collectibility of future lease payments from our tenants for each of our operating leases. If we determine that
collectibility is probable, we recognize income from rentals based on the methodology described above. If we determine that
collectibility is not probable, we recognize an adjustment to lower our income from rentals. Furthermore, we may recognize a general
allowance at a portfolio level (not the individual level) if we do not expect to collect future lease payments in full.
19
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
For each lease for which we determine that collectibility of future lease payments is not probable, we cease the recognition of
income from rentals on a straight-line basis and limit the recognition of income to the lesser of payments collected from the lessee or
lease income that would have been recognized on a straight-line basis. We do not resume straight-line recognition of income from
rentals for these leases until we determine that the collectibility of future payments related to these leases is probable. We also record a
general allowance related to the deferred rent balances that at the portfolio level (not the individual level) are not expected to be
collected in full through the lease term. As of September 30, 2026 and December 31, 2025, our general allowance balance aggregated
$27.0 million and $14.3 million, respectively.
Direct financing and sales-type leases
Income from rentals related to direct financing and sales-type leases is recognized over the lease term using the effective
interest rate method. At lease commencement, we derecognize the underlying asset classified within investments in real estate and
record net investment in a lease within other assets in our consolidated balance sheets. This initial net investment is determined by
aggregating the present values of the total future lease payments and the estimated residual value of the property, less any unearned
income related to a direct financing lease. Over the lease term, the investment in the lease accretes in value, producing a constant
periodic rate of return on the net investment in the lease. Income from these leases is classified in income from rentals in our
consolidated statements of operations. Lease payments received reduce the net investment in the lease.
We evaluate our net investment in direct financing and sales-type leases for impairment under the current expected credit
losses accounting standard. For additional information, refer to “Provision for expected credit losses” in Note 2 – “Summary of
significant accounting policies” to our unaudited consolidated financial statements.
As a lessor, we classify a lease with variable lease payments that do not depend on an index or a rate as an operating lease
on the commencement date of the lease if both of the following criteria are met:
(i)The lease would have been classified as a sales-type lease or direct financing lease under the current lease accounting
standard; and
(ii)The sales-type lease or direct financing lease classification would have resulted in a selling loss at lease commencement.
We do not derecognize the underlying asset and do not recognize a loss upon lease commencement but continue to
depreciate the underlying asset over its useful life.
Lessee accounting
We have operating lease agreements in which we are the lessee consisting of ground and office leases. At the lease
commencement date (or at the acquisition date if the lease is acquired as part of a real estate acquisition), we are required to recognize
a liability to account for our future obligations under these operating leases, and a corresponding right-of-use asset.
The lease liability is measured based on the present value of the future lease payments, including payments during the term
under our extension options that we are reasonably certain to exercise. The present value of the future lease payments is calculated for
each operating lease using each respective remaining lease term and a corresponding estimated incremental borrowing rate, which is
the interest rate that we estimate we would have to pay to borrow on a collateralized basis over a similar term for an amount equal to
the lease payments. Subsequently, the lease liability is accreted by applying a discount rate established at the lease commencement
date to the lease liability balance as of the beginning of the period and is reduced by the payments made during the period. We classify
the operating lease liability in accounts payable, accrued expenses, and other liabilities in our consolidated balance sheets.
The right-of-use asset is measured based on the corresponding lease liability, adjusted for initial direct leasing costs and any
other consideration exchanged with the landlord prior to the commencement of the lease, as well as adjustments to reflect favorable or
unfavorable terms of an acquired lease when compared with market terms at the time of acquisition. Subsequently, the right-of-use
asset is amortized on a straight-line basis during the lease term. We classify the right-of-use asset in other assets in our consolidated
balance sheets.
Recognition of revenue arising from contracts with customers
We recognize revenues associated with transactions arising from contracts with customers, excluding revenues subject to the
lease accounting standard discussed in “Lease accounting” above, in accordance with the revenue recognition accounting standard. A
customer is distinguished from a noncustomer by the nature of the goods or services that are transferred. Customers are provided with
goods or services that are generated by a company’s ordinary output activities, whereas noncustomers are provided with nonfinancial
assets that are outside of a company’s ordinary output activities.
20
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
We generally recognize revenue representing the transfer of goods and services to customers in an amount that reflects the
consideration to which we expect to be entitled in the exchange. In order to determine the recognition of revenue from customer
contracts, we use a five-step model to (i) identify the contract with the customer, (ii) identify the performance obligations in the contract,
(iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will
not occur, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) we
satisfy the performance obligation.
We identify contractual performance obligations and determine whether revenue should be recognized at a point in time or
over time, based on when control of goods and services transfers to a customer. We consider whether we control the goods or services
prior to the transfer to the customer in order to determine whether we should account for the arrangement as a principal or agent. If we
determine that we control the goods or services provided to the customer, then we are the principal to the transaction, and we recognize
the gross amount of consideration expected in the exchange. If we simply arrange but do not control the goods or services being
transferred to the customer, then we are considered to be an agent to the transaction, and we recognize the net amount of
consideration we are entitled to retain in the exchange.
Total revenues subject to the revenue recognition accounting standard and classified within income from rentals in our
consolidated statements of operations for the three and nine months ended September 30, 2026 included $11.4 million and $35.7
million, respectively, primarily related to short-term parking revenues associated with long-term lease agreements. Short-term parking
revenues do not qualify for the single component accounting policy, as discussed in “Lessor accounting” in Note 2 – “Summary of
significant accounting policies,” due to the difference in the timing and pattern of transfer of our parking service obligations and
associated lease components within the same lease agreement. We recognize short-term parking revenues in accordance with the
revenue recognition accounting standard when the service is provided and the performance obligation is satisfied, which normally
occurs at a point in time.
Monitoring of tenant credit quality
During the term of each lease, we monitor the credit quality and any related material changes of our tenants by (i) monitoring
the credit rating of tenants that are rated by a nationally recognized credit rating agency, (ii) reviewing financial statements of the
tenants that are publicly available or that are required to be delivered to us pursuant to the applicable lease, (iii) monitoring news
reports regarding our tenants and their respective businesses, and (iv) monitoring the timeliness of lease payments.
Notes receivable
We carry notes receivable at amortized cost, adjusted for an estimated provision for expected credit losses. Interest income on
notes receivable is recognized using the effective interest rate method and is classified within other income in our consolidated
statements of operations. Direct costs incurred in originating notes, along with any premium or discount, are deferred and amortized as
an adjustment to interest income over the note’s term using the effective interest rate method. Notes receivable are classified within
other assets in our consolidated balance sheets. Refer to Note 8 – “Other assets” to our unaudited consolidated financial statements for
additional details.
Provision for expected credit losses
We are required to estimate and recognize lifetime expected losses, rather than incurred losses, for most financial assets
measured at amortized cost and certain other instruments, including trade, notes, and other receivables (excluding receivables arising
from operating leases), loans, held-to-maturity debt securities, net investments in leases arising from sales-type and direct financing
leases, and off-balance-sheet credit exposures (e.g., loan commitments). The recognition of such expected losses, even if the expected
risk of credit loss is remote, typically results in earlier recognition of credit losses. At each reporting date, we reassess our provision for
expected credit losses, and, if necessary, we recognize an adjustment for our current estimate of expected credit losses. Refer to
Note 5 – “Leases” and Note 8 – “Other assets” to our unaudited consolidated financial statements for additional details.
An assessment of the collectibility of operating lease payments and the recognition of an adjustment to lease income based on
this assessment is governed by the lease accounting standard discussed in “Lease accounting” earlier in Note 2 — “Summary of
significant accounting policies” to our unaudited consolidated financial statements.
Income taxes
We are organized and operate as a REIT pursuant to the Internal Revenue Code (the “Code”). Under the Code, a REIT that
distributes at least 90% of its REIT taxable income to its stockholders annually (excluding net capital gains) and meets certain other
conditions is not subject to federal income tax on its distributed taxable income, but could be subject to certain federal, foreign, state,
and local taxes. We distribute 100% of our taxable income annually; therefore, a provision for federal income taxes is not required. In
addition to our REIT returns, we file federal, foreign, state, and local tax returns for our subsidiaries. We file with jurisdictions located in
the U.S., Canada, and other international locations. Our tax returns are subject to routine examination in various jurisdictions for the
2020 through 2025 calendar years.
21
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Employee and non-employee share-based awards
We have implemented an entity-wide accounting policy to account for forfeitures related to unmet service conditions of share-
based awards granted to employees and non-employees when they occur. Under this policy, when forfeitures occur, any previously
recognized expense related to those forfeited awards is reversed in the period of forfeiture.
Our employee and non-employee share-based awards are measured at fair value on the grant date and recognized over the
recipient’s required service period. For share-based awards with performance conditions, we continue to assess the probability of
achieving the performance conditions and recognize expense only when it becomes probable that the performance targets will be met.
Conversely, for share-based awards with market conditions, expense is recognized regardless of whether the market condition is met.
Dividends paid on share-based awards with nonforfeitable dividends are initially classified in retained earnings and reclassified
to compensation cost only if the underlying awards are forfeited. Conversely, for share-based awards with forfeitable dividends,
declared dividends are initially classified in retained earnings and in dividends payable within our consolidated balance sheets. If the
underlying awards are forfeited, the corresponding accrued dividend is reversed in the period of forfeiture. Upon vesting of the
underlying share-based awards with forfeitable dividends, the accumulated dividend payment is made and the dividend payable liability
is settled.
Forward equity sales agreements
From time to time, we enter into forward equity sales agreements and account for them in accordance with the accounting
guidance governing financial instruments and derivatives. Under the accounting guidance, our forward equity sales agreements are
typically not deemed to be liabilities as they generally do not embody obligations to repurchase our shares, nor do they embody
obligations to issue a variable number of shares for which the monetary value is predominantly fixed, varied with something other than
the fair value of our shares, or varied inversely in relation to our shares. We also evaluate whether the agreements meet the derivatives
and hedging guidance scope exception to be accounted for as equity instruments. Our forward equity sales agreements are classified
as equity contracts based on the following assessment: (i) none of the agreements’ exercise contingencies are based on observable
markets or indices besides those related to the market for our own stock price and operations; and (ii) none of the settlement provisions
preclude the agreements from being indexed to our own stock.
Hedge accounting
From time to time, we utilize derivative instruments to manage our exposure to certain risks, including interest rate and foreign
currency exchange rate risks. We are exposed to foreign currency exchange rate risk related to our net investment in Canada. To
mitigate the impact of fluctuations in the USD-CAD exchange rate associated with our net investment in Canada, we use cross-currency
swap agreements designated and qualifying as net investment hedges under applicable derivatives and hedging standards.
We designate the USD-CAD cross-currency swap agreements as net investment hedges using the spot method to assess
hedge effectiveness. The spot component represents changes in fair value attributable to movements in the USD-CAD spot exchange
rate, which reflects the market exchange rate between the two currencies as of each reporting date. Changes in the fair value of the
designated spot component are recorded in other comprehensive income (loss) as part of the foreign currency translation adjustment,
to the extent the relationship is highly effective, until the net investment is sold or substantially liquidated. The related amounts due from
or due to counterparties are included in other assets or in accounts payable, accrued expenses, and other liabilities, respectively, within
our consolidated balance sheet.
We elected to account for the forward points (the portion of the derivative’s fair value attributable to the difference between the
forward exchange rate and spot exchange rate) as an excluded component in accordance with applicable derivatives and hedging
accounting standards. The excluded component is recognized over the life of the cross-currency swap agreements using a systematic
and rational basis (as interest settlements occur) and is classified within other income in our consolidated statement of operations.
Issuer and guarantor subsidiaries of guaranteed securities
Generally, a parent entity of an issuer that holds guaranteed securities must provide separate subsidiary issuer or guarantor
financial statements, unless it qualifies for disclosure exceptions. A parent entity may be eligible for disclosure exceptions if it meets the
following criteria:
(i)The subsidiary issuer or guarantor is a consolidated subsidiary of the parent company, and
(ii)The subsidiary issues a registered security that is:
•issued jointly and severally with the parent company, or
•fully and unconditionally guaranteed by the parent company.
A parent entity that meets the above criteria may instead present summarized financial information (“alternative disclosures”)
either within the consolidated financial statements or in “Item 2. Management’s discussion and analysis of financial condition and results
of operations” (“Item 2”). We evaluated the criteria and determined that we are eligible for the disclosure exceptions, which allow us to
provide alternative disclosures; as such, we present alternative disclosures in Item 2.
22
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Loan fees
Fees incurred in obtaining long-term financing are capitalized and classified with the corresponding debt instrument appearing
on our consolidated balance sheets. Loan fees related to our unsecured senior line of credit are capitalized and classified within other
assets. Capitalized amounts are amortized over the term of the related loan, and the amortization is classified in interest expense in our
consolidated statements of operations.
Distributions from equity method investments
We use the “nature of the distribution” approach to determine the classification within our consolidated statements of cash
flows of cash distributions received from equity method investments, including our unconsolidated real estate joint ventures and equity
method non-real estate investments. Under this approach, distributions are classified based on the nature of the underlying activity that
generated the cash distributions. If we lack the information necessary to apply this approach in the future, we will be required to apply
the “cumulative earnings” approach as an accounting change on a retrospective basis. Under the cumulative earnings approach,
distributions up to the amount of cumulative equity in earnings recognized are classified as cash inflows from operating activities, and
those in excess of that amount are classified as cash inflows from investing activities.
Restricted cash
We present cash and cash equivalents separately from restricted cash within our consolidated balance sheets. However, we
include restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown
in the consolidated statements of cash flows. We provide a reconciliation between the consolidated balance sheets and the
consolidated statements of cash flows, which is required when the balance includes more than one line item for cash, cash equivalents,
and restricted cash. We also provide a disclosure of the nature of the restrictions related to material restricted cash balances.
Recent accounting pronouncements
On November 4, 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which will require
entities to provide enhanced disclosures related to certain expense categories included in line items on the statement of operations.
The ASU aims to increase transparency and provide investors with additional detailed information about the nature of expenses
reported on the face of the income statement. The new standard does not change the requirements for the presentation of expenses on
the face of the statement of operations.
Under this ASU, entities are required to disaggregate, in a tabular format, expense line items presented on the face of the
statement of operations — excluding earnings or losses from equity method investments — if they include any of the following expense
categories: employee compensation, depreciation, intangible asset amortization, depletion, and purchases of inventory. For any
remaining items within each relevant expense line item, entities must provide a qualitative description of the nature of those expenses.
The new ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after
December 15, 2027. Early adoption is permitted. We expect to adopt this ASU on January 1, 2027. Although the adoption is not
expected to have an impact on our financial statements, it is expected to result in incremental disclosures within the notes to our
consolidated financial statements.
23
3.INVESTMENTS IN REAL ESTATE
Our consolidated investments in real estate consisted of the following as of September 30, 2026 and December 31, 2025 (in
thousands):
September 30, 2026
December 31, 2025
Rental properties:
Land (related to rental properties)
$3,677,185
$3,204,479
Buildings and building improvements
21,200,081
19,738,825
Other improvements
4,861,970
4,371,720
Rental properties
29,739,236
27,315,024
Current and future development and redevelopment projects
4,627,533
6,788,464
Gross investments in real estate
34,366,769
34,103,488
Less: accumulated depreciation
(6,521,199)
(5,970,171)
Investments in real estate assets held for sale, less accumulated depreciation(1)
581,429
556,679
Investments in real estate
$28,426,999
$28,689,996
(1)Refer to “Assets held for sale” below.
Assets held for sale
As of September 30, 2026, we had 18 operating properties and one development project aggregating 1.3 million RSF, and land
parcels aggregating 2.1 million SF that were classified as held for sale.
The disposal of the properties classified as held for sale does not represent a strategic shift that has, or will have, a major
effect on our operations or financial results, as the dispositions relate to an individual asset or a group of assets across multiple markets
and do not represent the exit from any significant market. Accordingly, these assets do not meet the criteria for classification as
discontinued operations. We cease depreciation of our properties upon their classification as held for sale.
The following table presents the components of net assets related to real estate investments that met the criteria for
classification as held for sale as of September 30, 2026 and December 31, 2025 (in thousands):
September 30, 2026
December 31, 2025
Investments in real estate, less accumulated depreciation
$581,429
$556,679
Other assets
122,913
37,859
Total assets
704,342
594,538
Total liabilities
(3,767)
(12,235)
Total accumulated other comprehensive loss (income)
2,205
(566)
Net assets classified as held for sale
$702,780
$581,737
For additional information, refer to “Real estate sales” in Note 2 – “Summary of significant accounting policies” to our unaudited
consolidated financial statements.
24
3.INVESTMENTS IN REAL ESTATE (continued)
Sales of real estate assets and impairment of real estate
Our completed dispositions of real estate assets during the nine months ended September 30, 2026 and in October 2026
consisted of the following (dollars in thousands):
Square Footage
Sales Price
(Our Share)
Property
Submarket/Market
Date of
Sale
Interest
Sold
Operating
Land and
Future
Completed during nine months ended September 30, 2026:
3825 and 3875 Fabian Way
Palo Alto/San Francisco Bay Area
7/14/26
100%
228,000
250,000
$163,000
One Hampshire Street
Cambridge/Greater Boston
8/21/26
100%
104,956
—
44,900
3911, 3931, 4025, 4031, 4045, and 4075
Sorrento Valley Boulevard
Sorrento Valley/San Diego
9/23/26
100%
95,814
144,000
26,500
Other
Various
7,350
241,750
(1)
Completed in October 2026:
Campus Point by Alexandria(2)
University Town Center/San Diego
10/23/26
(2)
1,586,697
366,816
475,000
$716,750
(1)Represents the aggregate contractual sales price of our dispositions, which differs from the sum of sales proceeds disclosed in our consolidated statement of cash flows
under “Investing activities” (proceeds from sales of real estate), amounts under “Financing activities” (contributions from and sales of noncontrolling interests), and
amounts under “Supplemental disclosure and non-cash investing and financing activities” (non-cash consideration) primarily due to the timing of payment, closing costs,
and other sales adjustments such as prorations of rents and expenses.
(2)Refer to Note 4 – “Consolidated and unconsolidated real estate joint ventures” to our unaudited consolidated financial statements in Item 1 for additional details.
Impairment of real estate
During the nine months ended September 30, 2026, we recognized impairment charges aggregating $865.9 million, classified
within impairment of real estate in our consolidated statement of operations, primarily related to the following assets:
Greater Boston market
•During the three months ended June 30, 2026, we recognized an additional impairment charge of $24.8 million related to one
vacant office property, aggregating 104,956 RSF, in the Cambridge submarket of our Greater Boston market, to reduce its
carrying amount to its updated estimated fair value less costs to sell of approximately $43.7 million based on recent
negotiations with a potential buyer. This asset was classified as held for sale in December 2025 following our assessment of
the project’s financial outlook, including the significant capital required to redevelop and lease the property. As a result, we
decided to sell this asset and reinvest the sales proceeds in other projects with greater value-creation opportunities, and
recognized an impairment charge of $105.7 million in December 2025. The sale was completed in August 2026, with no gain
or loss recognized.
•Impairment charge of $343.3 million was recognized to reduce the carrying amount of one development property at 421 Park
Drive in our Fenway submarket, to its estimated fair value less costs to sell of approximately $238.9 million based on recent
negotiations with an institutional user for the sale of 339,668 RSF, representing substantially all of the 392,011 RSF
development project at this location. The asset met the criteria for classification as held for sale as of September 30, 2026,
following our decision to sell and reallocate the substantial near-term capital that the asset would have required to complete
the development toward other projects with greater value-creation opportunities. We expect to complete the sale within the
next 12 months.
San Diego market
•During the three months ended June 30, 2026, an impairment charge of $64.2 million was recognized to reduce the carrying
amount of a land parcel located outside of a Megacampus aggregating 425,000 SF in the Sorrento Mesa submarket of our
San Diego market, to its estimated fair value less costs to sell of approximately $43.3 million. The land parcel met the criteria
for classification as held for sale as of June 30, 2026, following our reevaluation of the capital required to develop the site and
its alignment with our Megacampus strategy, resulting in our decision to monetize the asset and reallocate capital to other
projects with greater value-creation opportunities. The asset is expected to be sold to a residential developer and we expect to
complete the sale within the next 12 months.
•During the three months ended June 30, 2026, an impairment charge of $28.2 million was recognized to reduce the carrying
amounts of five operating properties, primarily comprising non-laboratory space, aggregating 95,814 RSF and one land parcel
aggregating 144,000 SF in the Sorrento Valley submarket of our San Diego market, to their estimated fair values less costs to
sell of approximately $26.7 million. These assets met the criteria for classification as held for sale as of June 30, 2026,
following our evaluation of the significant capital that would have been required to convert these properties through
redevelopment for laboratory use and their lack of alignment with our Megacampus strategy, resulting in our decision to
monetize these assets and reallocate capital to other projects with greater value-creation opportunities. The sale was
completed in September 2026, with no gain or loss recognized.
25
3.INVESTMENTS IN REAL ESTATE (continued)
•Impairment charge of $9.4 million was recognized during the three months ended September 30, 2026 to reduce the carrying
amount of one operating property aggregating 27,689 RSF in the Sorrento Valley submarket of our San Diego market, to its
estimated fair value less costs to sell of approximately $10.9 million. This asset met the criteria for classification as held for
sale as of September 30, 2026, following our evaluation of the asset’s lack of alignment with our Megacampus strategy,
resulting in our decision to sell this asset and reallocate capital to other projects with greater value-creation opportunities. We
expect to complete the sale within the next 12 months.
•During the three months ended September 30, 2026, we recognized an additional impairment charge of $8.5 million related to
four operating properties, aggregating 157,449 RSF in the Sorrento Mesa and Sorrento Valley submarkets of our San Diego
market, to reduce the carrying amounts to their estimated fair values less costs to sell of approximately $54.7 million based on
updated negotiations with prospective buyers. These assets were classified as held for sale as of June 30, 2026, following our
decision to dispose of these properties and reinvest the sales proceeds in other projects with greater value-creation
opportunities, at which time we recognized an impairment charge of $4.2 million. We expect to complete the sales within the
next 12 months.
San Francisco Bay Area market
•During the three months ended June 30, 2026, we recognized an additional impairment charge of $29.3 million related to one
future development project, aggregating 1.1 million SF, in the SoMa submarket of our San Francisco Bay Area market. The
additional impairment charge was recognized to reduce the carrying amount of this asset to its updated estimated fair value
less costs to sell of approximately $41.8 million based on recent negotiations with a potential buyer. The asset was classified
as held for sale in December 2025 following our commitment to dispose of it and reinvest the sales proceeds in other projects
with greater value-creation opportunities, resulting in an impairment charge of $333.4 million recognized in December 2025.
We expect to complete the sale within the next 12 months.
•In June 2026, we entered into a purchase and sale agreement to sell a previously impaired future development project
aggregating 250,000 SF and one operating property aggregating 228,000 RSF in the Palo Alto submarket of our San
Francisco Bay Area market. These assets were classified as held for sale in December 2025, at which time we recognized an
impairment charge of $144.7 million. During the three months ended June 30, 2026, we recognized a $23.3 million partial
reversal of the impairment charge to increase the carrying values of the assets to their aggregate sales price of $163.0 million,
less costs to sell. This adjustment was recorded as a partial offset to impairment of real estate in our consolidated statements
of operations and did not exceed the cumulative impairment previously recognized on these assets. The sale was completed
in July 2026, with no gain or loss recognized.
•Impairment charge of $135.3 million was recognized to reduce the carrying amounts of four vacant office properties,
aggregating 292,746 RSF, located on a non-Megacampus in the Palo Alto submarket of our San Francisco Bay Area market,
to their estimated fair values less costs to sell of approximately $95.3 million. These assets met the criteria for classification as
held for sale as of September 30, 2026. We acquired these office properties in 2022 with the intent to redevelop them into
laboratory space. Following our evaluation of the significant capital that would have been required to convert these properties
and to lease the vacant spaces, we decided to sell these assets and reallocate capital to other projects with greater value-
creation opportunities. We expect to complete the sale within the next 12 months.
•Impairment charge of $79.2 million was recognized to reduce the carrying amounts of six non-Megacampus properties
aggregating 103,325 RSF in the San Carlos submarket of our San Francisco Bay Area market, to their estimated fair values
less costs to sell of approximately $39.4 million. These assets met the criteria for classification as held for sale as of
September 30, 2026. We acquired these office-flex assets in 2021 with the intent to redevelop them into laboratory space.
Following our evaluation of the significant capital that would have been required to convert these properties, we decided to sell
the assets and reallocate the proceeds to other projects with greater value-creation opportunities. We expect to complete the
sale within the next 12 months.
•Impairment charge of $41.6 million was recognized to reduce the carrying amount of one future development project
aggregating 240,000 SF in the Palo Alto submarket of our San Francisco Bay Area market, to its estimated fair value less
costs to sell of approximately $124.2 million. This non-Megacampus asset met the criteria for classification as held for sale as
of September 30, 2026, following our decision to sell the property. Originally acquired in 2018 to support the expansion of our
Megacampus ecosystem, the project was evaluated based on an updated assessment of its financial outlook, including the
capital required to complete the development and lease the property. As a result, we decided to sell the asset and reallocate
the proceeds to other projects with greater value-creation opportunities. We expect to complete the sale within the next 12
months.
Texas market
•Impairment charge of $50.4 million was recognized to reduce the carrying amount of a non-Megacampus land parcel
aggregating 344,000 SF in the Austin submarket of our Texas market, to its estimated fair value less costs to sell of
approximately $11.1 million. The land parcel met the criteria for classification as held for sale as of September 30, 2026,
following our reevaluation of the capital required to develop the site and its alignment with our Megacampus strategy, resulting
in our decision to sell the asset and reallocate capital to other projects with greater value-creation opportunities. We expect to
complete the sale within the next 12 months.
26
3.INVESTMENTS IN REAL ESTATE (continued)
Canada (Non-cluster) market
•During the nine months ended September 30, 2026, we recognized a $55.0 million impairment charge related to a 247,743
RSF non-laboratory property in Canada. The property was classified as held for sale as of June 30, 2026, and written down to
its estimated fair value less costs to sell of approximately $42.5 million. We decided to sell the property rather than make the
significant near-term investment required to redevelop it, and we intend to redeploy the capital to other projects with greater
value-creation opportunities. We expect to complete the sale within the next 12 months.
During the six months ended June 30, 2026, we recognized an additional impairment charge of $27.8 million on our Montreal
portfolio following an amendment to the sales agreement, reducing its carrying amount to its estimated fair value less costs to
sell of approximately $134.5 million. This portfolio had been classified as held for sale since the fourth quarter of 2025, when
we recognized the initial impairment charge of $107.1 million.
During the three months ended September 30, 2026, the sales agreement was terminated and we decided to retain the
portfolio. Accordingly, we reclassified the portfolio from held for sale to held and used and remeasured the assets as required
under GAAP. As a result, we reversed $31.5 million of previously recognized impairment, primarily related to foreign currency
translation losses that were no longer expected to be recognized in earnings. The reversal increased the carrying amount of
the applicable real estate assets and was recorded as a reduction of impairment of real estate in our consolidated statements
of operations.
Other
ARE‑East River Science Park, LLC (“ARE”), a subsidiary of Alexandria Real Estate Equities, Inc., holds an option granted in
2006 to incorporate a land parcel adjacent to and north of the Alexandria Center® for Life Science – New York City campus (the “Option
Parcel”) into the existing ground lease, which would allow for the future development of an additional life science building within the
campus. ARE’s investment in pre‑construction costs related to the Option Parcel aggregated $185.9 million as of September 30, 2026.
On August 6, 2024, ARE filed a lawsuit in the U.S. District Court for the Southern District of New York against New York City
Health + Hospitals Corporation (“H+H”) and the New York City Economic Development Corporation (“EDC”) relating to disputes under
the ground lease and option arrangements governing the Option Parcel. ARE filed an amended complaint on January 24, 2025,
asserting claims for fraudulent inducement, breach of contract, breach of the implied covenant of good faith and fair dealing, and
declaratory relief concerning the continued validity of the option.
On March 27, 2026, the court granted defendants’ partial motion to dismiss the fraud in the inducement and implied covenant
of good faith and fair dealing claims. ARE intends to appeal this order at the appropriate time and to vigorously pursue its claims. The
court did not dismiss ARE’s claim for declaratory relief, which remains pending.
On April 10, 2026, H+H and EDC answered the amended complaint and asserted counterclaims seeking, among other things,
declaratory relief relating to the alleged expiration of the option and entitlement to a $5.0 million security deposit, and damages of at
least $3.8 million. The case remains pending.
As a result of the foregoing matters, the timing of any development of the Option Parcel is currently indeterminate. Excluding
the potential impact of the counterclaims filed by H+H and EDC, this matter exposes us to potential losses ranging from zero to the full
amount of the investment in the project aggregating $185.9 million as of September 30, 2026, depending on the resolution of the
remaining declaratory relief proceedings, the outcome of any appeal, and/or the ability to develop the project. We performed a
probability-weighted recoverability analysis based on initial estimates of various possible outcomes and determined no impairment was
present as of September 30, 2026.
Separately from, and not as part of, the pending litigation related to the Option Parcel, EDC, on behalf of H+H as the landlord
and itself as lease administrator, delivered on April 20, 2026, a notice alleging that ARE is in default of certain information delivery
obligations under the ground lease relating to the existing operating towers at the Alexandria Center for Life Science – New York City
campus, including sublease, tax, and financial information. The notice asserts that the failure to cure the alleged defaults within the
applicable 30-day cure period would result in daily charges of $1,000 increasing thereafter up to $2,000. ARE disputes the allegations
set forth in the notice of default and intends to vigorously defend against them.
On May 12, 2026, ARE filed a lawsuit in the Commercial Division of the New York State Supreme Court against H+H and EDC,
seeking a Yellowstone injunction, a preliminary injunction, and a temporary restraining order to toll all cure periods under the notice of
default and to enjoin EDC and H+H from issuing a notice of termination (the “NYS Action”). The court denied ARE’s request for a
temporary restraining order on May 13, 2026, and denied ARE’s request for a Yellowstone injunction and a preliminary injunction on
June 15, 2026. On June 17, 2026, ARE filed a notice of appeal from the court’s order, dated June 15, 2026. On July 1, 2026, ARE filed
an application for interim relief pending appeal. Following oral arguments before a single justice, the application was denied without
prejudice to determination by a full panel. On September 10, 2026, the Appellate Division, First Department, denied ARE’s request for
relief pending the determination of its merits appeal. ARE’s merits appeal remains pending.
27
3.INVESTMENTS IN REAL ESTATE (continued)
On July 2, 2026, ARE filed an amended complaint in the NYS Action, adding claims for breach of contract, breach of the
implied covenant of good faith and fair dealing, tortious interference, and unfair competition, and is seeking declaratory and injunctive
relief, based on the defendants’ alleged misuse of ARE’s confidential subtenant information and diversion of an ARE subtenant to a
competing City-sponsored project. On August 6, 2026, EDC and H+H moved to dismiss the amended complaint in its entirety, and the
motion has been fully briefed; oral arguments are scheduled for January 15, 2027. The NYS Action remains pending.
28
4.CONSOLIDATED AND UNCONSOLIDATED REAL ESTATE JOINT VENTURES
From time to time, we enter into joint venture agreements through which we own a partial interest in real estate entities that
own, develop, and operate real estate properties. As of September 30, 2026, our real estate joint ventures held the following properties:
Property(1)
Market
Submarket
Our Ownership
Interest
Consolidated real estate joint ventures:
50 and 60 Binney Street
Greater Boston
Cambridge/Inner Suburbs
34.0%
75/125 Binney Street
Greater Boston
Cambridge/Inner Suburbs
40.0%
100 and 225 Binney Street and 300 Third Street
Greater Boston
Cambridge/Inner Suburbs
30.0%
15 Necco Street
Greater Boston
Seaport Innovation District
56.7%
3215 Merryfield Row
San Diego
Torrey Pines
30.0%
Campus Point by Alexandria(2)
San Diego
University Town Center
59.3%
(3)
5200 Illumina Way
San Diego
University Town Center
51.0%
9625 Towne Centre Drive
San Diego
University Town Center
30.0%
SD Tech by Alexandria(4)
San Diego
Sorrento Mesa
50.0%
Summers Ridge Science Park(5)
San Diego
Sorrento Mesa
30.0%
Alexandria Center® for Science and Technology –
Mission Bay(6)
San Francisco Bay Area
Mission Bay
25.0%
211 and 213 East Grand Avenue
San Francisco Bay Area
South San Francisco
30.0%
500 Forbes Boulevard
San Francisco Bay Area
South San Francisco
10.0%
Alexandria Center® for Life Science – Millbrae
San Francisco Bay Area
South San Francisco
48.6%
1201 and 1208 Eastlake Avenue East
Seattle
Lake Union
30.0%
400 Dexter Avenue North
Seattle
Lake Union
30.0%
800 Mercer Street
Seattle
Lake Union
60.0%
Unconsolidated real estate joint ventures:
1655 and 1725 Third Street
San Francisco Bay Area
Mission Bay
10.0%
101 West Dickman Street
Maryland
Beltsville
58.4%
(7)
(1)Refer to the table on the next page that shows the categorization of our real estate joint ventures under the consolidation framework.
(2)Includes 10200, 10290, and 10300 Campus Point Drive and 4135, 4155, 4165, 4224, and 4242 Campus Point Court.
(3)In October 2026, we completed a partial sale of our interest in this joint venture. Refer to “Campus Point by Alexandria Megacampus” within this Note 4 for additional
information.
(4)Includes 9605, 9645, 9675, 9725, 9735, 9805, 9808, 9855, and 9868 Scranton Road and 10055, 10065, and 10075 Barnes Canyon Road.
(5)Includes 9965, 9975, 9985, and 9995 Summers Ridge Road.
(6)Includes 1450, 1500, and 1700 Owens Street, and 455 Mission Bay Boulevard South.
(7)Represents a joint venture with a local real estate operator in which our joint venture partner manages the day-to-day activities that significantly affect the economic
performance of the joint venture.
Our consolidation policy is described under “Consolidation” in Note 2 – “Summary of significant accounting policies” to our
unaudited consolidated financial statements. Consolidation accounting is highly technical, but its framework is primarily based on the
controlling financial interests and benefits of the joint ventures. We generally consolidate a joint venture that is a legal entity we control
(i.e., we have the power to direct the activities of the joint venture that most significantly affect its economic performance) through
contractual rights, regardless of our ownership interest, and where we determine that we have benefits through the allocation of
earnings or losses and fees paid to us that could be significant to the joint venture (the “VIE model”).
We also generally consolidate joint ventures when we have a controlling financial interest through voting rights and where our
voting interest is greater than 50% (the “voting model”). Voting interest differs from ownership interest for some joint ventures. We
account for joint ventures that do not meet the consolidation criteria under the equity method of accounting by recognizing our share of
income and losses.
29
4.CONSOLIDATED AND UNCONSOLIDATED REAL ESTATE JOINT VENTURES (continued)
The table below shows the categorization of our real estate joint ventures under the consolidation framework:
Property
Consolidation
Model
Voting Interest
Consolidation Analysis
Conclusion
50 and 60 Binney Street
VIE model
Not applicable
under VIE
model
Consolidated
75/125 Binney Street
We have:
100 and 225 Binney Street and 300
Third Street
15 Necco Street
(i)
The power to direct the
activities of the joint venture
that most significantly affect its
economic performance; and
3215 Merryfield Row
Campus Point by Alexandria
5200 Illumina Way
9625 Towne Centre Drive
(ii)
Benefits that can be significant
to the joint venture.
SD Tech by Alexandria
Summers Ridge Science Park
Alexandria Center® for Science and
Technology – Mission Bay
211 and 213 East Grand Avenue
Therefore, we are the primary
beneficiary of each VIE
500 Forbes Boulevard
Alexandria Center® for Life Science –
Millbrae
1201 and 1208 Eastlake Avenue East
400 Dexter Avenue North
800 Mercer Street
101 West Dickman Street
We do not control the joint venture
and are therefore not the primary
beneficiary.
Equity method
of accounting
1655 and 1725 Third Street
Voting model
Does not
exceed 50%
Our voting interest is 50% or less.
Consolidated real estate joint ventures
Consolidated VIEs’ balance sheet information
We, together with joint venture partners, hold interests in real estate joint ventures that we consolidate in our financial
statements. These existing joint ventures provide significant equity capital to fund a portion of our future construction spending, and our
joint venture partners may also contribute equity into these entities for financing-related activities.
The table below aggregates the balance sheet information of our consolidated VIEs (in thousands):
September 30, 2026
December 31, 2025
Investments in real estate
$6,122,821
$6,129,668
Cash and cash equivalents
232,764
258,755
Other assets
725,048
712,154
Total assets
$7,080,633
$7,100,577
Secured notes payable
$—
$—
Other liabilities
614,837
324,513
Total liabilities
614,837
324,513
Redeemable noncontrolling interests
—
49,554
Alexandria Real Estate Equities, Inc.’s share of equity
2,863,805
3,098,932
Noncontrolling interests’ share of equity
3,601,991
3,627,578
Total liabilities and equity
$7,080,633
$7,100,577
30
4.CONSOLIDATED AND UNCONSOLIDATED REAL ESTATE JOINT VENTURES (continued)
In determining whether to aggregate the balance sheet information of consolidated VIEs, we considered the similarity of each
VIE, including the primary purpose of these entities to own, manage, operate, and lease real estate properties owned by the VIEs, and
the similar nature of our involvement in each VIE as a managing member. Due to the similarity of the characteristics,  we present the
balance sheet information of these entities on an aggregated basis. As of September 30, 2026, none of our consolidated VIEs’ assets
were subject to restrictions that limit their use to settle specific obligations of the VIEs, no creditors or other partners of our consolidated
VIEs had recourse to our general credit, and our maximum exposure to our consolidated VIEs was limited to our variable interests in
each VIE.
99 Coolidge Avenue
In July 2025, we amended the agreement for our consolidated real estate joint venture at 99 Coolidge Avenue in our
Cambridge/Inner Suburbs submarket. Pursuant to the amendment, the carrying amount of our partner’s noncontrolling interest was
adjusted from $42.0 million to $48.7 million, and the interest was converted into a redeemable noncontrolling interest that accrued a
fixed 4.05% annual preferred return (“distributions”). In January 2026, our partner exercised its option to require us to purchase its
entire preferred interest, and the redemption was completed in January 2026 for $49.7 million, inclusive of unpaid distributions. 
Campus Point by Alexandria Megacampus
As of September 30, 2026, we held a 59.3% ownership interest in a consolidated joint venture that owns substantially all of the
Campus Point by Alexandria Megacampus, comprising seven operating properties aggregating 1.6 million RSF, located in our
University Town Center submarket of our San Diego market.
In October 2026, we completed the sale of an approximately 29% noncontrolling interest in the consolidated real estate joint
venture that owns substantially all of the Campus Point by Alexandria Megacampus for $475.0 million. We expect our new partner’s
initial share of the annual distributions to approximate 5.5% of the $475.0 million contributed capital. Upon completion of the sale, our
ownership interest in the real estate joint venture decreased to approximately 30%. We expect to fund the majority of future construction
costs at the Megacampus, which is expected to increase our ownership interest in the campus over time to over 50%, with the
ownership interests of our new joint venture partner and existing joint venture partner decreasing to below 20% and 30%, respectively.
Our new joint venture partner has the right to require us to purchase its interest after the seventh anniversary of the transaction
in exchange for shares of our common stock, subject to a contractual share issuance limit, or, at our election, in cash or a combination
of cash and shares.
We retained control and therefore continue to consolidate the properties held by the real estate joint venture. Accordingly, we
accounted for the $44.2 million difference between the consideration received and the book value of our interest sold as an increase to
additional paid-in capital, with no gain recognized in earnings.
Noncontrolling interests in consolidated real estate joint ventures
Noncontrolling interests represent the third-party interests in consolidated real estate joint ventures in which we have a
controlling interest. 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. During the nine months ended September 30, 2026 and 2025, we distributed
$171.2 million and $186.8 million, respectively, to our consolidated real estate joint venture partners.
Unconsolidated real estate joint ventures
Our investments in unconsolidated real estate joint ventures, accounted for under the equity method and classified in
investments in unconsolidated real estate joint ventures in our consolidated balance sheets, consisted of the following as of
September 30, 2026 and December 31, 2025 (in thousands):
Property
September 30, 2026
December 31, 2025
1655 and 1725 Third Street
$18,719
$19,484
101 West Dickman Street
9,861
9,669
Other
—
1,524
$28,580
$30,677
As of September 30, 2026, our maximum exposure related to our only unconsolidated VIE, 101 West Dickman Street, is
limited to our investment in this joint venture and a guarantee of up to $5.4 million of the outstanding balance related to the VIE’s
secured construction loan.
31
4.CONSOLIDATED AND UNCONSOLIDATED REAL ESTATE JOINT VENTURES (continued)
Below are key terms of unconsolidated real estate joint ventures’ secured loans as of September 30, 2026 (dollars in
thousands):
Interest
Rate(1)
At 100%
Our
Share
Unconsolidated Joint Venture
Maturity Date
Stated Rate
Aggregate
Commitment
Debt
Balance(2)
101 West Dickman Street
10/29/26
(3)
SOFR+1.95%
(4)
5.91%
$26,750
$19,354
58.4%
1655 and 1725 Third Street
2/10/35
6.37%
6.44%
500,000
497,138
10.0%
$526,750
$516,492
(1)Includes interest expense and amortization of loan fees.
(2)Represents outstanding principal, net of unamortized deferred financing costs, as of September 30, 2026.
(3)In October 2026, the unconsolidated real estate joint venture refinanced this debt with a new $22.5 million secured note payable bearing interest at SOFR+1.85% and
maturing in October 2030. As of September 30, 2026, our investment in this unconsolidated real estate joint venture was $9.9 million.
(4)This loan is subject to a SOFR floor of 0.75%.
32
5.LEASES
Refer to “Lease accounting” in Note 2 – “Summary of significant accounting policies” to our unaudited consolidated financial
statements for information about lease accounting standards that set principles for the recognition, measurement, presentation, and
disclosure of leases for both parties to a lease agreement (i.e., lessees and lessors).
Leases in which we are the lessor
As of September 30, 2026, we had 328 properties aggregating 36.5 million operating RSF in key cluster locations, including
Greater Boston, San Diego, the San Francisco Bay Area, Seattle, Maryland, Research Triangle, and New York City. We primarily focus
on developing Class A/A+ properties in AAA life science and advanced technology innovation clusters that offer the scale and strategic
design integral to our Megacampus strategy. Strategically located near top academic and medical research institutions, our
Megacampus ecosystems feature curated amenities and services and convenient access to transit, creating environments that help our
tenants attract and retain top talent.
As of September 30, 2026, all leases in which we are the lessor were classified as operating leases, with the exception of one
direct financing and one sales-type lease. Our leases are described below.
Operating leases
As of September 30, 2026, our 328 properties were subject to operating lease agreements. Five of these properties are
subject to operating lease agreements that each contain a purchase option as described below:
(i)Two of these properties, representing two land parcels in the San Francisco Bay Area market, are subject to lease
agreements that each contain an option for the lessee to purchase the underlying asset from us at fair market value during
each of the 30-day periods commencing on the dates that are 15 years, 30 years, and 74.5 years after the rent
commencement date of October 1, 2017. The remaining lease term related to each of the two land parcels is 66.2 years.
(ii)Two operating properties in the Seattle market, held by a consolidated real estate joint venture, are subject to purchase
options held by our partner in this joint venture, which is also a tenant at these properties. One purchase option allows our
partner to purchase our 30% interest in one property for $40.0 million in 2031. Contingent upon the exercise of this option,
the second purchase option allows our partner to purchase our 30% interest in one property for $69.1 million in 2034. Our
partner’s remaining lease terms for these operating leases are 6.4 years and 18.0 years, respectively.
(iii)One property subject to an operating lease agreement contains a purchase option exercisable at fair market value in
March 2034.
Certain operating leases contain options for tenants to extend their leases at prevailing market rates at the time of expiration.
In addition, certain operating leases contain an early termination option that requires advance notification and payment of an early
termination fee by the tenant.
At the commencement of each lease, we establish the lease term comprising the noncancelable period for each lease together
with periods covered by options to extend or terminate the lease that we determine the lessee is reasonably certain to exercise. Our
assessment of whether a lessee is reasonably certain to exercise or not exercise an option considers all economic factors relevant to
the assessment, including property-based, market-based, and tenant-based factors. We do not reassess the lease term or a lessee
option to purchase the underlying asset unless there is a lease modification that is not accounted for as a separate contract.
Future lease payments to be received under the terms of our operating lease agreements, excluding expense
reimbursements, in effect as of September 30, 2026 are outlined in the table below (in thousands):
Year
Amount
2026
$391,858
2027
1,529,103
2028
1,423,920
2029
1,329,663
2030
1,259,699
Thereafter
8,116,482
Total
$14,050,725
Refer to Note 3 – “Investments in real estate” to our unaudited consolidated financial statements for additional information
about our owned real estate assets, which are the underlying assets under our operating leases.
33
5.LEASES (continued)
Direct financing and sales-type leases
As of September 30, 2026, we have one direct financing lease agreement, with a net investment balance of $43.2 million, for a
parking structure with a remaining lease term of 66.2 years. The lessee has an option to purchase the underlying asset at fair market
value during each of the 30-day periods commencing on the dates that are 15 years, 30 years, and 74.5 years after the rent
commencement date of October 1, 2017.
As of September 30, 2026, we also have one sales-type lease for a property in the Seattle market. As of September 30, 2026,
the net investment in this lease is $16.9 million. At the end of the lease term in 2026, title to the property under this lease will transfer to
the tenant for a sales price of approximately $18.5 million.
As of September 30, 2026, our estimated provision for expected credit losses related to our direct financing and sales-type
leases aggregated $1.8 million, which was predominantly related to our direct financing lease. We estimate the provision for expected
credit losses related to our direct financing lease using a probability of default methodology, which incorporates the borrower’s
investment-grade credit rating from S&P Global Ratings, to evaluate the probability of default. Additionally, we incorporate the projected
value of the real estate securing the investments to estimate potential recoveries in the event of default, among other inputs. The
estimate of the expected credit loss related to our sales-type lease was determined using historical industry losses and transaction-
specific information, including the estimated fair value of the underlying real estate asset securing this transaction, the short-term nature
of this lease, and other available information. For further details, refer to “Provision for expected credit losses” in Note 2 – “Summary of
significant accounting policies” to our unaudited consolidated financial statements.
The components of our aggregate net investment in our direct financing and sales-type leases as of September 30, 2026 and
December 31, 2025 are summarized in the table below (in thousands):
September 30, 2026
December 31, 2025
Gross investment in direct financing and sales-type leases
$264,805
$265,839
Less: unearned income on direct financing lease
(202,985)
(205,037)
Less: provision for expected credit losses
(1,817)
(1,817)
Net investment in leases
$60,003
$58,985
Future lease payments to be received under the terms of our direct financing and sales-type leases as of September 30, 2026
are outlined in the table below (in thousands):
Year
Total
2026
$17,412
2027
2,097
2028
2,160
2029
2,224
2030
2,291
Thereafter
238,621
Total
$264,805
34
5.LEASES (continued)
Income from rentals
Our income from rentals includes revenue related to agreements for the rental of our real estate, which primarily includes
revenues subject to the lease accounting standard and the revenue recognition accounting standard as shown below (in thousands):
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026
2025
2026
2025
Income from rentals:
Revenues subject to the lease accounting standard:
Operating leases
$641,492
$722,643
$1,911,559
$2,176,999
Direct financing and sales-type leases
686
1,409
2,542
3,308
Revenues subject to the lease accounting standard
642,178
724,052
1,914,101
2,180,307
Revenues subject to the revenue recognition accounting
standard
11,440
11,797
35,740
35,996
Income from rentals
$653,618
$735,849
$1,949,841
$2,216,303
Revenues subject to the revenue recognition accounting standard and classified in income from rentals consist primarily of
short-term parking revenues that are not considered lease revenues under the lease accounting standard. Refer to “Revenues” and
“Recognition of revenue arising from contracts with customers” in Note 2 – “Summary of significant accounting policies” to our
unaudited consolidated financial statements for additional information.
Residual value risk management strategy
Our leases do not have guarantees of residual value on the underlying assets. We manage risk associated with the residual
value of our leased assets by (i) evaluating each potential acquisition of real estate to determine whether it meets our business
objective to invest primarily in high-demand markets, (ii) directly managing our leased properties, conducting frequent property
inspections, proactively addressing potential maintenance issues, and/or timely resolving any occurring issues, and (iii) carefully
selecting our tenants and monitoring their credit quality throughout their respective lease terms.
Leases in which we are the lessee
Operating lease agreements
We have ground and office operating lease agreements in which we are the lessee. Certain of these leases have options to
extend or terminate the contract terms upon meeting certain criteria. There are no notable restrictions or covenants imposed by the
leases, nor guarantees of residual value.
We recognize a right-of-use asset, which is classified within other assets in our consolidated balance sheets, and a related
liability, which is classified within accounts payable, accrued expenses, and other liabilities in our consolidated balance sheets, to
account for our future obligations under ground and office lease arrangements in which we are the lessee. Refer to “Lessee accounting”
in Note 2 – “Summary of significant accounting policies” to our unaudited consolidated financial statements.
As of September 30, 2026, the present value of the remaining contractual payments aggregating $754.4 million under our
operating lease agreements, including our extension options that we are reasonably certain to exercise, was $354.0 million. Our
corresponding operating lease right-of-use assets, adjusted for initial direct leasing costs and other consideration exchanged with the
landlord prior to the commencement of the lease, aggregated $686.2 million. As of September 30, 2026, the weighted-average
remaining lease term of operating leases in which we are the lessee was approximately 60 years, including extension options that we
are reasonably certain to exercise, and the weighted-average discount rate was 4.7%. The weighted-average discount rate is based on
the incremental borrowing rate estimated for each lease, which is the interest rate that we estimate we would have to pay to borrow on
a collateralized basis over a similar term for an amount equal to the lease payments.
Ground lease obligations as of September 30, 2026 included leases for 31 of our properties, which accounted for
approximately 9% of our total number of properties. Our ground lease obligations have remaining lease terms ranging from
approximately 28 to 97 years, including extension options that we are reasonably certain to exercise.
35
5.LEASES (continued)
The reconciliation of future lease payments under noncancelable operating leases in which we are the lessee to the operating
lease liability reflected in our unaudited consolidated balance sheet as of September 30, 2026 is in the table below (in thousands):
Year
Total
2026
$4,989
2027
21,003
2028
21,318
2029
20,825
2030
20,743
Thereafter
665,496
Total future payments under our operating leases in which we are the lessee
754,374
Effect of discounting
(400,346)
Operating lease liability
$354,028
Lessee operating costs
Operating lease costs relate to our ground and office leases in which we are the lessee. Ground leases generally require fixed
annual rent payments and may also include escalation clauses and renewal options. For the nine months ended September 30, 2026
and 2025, amounts paid and classified as operating activities in our unaudited consolidated statements of cash flows for leases in which
we are the lessee aggregated $18.0 million and $165.2 million, respectively. The decrease is primarily due to the ground lease
prepayment of $135.0 million made in January 2025 for a 24-year lease term extension to our existing ground lease agreement at the
Alexandria Technology Square® Megacampus in our Cambridge submarket.
Our operating lease obligations related to our office leases have remaining terms of up to 10 years, exclusive of extension
options. For the three and nine months ended September 30, 2026 and 2025, our costs for operating leases in which we are the lessee
were as follows (in thousands):
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026
2025
2026
2025
Gross operating lease costs
$8,006
$11,525
$24,426
$36,743
Capitalized lease costs
(1,027)
(880)
(2,872)
(2,293)
Expenses for operating leases in which we are the lessee
$6,979
$10,645
$21,554
$34,450
6. CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
Cash, cash equivalents, and restricted cash consisted of the following as of September 30, 2026 and December 31, 2025 (in
thousands):
 
September 30, 2026
December 31, 2025
Cash and cash equivalents
$508,855
$549,062
Restricted cash:
Development escrows
2,102
2,142
Security deposits
1,778
1,729
Other
1,028
822
4,908
4,693
Total
$513,763
$553,755
36
7.INVESTMENTS
We hold investments in publicly traded companies and privately held entities primarily involved in the life science industry. As a
REIT, we generally limit our ownership of each individual entity’s voting stock to less than 10%. We evaluate each investment to
determine whether we have the ability to exercise significant influence, but not control, over an investee. We evaluate investments in
which our ownership is equal to or greater than 20%, but less than or equal to 50%, of an investee’s voting stock with a presumption
that we have this ability. For our investments in limited partnerships that maintain specific ownership accounts, we presume that such
ability exists when our ownership interest exceeds 3% to 5%. In addition to our ownership interest, we consider whether we have a
board seat or whether we participate in the investee’s policy-making process, among other criteria, to determine if we have the ability to
exert significant influence, but not control, over an investee. If we determine that we have such ability, we account for the investment
under the equity method, as described below.
From time to time, we may hold equity investments in publicly traded companies that are subject to temporary contractual sale
restrictions. We do not recognize a discount related to such contractual sale restrictions.
Investments accounted for under the equity method
Under the equity method of accounting, we initially recognize our investment at cost and subsequently adjust the carrying
amount of the investment for our share of earnings or losses reported by the investee, distributions received, and other-than-temporary
impairments.
As of September 30, 2026, we had nine investments in limited partnerships maintaining specific ownership accounts for each
investor, which were accounted for under the equity method. These investments aggregated $394.4 million. Our ownership interest in
each of these nine investments was greater than 5%.
Investments that do not qualify for the equity method of accounting
For investees over which we determine that we do not have the ability to exercise significant influence or control, we account
for each investment depending on whether it is an investment in a (i) publicly traded company, (ii) privately held entity that reports NAV
per share, or (iii) privately held entity that does not report NAV per share, as described below.
Investments in publicly traded companies
Our investments in publicly traded companies are classified as investments with readily determinable fair values and are
presented at fair value in our consolidated balance sheets, with changes in fair value classified in investment income (losses) in our
consolidated statements of operations. The fair values for our investments in publicly traded companies are determined based on sales
prices or quotes available on securities exchanges.
Investments in privately held companies
Our investments in privately held entities without readily determinable fair values consist of (i) investments in privately held
entities that report NAV per share and (ii) investments in privately held entities that do not report NAV per share. These investments are
accounted for as follows:
Investments in privately held entities that report NAV per share
Investments in privately held entities that report NAV per share, such as our privately held investments in limited partnerships,
are presented at fair value using NAV as a practical expedient, with changes in fair value classified in investment income (losses) in our
consolidated statements of operations. We use NAV per share reported by limited partnerships generally without adjustment, unless we
are aware of information indicating that the NAV reported by a limited partnership does not accurately reflect the fair value of the
investment at our reporting date.
Investments in privately held entities that do not report NAV per share
Investments in privately held entities that do not report NAV per share are accounted for using a measurement alternative
under which these investments are measured at cost, adjusted for observable price changes and impairments, with changes classified
in investment income (losses) in our consolidated statements of operations.
An observable price arises from an orderly transaction for an identical or similar investment of the same issuer, which is
observed by an investor without expending undue cost and effort. Observable price changes result from, among other things, equity
transactions of the same issuer executed during the reporting period, including subsequent equity offerings or other reported equity
transactions related to the same issuer. To determine whether these transactions are indicative of an observable price change, we
evaluate, among other factors, whether these transactions have similar rights and obligations, including voting rights, distribution
preferences, and conversion rights to the investments we hold.
37
7.INVESTMENTS (continued)
Impairment evaluation of equity method investments and investments in privately held entities that do not report NAV per share
We monitor equity method investments and investments in privately held entities that do not report NAV per share for new
developments, including operating results, prospects and results of clinical trials, new product initiatives, new collaborative agreements,
capital-raising events, and merger and acquisition activities. These investments are evaluated on the basis of a qualitative assessment
for indicators of impairment by monitoring the presence of the following triggering events or impairment indicators:
(i)a significant deterioration in the earnings performance, credit rating, asset quality, or business prospects of the investee;
(ii)a significant adverse change in the regulatory, economic, or technological environment of the investee;
(iii)a significant adverse change in the general market condition, including the research and development of technology and
products that the investee is bringing or attempting to bring to the market;
(iv)significant concerns about the investee’s ability to continue as a going concern; and/or
(v)a decision by investors to cease providing support or reduce their financial commitment to the investee.
If such indicators are present, we are required to estimate the investment’s fair value and immediately recognize an
impairment charge in an amount equal to the investment’s carrying value in excess of its estimated fair value.
Investment income/loss recognition and classification
We recognize both realized and unrealized gains and losses in our consolidated statements of operations, classified in
investment income (losses) in our consolidated statements of operations. Unrealized gains and losses represent:
(i)changes in fair value for investments in publicly traded companies;
(ii)changes in NAV for investments in privately held entities that report NAV per share;
(iii)observable price changes for investments in privately held entities that do not report NAV per share; and
(iv)our share of unrealized gains or losses reported by our equity method investees.
Realized gains and losses on our investments represent the difference between proceeds received upon disposition of
investments and their historical or adjusted cost basis. For our equity method investments, realized gains and losses represent our
share of realized gains or losses reported by the investee. Impairments are realized losses, which result in an adjusted cost basis, and
represent charges to reduce the carrying values of investments in privately held entities that do not report NAV per share and equity
method investments, if impairments are deemed other than temporary, to their estimated fair value.
Funding commitments to investments in privately held entities that report NAV
We are committed to funding approximately $317.5 million for our investments in privately held entities that report NAV. Our
funding commitments expire at various dates over the next 11 years, with a weighted-average expiration of 7.8 years as of September
30, 2026. These investments are not redeemable by us, but we may receive distributions from these investments throughout their
terms. Our investments in privately held entities that report NAV generally have expected initial terms in excess of 10 years. The
weighted-average remaining term during which these investments are expected to be liquidated was 5.4 years as of September 30,
2026.
The following tables summarize our investments as of September 30, 2026 and December 31, 2025 (in thousands):
September 30, 2026
Cost
Unrealized
Gains
Unrealized
Losses
Carrying
Amount
Publicly traded companies
$105,921
$56,294
$(24,638)
$137,577
Entities that report NAV
507,978
215,565
(43,100)
680,443
Entities that do not report NAV:
Entities with observable price changes
77,062
50,568
(10,785)
116,845
Entities without observable price changes
406,415
—
—
406,415
Investments accounted for under the equity method
N/A
N/A
N/A
394,393
Total investments
$1,097,376
$322,427
$(78,523)
$1,735,673
38
7.INVESTMENTS (continued)
December 31, 2025
Cost
Unrealized
Gains
Unrealized
Losses
Carrying
Amount
Publicly traded companies
$54,752
$44,319
$(4,143)
$94,928
Entities that report NAV
460,160
89,514
(37,298)
512,376
Entities that do not report NAV:
Entities with observable price changes
82,252
50,601
(9,615)
123,238
Entities without observable price changes
413,324
—
—
413,324
Investments accounted for under the equity method
N/A
N/A
N/A
357,383
Total investments
$1,010,488
$184,434
$(51,056)
$1,501,249
Cumulative gains and losses (realized and unrealized) on investments in privately held entities that do not report NAV still held
as of September 30, 2026 aggregated to a loss of $137.8 million, which consisted of upward adjustments aggregating $50.6 million,
downward adjustments aggregating $10.8 million, and impairments aggregating $177.6 million.
Our investment income (losses) for the three and nine months ended September 30, 2026 and 2025 consisted of the following
(in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Realized gains
$2,427
(1)
$9,646
$9,471
(1)
$19,115
Unrealized gains (losses)
21,563
18,515
143,164
(71,568)
Investment income (losses)
$23,990
(2)
$28,161
$152,635
(2)
$(52,453)
(1)Consists of realized gains of $16.0 million and $44.5 million, partially offset by impairment charges of $13.6 million and $35.0 million during the three and nine months
ended September 30, 2026, respectively.
(2)Investment income of $24.0 million and $152.6 million included $340 thousand of equity in losses and $28.2 million of equity in earnings of our equity method
investments during the three and nine months ended September 30, 2026, respectively.
Additional details on our non-real estate investments still held as of the end of each period are presented below (in thousands):
Nine Months Ended September 30,
2026
2025
Investments in privately held entities that do not report NAV still held as of the end of
each period:
Upward adjustments
$15,821
$14,939
Downward adjustments and impairments
(50,930)
(94,034)
$(35,109)
$(79,095)
Unrealized gains on non-real estate investments still held as of the end of each period
(excluding equity method investments)
$127,209
$16,592
Refer to “Investments” in Note 2 – “Summary of significant accounting policies” to our unaudited consolidated financial
statements for additional information.
39
8. OTHER ASSETS
The following table summarizes the components of other assets as of September 30, 2026 and December 31, 2025 (in
thousands):
September 30, 2026
December 31, 2025
Acquired in-place leases
$158,803
$204,008
Deferred compensation plan
62,540
53,529
Deferred financing costs – unsecured senior line of credit
63,027
39,406
Deposits
28,043
28,618
Furniture, fixtures, equipment, and software
77,295
70,311
Net investment in leases
60,003
58,985
Notes receivable
276,808
258,033
Operating lease right-of-use assets
686,159
697,865
Other assets
92,031
87,036
Prepaid expenses
44,850
33,718
Property, plant, and equipment
127,905
130,263
Total
$1,677,464
$1,661,772
Notes receivable
Our notes receivable as of September 30, 2026 and December 31, 2025 consisted of the following (dollars in thousands):
September 30, 2026
Weighted-Average
Notes Receivable
Effective
Interest Rate
Maturity
Date
Balance
December 31, 2025
Secured by real estate assets in San Diego
9.9%
1/10/29
$262,023
$240,476
Secured by real estate assets in Greater Boston
6.2%
12/16/29
15,317
18,089
Less: provision for expected credit losses
(532)
(532)
Notes receivable
$276,808
$258,033
Our notes receivable represent held-to-maturity debt securities carried at amortized cost and are generally secured by real
estate. Under the current expected credit losses accounting standard, we are required to estimate and, if necessary, recognize a
provision for expected credit losses related to these notes. We do not have a history of losses on such securities; therefore, we utilize
available information on historical losses for the commercial real estate industry. We determine expected credit losses for our notes
receivable using historical industry losses and considering loan-specific information, including credit ratings of the borrowers, estimated
fair values of underlying real estate assets, loan-to-value ratios, the presence of guarantors, and/or other available information. During
the three and nine months ended September 30, 2026, no adjustment to the provision for expected credit losses related to our notes
receivable was required. The provision is evaluated on an ongoing basis, with any necessary adjustments recognized in the
corresponding period.
40
9.FAIR VALUE MEASUREMENTS
We provide fair value information about all financial instruments for which it is practicable to estimate fair value. We measure
and disclose the estimated fair value of financial assets and liabilities by 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: (i) quoted prices in active markets for identical assets or liabilities
(Level 1), (ii) significant other observable inputs (Level 2), and (iii) significant unobservable inputs (Level 3). 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. Significant unobservable inputs are typically based on an
entity’s own assumptions, since there is little, if any, related market activity. In instances in which 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 of 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.
Assets and liabilities measured at fair value on a recurring basis
The following table sets forth the assets and liabilities that we measure at fair value on a recurring basis by level in the fair
value hierarchy as of September 30, 2026 and December 31, 2025 (in thousands). There were no transfers of assets measured at fair
value on a recurring basis to or from Level 3 in the fair value hierarchy during the nine months ended September 30, 2026.
Fair Value Measurement Using
Description
Total
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
Significant
Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Assets:
Investments in publicly traded companies:
As of September 30, 2026
$137,577
$137,577
$—
$—
As of December 31, 2025
$94,928
$94,928
$—
$—
Cross-currency swap agreements:
As of September 30, 2026
$3,634
$—
$3,634
$—
Liabilities:
Cross-currency swap agreements:
As of December 31, 2025
$928
$—
$928
$—
Our investments in publicly traded companies represent investments with readily determinable fair values, and are carried at
fair value, with changes in fair value classified in investment income (losses) in our consolidated financial statements. We also hold
investments in privately held entities, which consist of (i) investments that report NAV and (ii) investments that do not report NAV, as
further described below.
Our investments in privately held entities that report NAV, such as our privately held investments in limited partnerships, are
carried at fair value using NAV as a practical expedient, with changes in fair value classified in net income. As of September 30, 2026
and December 31, 2025, the carrying values of investments in privately held entities that report NAV aggregated $680.4 million and
$512.4 million, respectively. These investments are excluded from the fair value hierarchy above as required by the fair value
accounting standard. We estimate the fair value of each of our investments in limited partnerships based on the most recent NAV
prepared by the general partner and reported by each limited partnership. As a result, the determination of fair values of our
investments in privately held entities that report NAV generally does not involve significant estimates, assumptions, or judgments on our
part.
Our cross-currency swap agreements are recognized at fair value. Refer to Note 2 – “Summary of significant accounting
policies” and Note 11 – “Hedge agreements” to our unaudited consolidated financial statements for additional information.
41
9.FAIR VALUE MEASUREMENTS (continued)
Assets and liabilities measured at fair value on a nonrecurring basis
The following table sets forth our assets measured at fair value on a nonrecurring basis, categorized by level within the fair
value hierarchy, as of September 30, 2026 and December 31, 2025 (in thousands).
Fair Value Measurement Using
Description
Carrying
Amount
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
Significant
Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Real estate assets with carrying values adjusted
based on fair values during the:
Nine months ended September 30, 2026
$882,223
(1)
$—
$—
$882,223
Year ended December 31, 2025
$581,737
(1)
$—
$—
$581,737
Investments in privately held entities that do not
report NAV with carrying values adjusted based on
fair values during the:
Nine months ended September 30, 2026
$79,653
$—
$65,424
(2)
$14,229
(3)
Year ended December 31, 2025
$68,738
$—
$62,261
(2)
$6,477
(3)
(1)These amounts represent the aggregate carrying amounts of real estate assets for which adjustments based on nonrecurring fair value measurements were recognized
during the respective periods, including assets for which impairment losses or reversals of previously recognized impairment losses were recorded. These assets
primarily include a subset of our total real estate assets classified as held for sale as of September 30, 2026 and December 31, 2025. The fair values for these real
estate assets were estimated based on executed purchase and sale agreements, letters of intent, valuations provided by third-party real estate brokers, or market
comparables from recent transactions. Refer to “Investments in real estate” in Note 2 – “Summary of significant accounting policies” and “Assets held for sale” in Note 3
– “Investments in real estate” to our unaudited consolidated financial statements for additional information.
(2)These amounts represent the carrying amounts of our equity investments in privately held entities with observable price changes for which adjustments based on
nonrecurring fair value measurements were recognized during the respective periods. These amounts are included in the investment balances of $1.74 billion and $1.50
billion in our unaudited consolidated balance sheets as of September 30, 2026 and December 31, 2025, respectively, disclosed in Note 7 – “Investments” to our
unaudited consolidated financial statements.
(3)These amounts are included in the investments in privately held entities without observable price changes balances aggregating $406.4 million and $413.3 million as of
September 30, 2026 and December 31, 2025, respectively, disclosed in Note 7 – “Investments” to our unaudited consolidated financial statements, and represent the
carrying amounts of investments in privately held entities that do not report NAV for which impairments have been recognized during the respective periods in
accordance with the measurement alternative guidance described in “Investments” in Note 2 – “Summary of significant accounting policies” to our unaudited
consolidated financial statements.
Investments in privately held entities that do not report NAV
Our investments in privately held entities that do not report NAV are measured at cost, adjusted for observable price changes
and impairments, with changes recognized in net income (loss). These investments are adjusted based on the observable price
changes in orderly transactions for the identical or similar investment of the same issuer. Further adjustments are not made until
another observable transaction occurs. Therefore, the determination of fair values of our investments in privately held entities that do
not report NAV does not involve significant estimates and assumptions or subjective and complex judgments.
We also subject our investments in privately held entities that do not report NAV to a qualitative assessment for indicators of
impairment. If indicators of impairment are present, we are required to estimate the investment’s fair value and immediately recognize
an impairment charge in an amount equal to the investment’s carrying value in excess of its estimated fair value.
The estimates of fair value typically incorporate valuation techniques that include an income approach reflecting a discounted
cash flow analysis, and a market approach that includes a comparative analysis of acquisition multiples and pricing multiples generated
by market participants. In certain instances, we may use multiple valuation techniques for a particular investment and estimate its fair
value based on an average of multiple valuation results.
Refer to Note 7 – “Investments” to our unaudited consolidated financial statements for additional information.
Assets and liabilities not measured at fair value in the statement of financial position but for which the fair value is disclosed
The fair values of our unsecured senior notes payable, junior subordinated notes payable, and the amounts outstanding on our
unsecured senior line of credit and commercial paper program were estimated using widely accepted valuation techniques, including
discounted cash flow analyses using significant other observable inputs such as available market information on discount and
borrowing rates with similar terms, maturities, and credit ratings. 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.
42
9.FAIR VALUE MEASUREMENTS (continued)
As of September 30, 2026 and December 31, 2025, the book and estimated fair values of our unsecured senior notes payable,
junior subordinated notes payable, and the amounts outstanding under our unsecured senior line of credit and commercial paper
program, including the level within the fair value hierarchy for which the estimates were derived, were as follows (in thousands):
September 30, 2026
Book Value
Fair Value Hierarchy
Estimated
Fair Value
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
Significant
Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Liabilities:
Unsecured senior notes payable
$10,820,687
$—
$9,323,013
$—
$9,323,013
Junior subordinated notes payable
$985,143
$—
$969,100
$—
$969,100
Unsecured senior line of credit
$—
$—
$—
$—
$—
Commercial paper program
$1,091,166
$—
$1,091,605
$—
$1,091,605
December 31, 2025
Book Value
Fair Value Hierarchy
Estimated
Fair Value
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
Significant
Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Liabilities:
Unsecured senior notes payable
$12,047,394
$—
$10,675,433
$—
$10,675,433
Unsecured senior line of credit
$—
$—
$—
$—
$—
Commercial paper program
$353,161
$—
$353,189
$—
$353,189
The carrying values of cash and cash equivalents, restricted cash, tenant receivables, deposits, notes receivable, accounts
payable, accrued expenses, and other short-term liabilities approximate their fair value.
43
10.SECURED AND UNSECURED SENIOR DEBT
The following table summarizes our outstanding indebtedness and respective principal payments remaining as of September 30, 2026 (dollars in thousands):
Stated 
Rate
Interest
Rate(1)
Maturity
Date(2)
Principal Payments Remaining for the Periods Ending December 31,
Unamortized
(Deferred
Financing
Cost),
(Discount)/
Premium
Debt
2026
2027
2028
2029
2030
Thereafter
Principal
Total
Unsecured senior notes payable
3.95%
4.13%
1/15/27
$—
$350,000
$—
$—
$—
$—
$350,000
$(167)
$349,833
Unsecured senior notes payable
3.95%
4.07
1/15/28
—
—
425,000
—
—
—
425,000
(569)
424,431
Unsecured senior notes payable
4.50%
4.60
7/30/29
—
—
—
300,000
—
—
300,000
(637)
299,363
Unsecured senior notes payable
2.75%
2.87
12/15/29
—
—
—
400,000
—
—
400,000
(1,346)
398,654
Unsecured senior notes payable
4.70%
4.81
7/1/30
—
—
—
—
450,000
—
450,000
(1,408)
448,592
Unsecured senior notes payable
4.90%
5.05
12/15/30
—
—
—
—
700,000
—
700,000
(3,359)
696,641
Unsecured senior notes payable
3.375%
3.48
8/15/31
—
—
—
—
—
750,000
750,000
(3,219)
746,781
Unsecured senior notes payable
2.00%
2.12
5/18/32
—
—
—
—
—
900,000
900,000
(5,347)
894,653
Unsecured senior notes payable
1.875%
1.97
2/1/33
—
—
—
—
—
1,000,000
1,000,000
(5,586)
994,414
Unsecured senior notes payable
2.95%
3.07
3/15/34
—
—
—
—
—
800,000
800,000
(5,905)
794,095
Unsecured senior notes payable
4.75%
4.88
4/15/35
—
—
—
—
—
500,000
500,000
(4,155)
495,845
Unsecured senior notes payable
5.50%
5.66
10/1/35
—
—
—
—
—
550,000
550,000
(5,852)
544,148
Unsecured senior notes payable
5.25%
5.41
3/15/36
—
—
—
—
—
750,000
750,000
(10,601)
739,399
Unsecured senior notes payable
5.25%
5.38
5/15/36
—
—
—
—
—
400,000
400,000
(3,508)
396,492
Unsecured senior notes payable
4.85%
4.93
4/15/49
—
—
—
—
—
300,000
300,000
(2,670)
297,330
Unsecured senior notes payable
4.00%
3.95
2/1/50
—
—
—
—
—
390,801
390,801
5,419
396,220
Unsecured senior notes payable
3.00%
3.16
5/18/51
—
—
—
—
—
352,398
352,398
(4,373)
348,025
Unsecured senior notes payable
3.55%
3.70
3/15/52
—
—
—
—
—
475,406
475,406
(6,127)
469,279
Unsecured senior notes payable
5.15%
5.26
4/15/53
—
—
—
—
—
500,000
500,000
(7,204)
492,796
Unsecured senior notes payable
5.625%
5.71
5/15/54
—
—
—
—
—
600,000
600,000
(6,304)
593,696
Unsecured senior notes payable weighted-
average interest rate/subtotal
4.04
—
350,000
425,000
700,000
1,150,000
8,268,605
10,893,605
(72,918)
10,820,687
Junior subordinated notes payable
7.25%
(3)
7.37
(3)
2/15/57
(3)
—
—
—
—
—
1,000,000
1,000,000
(14,857)
985,143
Unsecured senior line of credit and
commercial paper program(4)
(4)
4.40
(4)
1/22/32
(4)
—
—
—
—
—
1,092,450
1,092,450
(1,284)
1,091,166
Weighted-average interest rate/total
4.33%
$—
$350,000
$425,000
$700,000
$1,150,000
$10,361,055
$12,986,055
$(89,059)
$12,896,996
(1)Represents the weighted-average interest rate as of the end of the applicable period, including amortization of loan fees, amortization of debt premiums (discounts), and other bank fees.
(2)Reflects any extension options that we control.
(3)Refer to footnote 3 on the following page.
(4)Refer to footnote 4 on the following page. In September 2026, we amended and restated our $5.0 billion unsecured senior line of credit, which, among other changes, extended the maturity date from January 22, 2030 to January 22, 2032,
including extension options that we control. In addition, the amendment reduces the applicable borrowing rate to SOFR plus 0.725% from SOFR plus 0.835%.
44
10.SECURED AND UNSECURED SENIOR DEBT (continued)
The following table summarizes our debt outstanding as of September 30, 2026 (dollars in thousands):
Fixed-Rate
Debt
Variable-Rate
Debt
Weighted-Average
Interest
Remaining
Term
(in years)
Total
Percentage
Rate(1)
Unsecured senior notes payable
$10,820,687
$—
$10,820,687
83.9%
4.04%
10.6
Junior subordinated notes payable
985,143
—
985,143
7.6
7.37
(3)
30.4
(3)
Unsecured senior line of credit(2) and
commercial paper program
—
1,091,166
1,091,166
8.5
4.40
5.3
(4)
Total/weighted average
$11,805,830
$1,091,166
$12,896,996
100.0%
4.33%
11.6
(4)
Percentage of total debt
91.5%
8.5%
100%
(1)Represents the weighted-average interest rate as of the end of the applicable period, including expense/income related to the amortization of loan fees, amortization of
debt premiums (discounts), and other bank fees.
(2)As of September 30, 2026, we had no outstanding balance on our unsecured senior line of credit.
(3)Our junior subordinated notes will initially bear interest at 7.250% per year through, but excluding, February 15, 2032. Thereafter, the interest rate will reset every five
years to the five-year U.S. Treasury rate plus 2.889%, subject to a minimum interest rate of 7.250%. In addition, we may redeem the notes at 100% of principal plus
accrued and unpaid interest during the period beginning November 17, 2031 and ending on February 15, 2032, and thereafter on any interest payment date.
(4)We calculate the weighted-average remaining term of our commercial paper notes by using the maturity date of our unsecured senior line of credit. Using the maturity
date of our outstanding commercial paper notes, the consolidated weighted-average maturity of our debt is 11.2 years. The commercial paper notes sold during the nine
months ended September 30, 2026 were issued at a weighted-average yield to maturity of 4.19% and had a weighted-average maturity term of 14 days. Our total
weighted-average remaining term also assumes the full maturity of our junior subordinated notes payable due in 2057.
Issuance and repayments of unsecured senior notes payable
In February 2026, we completed tender offers to repurchase an aggregate debt principal amount of approximately $1.33 billion
of a portion of our outstanding 4.00% Senior Notes due 2050, 3.00% Senior Notes due 2051, and 3.55% Senior Notes due 2052. Cash
consideration paid was $952.2 million. The repurchase was primarily funded through the issuance of $750.0 million of 5.25% unsecured
senior notes due 2036, and approximately $200 million of short-term borrowings under our commercial paper program. In connection
with the debt repurchase, we recognized a gain on early extinguishment of debt aggregating $366.4 million, including the write-off of
unamortized debt issuance costs and other transaction-related costs.
In January 2026, we repaid $300.0 million of 4.30% unsecured senior notes payable upon maturity. No gain or loss was
incurred in connection with this repayment.
In April 2026, we repaid $350.0 million of 3.80% unsecured senior notes payable upon maturity. No gain or loss was incurred
in connection with this repayment.
Issuance of junior subordinated notes payable
In August 2026, we completed a public offering of $1.00 billion aggregate principal amount of 7.250% Series A fixed-to-fixed
reset rate junior subordinated notes due 2057. The notes will initially bear interest at 7.250% per year through, but excluding,
February 15, 2032. Thereafter, the interest rate will reset every five years to the five-year U.S. Treasury rate plus 2.889%, subject to a
minimum interest rate of 7.250%. We may elect to defer interest payments for up to five consecutive years, subject to the terms of the
notes, including certain restrictions on paying dividends and repurchasing equity. The notes may be redeemed at our option in whole or
in part at 100% of principal plus accrued and unpaid interest during the period beginning November 17, 2031 and ending on
February 15, 2032, and thereafter on any interest payment date. The notes may also be redeemed in whole, but not in part, at 100% of
principal plus accrued and unpaid interest upon certain tax events and at 102% of principal plus accrued and unpaid interest upon
certain rating agency events.
$5.0 billion unsecured senior line of credit
In September 2026, we amended and restated our $5.0 billion unsecured senior line of credit which, among other changes,
extended the maturity date from January 22, 2030 to January 22, 2032, including extension options that we control. The amendment
also reduced the applicable borrowing rate to SOFR plus 0.725% from SOFR plus 0.835% and eliminated the existing sustainability-
linked pricing adjustments. The facility fee was revised to 0.15% from 0.14%. In connection with the amendment, we recognized a loss
on early extinguishment of debt of approximately $3.3 million for the partial write-off of unamortized loan fees.
As of September 30, 2026, our unsecured senior line of credit, which matures in 2032, including extension options under our
control, had aggregate commitments of $5.0 billion, and bore an interest rate of SOFR plus 0.725%. In addition to the cost of borrowing,
the unsecured senior line of credit is subject to an annual facility fee of 0.15% based on the aggregate commitments outstanding. As of
September 30, 2026, we had no outstanding balance on our unsecured senior line of credit.
45
10.SECURED AND UNSECURED SENIOR DEBT (continued)
$2.50 billion commercial paper program
Our commercial paper program allows us to issue up to $2.50 billion of commercial paper notes that bear interest at short-term
fixed rates with a maturity of generally 30 days or less and a maximum maturity of 397 days from the date of issuance. This program is
back-stopped by our unsecured senior line of credit, and at all times we expect to retain a minimum undrawn amount of borrowing
capacity under our unsecured senior line of credit equal to the amount of commercial paper notes outstanding. We use the net
proceeds from the issuances of the notes for general working capital and other general corporate purposes, which may include, but are
not limited to, the repayment of other debt and selective development, redevelopment, or acquisition of properties. During the nine
months ended September 30, 2026, the notes were issued at a weighted-average yield to maturity of 4.19% and had a weighted-
average maturity term of 14 days. As of September 30, 2026, we had $1.09 billion outstanding under our commercial paper program.
Interest expense
The following table summarizes interest expense for the three and nine months ended September 30, 2026 and 2025 (in
thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Interest incurred
$142,609
$140,943
$415,225
$409,603
Capitalized interest
(62,922)
(86,091)
(206,612)
(248,579)
Interest expense
$79,687
$54,852
$208,613
$161,024
11. HEDGE AGREEMENTS
We have fixed-to-fixed cross-currency swap agreements designated as net investment hedges to mitigate the impact of
fluctuations in the USD–CAD exchange rate on our real estate investments in Canada. Under the terms of these agreements, USD
fixed interest amounts are payable to us and CAD fixed interest amounts are payable to the counterparty.
On April 30, 2026, our cross-currency swap agreements with an aggregate notional amount of CAD $340.0 million matured.
No amounts were reclassified from accumulated other comprehensive income to earnings because the related net investment had not
been sold or substantially liquidated.
During the three months ended June 30, 2026, we entered into new fixed-to-fixed cross-currency swap agreements
designated as net investment hedges with an aggregate notional amount of CAD $270.0 million. During the three months ended
September 30, 2026, we terminated these agreements and entered into new fixed-to-fixed cross-currency swap agreements with the
same aggregate CAD notional amount, designated as net investment hedges, which were deemed effective on the commencement
date. These agreements mature on January 31, 2028.
As of September 30, 2026, our outstanding cross-currency swap agreements had an aggregate notional amount of CAD
$270.0 million, or approximately USD $194.1 million, and were highly effective.
Unrealized gains or losses on these agreements are recognized in accumulated other comprehensive income and will be
reclassified into net income upon complete or substantially complete liquidation of our investment in Canada. Refer to “Hedge
accounting” in Note 2 – “Summary of significant accounting policies” to our unaudited consolidated financial statements for additional
information.
The tables below summarize the fair value of our cross-currency swap agreements designated as net investment hedges and
the effect on our consolidated financial statements. Amounts are presented in USD (in thousands).
Fair value of cross-currency swap agreements designated as net investment hedges
Balance Sheet Location
September 30, 2026
December 31, 2025
Other assets
$3,634
$—
Accounts payable, accrued expenses, and other liabilities
$—
$928
46
11. HEDGE AGREEMENTS (continued)
Effect on consolidated other comprehensive income
Effect Recognized
(in thousands)
Location in Consolidated Statement
of Comprehensive Income
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026
2025
2026
2025
Total unrealized (losses) gains
recognized in other
comprehensive income
Unrealized (losses) gains on foreign
currency translation, net
$(26)
$2,970
$8,040
$2,970
Effect on consolidated statements of operations
Effect Recognized
(in thousands)
Location in Consolidated
Statement of Operations
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026
2025
2026
2025
Total gain recognized in net
income(1)
Other income
$641
$748
$4,289
$748
(1)Represents net interest settlements and interest rate forward points excluded from assessment of hedge effectiveness. Refer to “Hedge accounting” in Note 2 –
“Summary of significant accounting policies” to our unaudited consolidated financial statements for additional information.
12. ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES
The following table summarizes the components of accounts payable, accrued expenses, and other liabilities as of
September 30, 2026 and December 31, 2025 (in thousands):
September 30, 2026
December 31, 2025
Accounts payable and accrued expenses
$507,754
$510,580
Accrued construction
261,727
314,836
Acquired below-market leases
109,551
133,033
Conditional asset retirement obligations
29,700
34,342
Deferred rent liabilities
24,483
14,659
Operating lease liability
354,028
360,543
Unearned rent and tenant security deposits
1,174,022
876,252
Other liabilities
143,153
152,828
Total
$2,604,418
$2,397,073
As of September 30, 2026 and December 31, 2025, our conditional asset retirement obligations primarily consisted of the soil
and groundwater remediation liabilities associated with certain properties. Some of our properties may contain asbestos or may be
subjected to other hazardous or toxic substances, which, under certain conditions, require remediation. We engage independent
environmental consultants to conduct Phase I or similar environmental assessments at our properties. This type of assessment
generally includes a site inspection, interviews, and a public records review; asbestos, lead-based paint, and mold surveys; subsurface
sampling; and other testing. We recognize a liability for the fair value of a conditional asset retirement obligation when the fair value of
the liability can be reasonably estimated. In addition, environmental laws and regulations subject our tenants, and potentially us, to
liability that may result from our tenants’ routine handling of hazardous substances and wastes as part of their operations at our
properties. As of September 30, 2026, we are not aware of any additional environmental liability that we believe would require additional
disclosures or recognition in our consolidated financial statements.
47
13.EARNINGS PER SHARE
We grant two types of restricted stock awards: (i) restricted stock awards with nonforfeitable dividends and (ii) restricted stock
awards with forfeitable dividends.
Unvested restricted stock awards (“RSAs”) with nonforfeitable dividends are considered participating securities and included in
the computation of EPS using the two-class method. Under this method, we allocate net income (after amounts attributable to
noncontrolling interests) to common stockholders and these RSAs by using the weighted-average shares of each class outstanding for
quarter-to-date and year-to-date periods independently, based on their respective participation rights to dividends declared (or
accumulated) and undistributed earnings.
Unvested RSAs with forfeitable dividends do not qualify as participating securities under the two-class method because the
dividends are forfeited if the awards do not vest. As a result, undistributed earnings are not allocated to these awards prior to vesting,
and these awards have no effect on the computation of basic EPS while unvested. Once these awards vest, they are included in the
denominator of basic EPS, weighted for the portion of the reporting period they were vested. Prior to vesting, these awards are included
in the denominator of diluted EPS if they are dilutive, which is determined using the treasury stock method. Under this method,
incremental shares are calculated as the difference between the total unvested shares and the number of shares that could
hypothetically be repurchased using the assumed proceeds (including unrecognized compensation cost related to these awards).
These incremental shares are weighted for the portion of the reporting period they were unvested and are included in the diluted EPS
denominator only if their inclusion reduces EPS (i.e., if they are not antidilutive).
In addition, from time to time, we enter into forward equity sales agreements. We consider the potential dilution resulting from
the forward equity sales agreements on the EPS calculations. At inception, the agreements do not have an effect on the computation of
basic EPS as no shares are delivered until settlement. The common shares issued upon the settlement of the forward equity sales
agreements, weighted for the period these common shares were outstanding, are included in the denominator of basic EPS. To
determine the dilution resulting from the forward equity sales agreements during the period of time prior to settlement, we calculate the
number of weighted-average shares outstanding – diluted using the treasury stock method. As of September 30, 2026, no forward
equity sales agreements were outstanding.
The table below reconciles the numerators and denominators of the basic and diluted EPS computations for the three and nine
months ended September 30, 2026 and 2025 (in thousands, except per share amounts):
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026
2025
2026
2025
Net loss
$(598,932)
$(197,845)
$(239,524)
$(221,372)
Net income attributable to noncontrolling interests
(38,754)
(34,909)
(109,292)
(127,323)
Net income attributable to unvested RSAs with nonforfeitable
dividends
(766)
(2,183)
(2,603)
(7,452)
Numerator for basic and diluted EPS – net loss attributable to
Alexandria Real Estate Equities, Inc.’s common stockholders
$(638,452)
$(234,937)
$(351,419)
$(356,147)
Denominator for basic EPS – weighted-average shares of
common stock outstanding
170,751
170,181
170,689
170,278
Dilutive effect of unvested RSAs with forfeitable dividends
—
—
—
—
Denominator for diluted EPS – weighted-average shares of
common stock outstanding
170,751
170,181
170,689
170,278
Net loss per share attributable to Alexandria Real Estate
Equities, Inc.’s common stockholders:
Basic
$(3.74)
$(1.38)
$(2.06)
$(2.09)
Diluted
$(3.74)
$(1.38)
$(2.06)
$(2.09)
48
14.STOCKHOLDERS’ EQUITY
Common equity transactions
Common stock repurchase program
On December 8, 2025, we announced that our Board of Directors authorized a new common stock repurchase program that
allows for the repurchase of up to $500.0 million of our common stock through December 31, 2026. This new program replaced our
prior stock repurchase program. As of the date of this report, no repurchases have been made under the new program and
$500.0 million remains available for future share repurchases.
ATM common stock offering program
In February 2024, we entered into an ATM common stock offering program that allows us to sell up to an aggregate of
$1.50 billion of our common stock.
During the nine months ended September 30, 2026, we had no activity under our ATM program. As of September 30, 2026,
the remaining aggregate amount available under our ATM program for future sales of common stock was $1.47 billion.
Dividends
During the three months ended March 31, 2026, we declared cash dividends on our common stock aggregating $125.5 million,
or $0.72 per share.
During the three months ended June 30, 2026, we declared cash dividends on our common stock aggregating $125.4 million,
or $0.72 per share.
During the three months ended September 30, 2026, we declared cash dividends on our common stock aggregating
$125.4 million, or $0.72 per share.
Accumulated other comprehensive loss
The change in accumulated other comprehensive loss attributable to Alexandria Real Estate Equities, Inc.’s stockholders for
the nine months ended September 30, 2026 was due to net unrealized losses of $4.3 million, and included $12.3 million of unrealized
foreign currency translation losses related to our operations in Canada, partially offset by $8.0 million of unrealized gains resulting from
the changes in the fair value of our cross-currency swap agreements due to the weakening of the Canadian dollar. Refer to Note 11 –
“Hedge agreements” to our unaudited consolidated financial statements for additional information.
Common stock, preferred stock, and excess stock authorizations
Our charter authorizes the issuance of 400.0 million shares of common stock, of which 170.8 million shares were issued and
outstanding as of September 30, 2026. Our charter also authorizes the issuance of up to 100.0 million shares of preferred stock, none
of which were issued and outstanding as of September 30, 2026. In addition, 200.0 million shares of “excess stock” (as defined in our
charter) are authorized, none of which were issued and outstanding as of September 30, 2026.
49
15.SEGMENT INFORMATION
We are a life science REIT focused on developing, redeveloping, and operating properties that provide space for lease to
tenants primarily in the life science industry. Our properties are leased predominantly through triple-net lease agreements and share
key characteristics, including generic and reusable improvements, consistent lease structures, and business and financial strategy. All
properties are located within North America, predominantly in the U.S., and operate within a comparable regulatory environment.
Operating segments
Our Chief Operating Decision Maker (“CODM”), represented by our Executive Chairman and our Chief Executive Officer,
evaluates operating results at the geographic market level to assess performance and allocate resources. Our operating segments align
with our markets, including Greater Boston, San Diego, the San Francisco Bay Area, and Seattle, among others. Regular market
performance updates are provided directly to the CODM. These updates include each market’s net operating income (“NOI”), which
serves as the profit or loss measure used by the CODM for performance assessment and resource allocation. NOI provides useful
information regarding performance of each market as it reflects income and expenses incurred in connection with real estate operations
in each market. This metric enables the CODM to evaluate the profitability and performance of each market on a consistent and
comparable basis, supporting decisions on capital resource allocation, including in connection with development, redevelopment,
acquisition, and disposition activities in each market.
Evaluation of economic similarity and aggregation of operating segments
In accordance with the segment reporting accounting standard, we evaluate the economic similarity of our operating
segments. Seven of our nine operating segments exhibit consistent long-term economic characteristics, including similar historical long-
term NOI margins, which are also expected to remain similar in the future. Additionally, these markets share similar operational
characteristics, including nature of services provided (i.e., leasing, operating, developing, and redeveloping life science properties),
tenant base (i.e., a variety of tenants involved in the life science industry), methods of operation (i.e., consistent lease structures,
property management practices, and business strategies), and nature of the regulatory environment (consistent across North America,
where all our operating segments are located). Based on shared economic characteristics, we have aggregated our seven operating
segments into one reportable segment for segment reporting purposes. The remaining operating segments, which do not meet the
aggregation criteria and individually do not meet the quantitative thresholds to qualify as reportable segments, were included in the “all
other” category in the tables below.
The following table presents the reportable segment profit or loss measure, NOI, for the three and nine months ended
September 30, 2026 and 2025 (in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Reportable segment revenues:
Revenues from external customers
$647,777
$700,635
$1,898,710
$2,103,291
Other income
21,102
7,764
48,498
24,779
Reportable segment total revenues
668,879
708,399
1,947,208
2,128,070
Reportable segment total rental operating expenses
(224,477)
(222,441)
(648,469)
(647,279)
Reportable segment net operating income (reportable
segment profit or loss)
$444,402
$485,958
$1,298,739
$1,480,791
Significant expenses included in the reportable segment profit or loss measure (i.e., NOI) are represented by the reportable
segment total rental operating expenses and are disclosed in the table above. These expenses primarily include property taxes, utilities,
repairs and maintenance, engineering, janitorial, and other costs.
50
15.SEGMENT INFORMATION (continued)
Presented below is the reconciliation of the reportable segment total revenues to the consolidated revenues, the reportable
segment total rental operating expenses to consolidated rental operations, and the reportable segment NOI to the consolidated net
income (in thousands):
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026
2025
2026
2025
Reconciliation of reportable segment revenues to
consolidated total revenues:
Reportable segment total revenues
$668,879
$708,399
$1,947,208
$2,128,070
All other revenues
2,303
43,545
57,780
144,072
Consolidated total revenues
$671,182
$751,944
$2,004,988
$2,272,142
Reconciliation of reportable segment total rental operating
expenses to consolidated rental operations:
Reportable segment total rental operating expenses
$(224,477)
$(222,441)
$(648,469)
$(647,279)
All other rental operating expenses
(3,454)
(16,793)
(10,940)
(42,783)
Consolidated rental operations
$(227,931)
$(239,234)
$(659,409)
$(690,062)
Reconciliation of reportable segment net operating income
to consolidated net (loss) income:
Reportable segment net operating income (reportable
segment profit or loss)
$444,402
$485,958
$1,298,739
$1,480,791
All other revenues
2,303
43,545
57,780
144,072
All other rental operating expenses
(3,454)
(16,793)
(10,940)
(42,783)
Other items not allocated to segments:
General and administrative
(40,915)
(29,224)
(112,461)
(89,027)
Interest expense
(79,687)
(54,852)
(208,613)
(161,024)
Depreciation and amortization
(304,419)
(340,230)
(914,244)
(1,028,415)
Impairment of real estate
(637,904)
(323,870)
(865,873)
(485,630)
Equity in earnings (losses) of unconsolidated real
estate joint ventures
75
201
341
(9,327)
Investment income (losses)
23,990
28,161
152,635
(52,453)
(Loss) gain on early extinguishment of debt
(3,323)
(107)
363,112
(107)
Gain on sales of real estate
—
9,366
—
22,531
Consolidated net loss
$(598,932)
$(197,845)
$(239,524)
$(221,372)
The following table reconciles reportable segment investments in real estate to consolidated total assets (in thousands).
Reportable segment investments in real estate constitute the total assets of our reportable segment. Consolidated assets not allocated
to segments represent all asset line items presented in our consolidated balance sheets other than consolidated investments in real
estate.
September 30, 2026
December 31, 2025
Reportable segment investments in real estate
$26,872,264
$27,510,082
All other investments in real estate
1,554,735
1,179,914
Consolidated investments in real estate
28,426,999
28,689,996
Consolidated assets not allocated to segments
5,624,723
5,391,839
Consolidated total assets
$34,051,722
$34,081,835
16.SUBSEQUENT EVENTS
Sale of a partial interest in October 2026
In October 2026, we completed the sale of an approximately 29% noncontrolling interest in the consolidated real estate joint
venture that owns substantially all of Campus Point by Alexandria Megacampus for $475.0 million. Refer to Note 4 – “Consolidated and
unconsolidated real estate joint ventures” to our unaudited consolidated financial statements for additional information.
51
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-looking statements
Certain information and statements included in this quarterly report on Form 10-Q, including, without limitation, statements
containing the words “forecast,” “guidance,” “goals,” “projects,” “estimates,” “anticipates,” “believes,” “expects,” “intends,” “may,” “plans,”
“seeks,” “should,” “targets,” or “will,” or the negative of those 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 operations, business and financial 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:
•Operating factors, such as a failure to operate our business successfully in comparison to market expectations or in
comparison to our competitors, our inability to obtain capital when desired or refinance debt maturities when desired, and/
or a failure to maintain our status as a REIT for federal tax purposes;
•Market and industry factors, such as adverse developments concerning the life science industry and/or our tenants;
•Government factors, such as any unfavorable effects resulting from federal, state, local, and/or foreign government
policies, laws, and/or funding levels;
•Global factors, such as negative economic, social, political, financial, credit market, banking conditions, and/or regional
armed hostilities; and
•Other factors, such as climate change, cyber intrusions, and/or changes in laws, regulations, and financial accounting
standards.
This list of risks and uncertainties is not exhaustive. Additional information regarding risk factors that may affect us is included
under Part I, “Item 1A. Risk factors”; and Part II, “Item 7. Management’s discussion and analysis of financial condition and results of
operations” in our annual report on Form 10-K for the year ended December 31, 2025, and under respective sections in this quarterly
report on Form 10-Q. Readers of this quarterly report on Form 10-Q should also read our other documents filed publicly with the SEC
for further discussion regarding such factors.
52
Overview
We are a Maryland corporation formed in October 1994 that has elected to be taxed as a REIT for federal income tax
purposes. Alexandria Real Estate Equities, Inc. (NYSE: ARE), an S&P 500® company, is a best-in-class, mission-driven life science
REIT making a positive and lasting impact on the world. With our founding in 1994, Alexandria pioneered the life science real estate
niche. Alexandria is the preeminent and longest-tenured owner, operator, and developer of collaborative Megacampus ecosystems in
AAA life science and advanced technology innovation cluster locations, including Greater Boston, San Diego, the San Francisco Bay
Area, Seattle, Maryland, Research Triangle, and New York City. As of September 30, 2026, Alexandria has a total market capitalization
of $21.01 billion and an asset base that includes 36.5 million RSF of operating properties and 1.9 million RSF of Class A/A+ properties
undergoing construction.
We develop dynamic Megacampus ecosystems that enable and inspire some of the world’s most brilliant minds and innovative
companies to create life-changing scientific and technological innovations. We believe in the utmost professionalism, humility, and
teamwork. Our tenants include multinational pharmaceutical companies; life science product, service, and device companies; public
and private biotechnology companies; advanced technologies companies; biomedical institutions; U.S. government institutions; and
others. Alexandria has a long-standing and proven track record of developing Class A/A+ properties clustered in highly dynamic and
collaborative Megacampus environments that enhance our tenants’ ability to successfully recruit and retain world-class talent and
inspire productivity, efficiency, creativity, and success. Alexandria also provides strategic capital to transformative life science
companies through our venture capital platform.
As of September 30, 2026:
•Investment-grade or publicly traded large cap tenants represented 57% of our annual rental revenue;
•Approximately 97% of our leases (on an annual rental revenue basis) contained effective annual rent escalations
approximating 3% that were either fixed or indexed based on a consumer price index or other index;
•Approximately 91% of our leases (on an annual rental revenue basis) were triple net leases, which require tenants to pay
substantially all real estate taxes, insurance, utilities, repairs and maintenance, common area expenses, and other
operating expenses (including increases thereto) in addition to base rent;
•Approximately 91% of our leases (on an annual rental revenue basis) provided for the recapture of capital expenditures
(such as HVAC maintenance and/or replacement, roof replacement, and parking lot resurfacing) that we believe would
typically be borne by the landlord in traditional office leases; and
•74% of our leasing activity during the last twelve months was generated from our existing tenant base.
A key element of our business and financial strategy is our unique focus on Class A/A+ properties primarily located in
collaborative Megacampus ecosystems in AAA life science and advanced technology innovation clusters. Our Megacampus
ecosystems are designed for optionality and scalability, offering our tenants a clear path to address their growth requirements, including
through our future developments and redevelopments. Strategically located near top academic and medical research institutions and
equipped with curated amenities and services and convenient access to transit, our Megacampus ecosystems are designed to support
our tenants in attracting and retaining top talent and in meeting our tenants’ growth needs, which we believe is a key driver of tenant
demand for our properties. Our strategy also includes drawing upon our deep, broad, and long-standing real estate and life science
industry relationships in order to retain tenants, identify and attract new and leading tenants, and source additional real estate.
53
Executive summary
Operating results
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Net loss attributable to Alexandria’s common
stockholders – diluted:
In millions
$(638.5)
(1)
$(234.9)
$(351.4)
$(356.1)
Per share
$(3.74)
$(1.38)
$(2.06)
$(2.09)
Funds from operations attributable to Alexandria’s
common stockholders – diluted, as adjusted:
In millions
$264.4
$377.8
$856.5
$1,166.3
Per share
$1.54
$2.22
$5.00
$6.85
(1)Includes $637.9 million of real estate impairment charges related to assets held for sale for the three months ended September 30, 2026. Refer to Note 3 – “Investments
in real estate” to our unaudited consolidated financial statements in Item 1 for additional details.
For additional information, refer to “Funds from operations and funds from operations, as adjusted, attributable to Alexandria
Real Estate Equities, Inc.’s common stockholders” under “Definitions and reconciliations.”
A best-in-class REIT with a high-quality and diverse tenant base, strong margins, and long lease terms
(As of or for the three months ended September 30, 2026, unless stated otherwise)
Occupancy of operating properties
87.1%
Occupancy of operating properties, including executed leases with future occupancy
90.8%
Percentage of total annual rental revenue in effect from Megacampus platform
80%
Percentage of total annual rental revenue in effect from investment-grade or publicly traded large cap tenants
57%
Operating margin
66%
Adjusted EBITDA margin
65%
Percentage of leases containing annual rent escalations
97%
Weighted-average remaining lease term:
All tenants
7.7
years
Top 20 tenants
10.0
years
Strong tenant collections:
Rents and receivables for the three months ended September 30, 2026, collected as of the date of this report
99.9%
Strong and flexible balance sheet with significant liquidity; top 20% credit rating ranking among all publicly traded U.S. REITs; long-
duration remaining debt term (as of September 30, 2026)
•$21.01 billion in total market capitalization.
•$8.11 billion in total equity capitalization.
•Net debt and preferred stock to Adjusted EBITDA:
•Target for the three months ending December 31, 2026, annualized: 5.6x–6.2x.
•For the three months ended September 30, 2026 annualized: 6.9x; 6.6x on a pro forma basis reflecting the October 2026
closing of the sale of our partial interest in the Campus Point by Alexandria joint venture.
•Significant liquidity of $4.56 billion and closed extension of our $5.0 billion unsecured senior line of credit to 2032.
•Only 6% of our total debt matures through 2028.
•11.6-year weighted-average remaining debt term, the longest among S&P 500 REITs.
•Total debt and preferred stock, as adjusted, to gross assets of 30%.
•Intermediate-term goal for leverage: mid-5x range.
54
Solid 3Q26 total leasing volume exceeding 1.2 million RSF; highest total quarterly volume since 4Q24
•Total leasing volume surpassed 1.2 million RSF during the three months ended September 30, 2026, exceeding the average
quarterly leasing volume of 979,822 RSF for the period from the first quarter of 2025 through the second quarter of 2026 by
approximately 256,000 RSF, and representing the highest quarterly volume since the fourth quarter of 2024.
•Includes 450,961 RSF of leasing of previously vacant space, the second-highest quarterly amount in company history.
•74% of our leasing activity during the last twelve months was generated from our existing tenant base.
Three Months Ended
Nine Months Ended
September 30, 2026
September 30, 2026
June 30, 2026
March 31, 2026
Leasing volume in RSF:
Leasing of previously vacant space
450,961
329,148
148,734
928,843
Leasing of development and
redevelopment space
—
68,771
117,935
186,706
450,961
397,919
266,669
1,115,549
Lease renewals and re-leasing of space
785,069
640,998
380,687
1,806,754
Total leasing volume
1,236,030
1,038,917
647,356
2,922,303
Lease renewals and re-leasing of space:
Rental rate changes
(2.4)%
(0.7)%
(15.0)%
(5.1)%
Rental rate changes (cash basis)
(3.3)%
(4.3)%
(15.8)%
(6.9)%
Ongoing execution of Alexandria’s capital recycling strategy
We plan to continue funding a significant portion of our capital requirements for the year ending December 31, 2026 through
dispositions of land, non-core dispositions, and sales of partial interests. In October 2026, we completed the sale of an approximately
29% noncontrolling interest in Campus Point by Alexandria Megacampus for $475.0 million to a new joint venture partner.
Sources of capital: transactions
Sales Price
(dollars in millions)
Non-core and land dispositions
$242
Sales of partial interests
475
Completed as of the date of this report
717
Pending transactions subject to:
Non-refundable deposits
355
Signed letters of intent and/or purchase and sale agreement late-stage negotiations
1,548
2,620
Proceeds from dispositions and sales of partial interests in excess of 2026 guidance midpoint which may be
deferred into 2027
(720)
2026 guidance midpoint for dispositions and sales of partial interests
$1,900
Occupancy of operating properties and leasing progress on temporary vacancy
Occupancy of operating properties as of June 30, 2026
86.9%
Key changes in occupancy:
Reclassification of 339,020 RSF at 311 Arsenal Street from redevelopment to operating in 3Q26, including
167,543 RSF of executed leases and leases under negotiation for space not yet delivered
(0.9)
(1)
Reclassification of held-for-sale properties with vacancy
0.6
Net increase in occupancy primarily due to lease commencements during 3Q26
0.5
Occupancy of operating properties as of September 30, 2026
87.1
Vacant operating space with executed leases and future occupancy
3.7
(2)
Occupancy of operating properties as of September 30, 2026, including executed leases with future occupancy
90.8%
(1)Refer to “Resolution of certain construction projects under evaluation and reduction of capital spend and funding needs” within this section for additional details.
(2)Represents executed leases aggregating 1.3 million RSF within our operating portfolio, with occupancy expected upon completion of building and/or tenant
improvements. The weighted-average expected occupancy date is approximately June 2027, with expected annual rental revenue of approximately $52 million. We
expect 32% of the total 1.3 million RSF to be occupied by December 31, 2026.  The RSF presented excludes 686 thousand RSF of pre-leased space related to
development and redevelopment projects under construction with future delivery. Refer to “New Class A/A+ development and redevelopment properties: under
construction” in Item 2 for additional details.
55
Key operating metrics
•Same property net operating income changes
•Decreased by 6.7% and 2.8% (cash basis) for the three months ended September 30, 2026, compared to the three
months ended September 30, 2025.
•Decreased by 9.2% and 8.4% (cash basis) for the nine months ended September 30, 2026, compared to the nine months
ended September 30, 2025.
•The decline was due to a decrease in same property occupancy, primarily driven by previously disclosed key lease
expirations with expected downtime aggregating 282,878 RSF and 1.2 million RSF in the three and nine months ended
September 30, 2026, respectively, with weighted-average lease expiration dates of August 2026 and April 2026,
respectively.
•Same properties average occupancy:
•88.1% for the three months ended September 30, 2026, compared to 91.7% same properties average occupancy for the
three months ended September 30, 2025.
•88.6% for the nine months ended September 30, 2026, compared to 92.8% same properties average occupancy for the
nine months ended September 30, 2025.
Resolution of certain construction projects under evaluation and reduction of capital spend and funding needs
•We entered into a purchase and sale agreement with an institutional user for the sale of 421 Park Drive on the Alexandria
Center® for Life Science – Fenway Megacampus, aggregating 339,668 RSF, which represents substantially all of our
development project at this location. The disposition is expected to generate significant sales proceeds and to reduce future
potential construction spend by approximately $136 million, with closing anticipated in the fourth quarter of 2026.
•We have executed leases of 66,859 RSF and have additional leases under negotiation of 100,684 RSF for advanced
technology use at our project at 311 Arsenal Street in The Arsenal on the Charles Megacampus. This activity enables us to
pivot the redevelopment project to a lower-cost advanced technology use, reducing future potential construction spend by
approximately $220 million. As a result of this leasing progress, the entire project aggregating 339,020 RSF was reclassified
from redevelopment to operating as of September 30, 2026.
•We continue to evaluate the business and financial strategy for three remaining projects aggregating 667,002 RSF, including
options that could further reduce future construction funding requirements.
•Non-income-producing assets as of September 30, 2026 are 12% of gross assets, a reduction of 800 bps since December 31,
2024.
Alexandria’s development and redevelopment pipeline delivered incremental annual net operating income of $40 million during 3Q26,
with an additional $85 million expected from projects to be delivered by 4Q28
•During the three months ended September 30, 2026, we placed into service 529,061 RSF of development and redevelopment
projects across multiple submarkets. The projects were 84% occupied at delivery and generated incremental annual net
operating income aggregating $40 million. Key deliveries for the three months ended September 30, 2026 included:
•198,992 RSF to Novo Nordisk for its R&D Center at 60 Sylvan Road on the Alexandria Center® for Life Science –
Waltham Megacampus.
•174,662 RSF at 99 Coolidge Avenue located on a Megacampus in Watertown.
•Annual net operating income (cash basis) from recently delivered projects is expected to increase by $67 million upon the
burn-off of initial free rent, which has a weighted-average remaining period of approximately four months.
•80% of the RSF in our total development and redevelopment pipeline is within our Megacampus ecosystems.
Development and Redevelopment Projects
Incremental
Annual Net
Operating Income
RSF
Occupied/Leased/
Negotiating
Percentage
(dollars in millions)
Placed into service:
Six months ended June 30, 2026
$58
532,219
91%
Three months ended September 30, 2026
40
529,061
84
Placed into service during nine months ended September 30, 2026
$98
(1)
1,061,280
87%
Expected to be placed into service:(2)
Fiscal year 2027
$24
905,582
77%
Fiscal year 2028
61
$85
(1)Excludes future incremental annual net operating income from spaces placed into service that were vacant and/or unleased at delivery.
(2)Excludes 667,002 RSF of redevelopment projects currently under evaluation.
56
Continued successful management of general and administrative expenses
•For the trailing twelve months ended September 30, 2026, general and administrative expenses represented 7.5% of net
operating income, nearly half the average of other S&P 500 REITs for 2023–2025.
•Compared to 2024, we continue to expect approximately $76 million of cumulative general and administrative expense savings
for the two-year period 2025 and 2026 (based on the midpoint of our 2026 guidance range). Some of the cost savings in 2025
were temporary, and approximately half of the cost reductions achieved in 2025 are expected to continue in 2026 (based on
the midpoint of our 2026 guidance range).
Key capital events
•In August 2026, we completed a public offering of $1.00 billion aggregate principal amount of 7.250% Series A fixed-to-fixed
reset rate junior subordinated notes due 2057. The notes will initially bear interest at 7.250% per year through, but excluding,
February 15, 2032. Thereafter, the interest rate will reset every five years to the five-year U.S. Treasury rate plus 2.889%,
subject to a minimum interest rate of 7.250%. We may elect to defer interest payments for up to five consecutive years, subject
to the terms of the notes, including certain restrictions on paying dividends and repurchasing equity. We may also redeem at
100% of principal plus accrued and unpaid interest during the period beginning November 17, 2031 and ending on
February 15, 2032, and thereafter on any interest payment date. This issuance supports our liquidity, capital structure and
deleveraging objectives while receiving 50% equity treatment from key rating agencies for purposes of the computations of
leverage, fixed charges, and other credit metrics.
•In September 2026, we closed our amended and restated $5.0 billion unsecured senior line of credit, which, among other
changes, extended the maturity date from January 22, 2030 to January 22, 2032, including extension options that we control.
The amendment also reduced the applicable borrowing rate to SOFR plus 0.725% from SOFR plus 0.835%. In connection with
the amendment, we recognized a loss on early extinguishment of debt of approximately $3.3 million related to the partial write-
off of unamortized loan fees.
•Under our common stock repurchase program authorized in December 2025, we may repurchase up to $500.0 million of our
common stock through December 31, 2026. As of the date of this report, no shares have been repurchased under this
program and $500.0 million remains available for future share repurchases.
Dividend strategy to share net cash flows from operating activities with stockholders while retaining a significant portion for reinvestment
•Common stock dividend declared of $0.72 per share for the three months ended September 30, 2026, consistent with the
preceding quarter. The declared dividend per common share reflects our commitment to maintaining the strength of our
balance sheet, enhancing financial flexibility, supporting liquidity, and sharing cash flows with our stockholders.
•Significant net cash provided by operating activities, as adjusted, retained for reinvestment aggregating $2.55 billion for the
years ended December 31, 2022 through 2025 and the midpoint of our 2026 guidance range.
•Dividend yield of 6.1% as of September 30, 2026 and dividend payout ratio of 47% for the three months ended September 30,
2026.
Investments
•As of September 30, 2026:
•Our non-real estate investments aggregated $1.74 billion.
•Unrealized gains presented in our consolidated balance sheet were $243.9 million, comprising gross unrealized gains and
losses aggregating $322.4 million and $78.5 million, respectively.
•Investment income of $24.0 million for the three months ended September 30, 2026, presented in our consolidated statement
of operations, consisted of $16.0 million of realized gains, $21.6 million of unrealized gains, and $13.6 million of impairment
charges.
57
Trends that may affect our future results
Currently identified key market trends and uncertainties that had or may have a negative effect on our business are discussed
below. Although we seek to minimize the risks posed by these trends and uncertainties as discussed in the mitigating factors section
below, there can be no assurance that these measures will be successful in preventing or mitigating material impacts on our future
results of operations, financial position, and cash flows. Refer to “Item 1A. Risk factors” in Part I of our annual report on Form 10-K for
the year ended December 31, 2025 for discussion of additional risks we face.
New and existing supply and reduced demand for life science space may continue to negatively affect our rental rates,
occupancy, and operating results.
•Influx of supply. During and after the COVID-19 pandemic, the shift toward hybrid and remote work arrangements as well as
exceptionally strong demand for life science space, driven by public health urgency and supported by historically low interest
rates, prompted certain office and other real estate investors to repurpose underutilized office spaces into laboratory facilities,
initiating a wave of new development activity across the sector. Our success and the success of other laboratory operators
prompted new and existing developers to commence speculative redevelopment and/or development laboratory projects in
anticipation of demand for such facilities. These conversion and speculative development projects have contributed to a
significant influx of new laboratory properties in our top three markets—Greater Boston, San Diego, and San Francisco Bay
Area. Life science real estate availability in these top markets—measured as the percentage of life science RSF available
relative to total life science RSF—rose to approximately 29% during 2025, from approximately 4% in 2021. This surge created
supply that materially exceeded current demand. As pandemic-driven urgency faded, the amount of available space became
the dominant factor influencing tenant activity, with absorption unable to match the influx of supply.
•Decrease in demand. Adding to these challenges, life science tenant demand—after reaching historically high levels in 2021—
has moderated significantly. The average tenant demand, measured by life science tenants’ RSF requirements, declined by
more than 60% in 2025 compared to 2021 across our top three markets: Greater Boston, San Diego, and San Francisco Bay
Area. This reflected a shift from extraordinary tenant demand driven by pandemic-related urgency to levels more consistent
with historical pre-pandemic norms, particularly those observed during 2016-2018. Importantly, this shift occurred amid
substantially higher available supply, as discussed above, further negatively impacting occupancy and rental rates in top life
science markets.
Exacerbating the recent demand trend, the life science industry faced an unusual convergence of macroeconomic, regulatory,
policy, and political challenges in 2025 that continued to affect the sector during 2026. These included consequential shifts in
leadership at the U.S. Department of Health and Human Services (“HHS”), tariff-related measures, operational, leadership,
and staff disruptions at the NIH and the FDA, threatened reductions in NIH funding of biomedical research and proposals to
limit NIH funding of indirect grant costs, heightened scrutiny of pharmaceutical pricing, and increased global competition from
China, discussed below. Collectively, these factors, including those described below, increased uncertainty, leading tenants to
defer leasing commitments and expansion decisions pending greater clarity. As a result, absorption of available space has
been notably slower.
◦Prolonged biotech bear market and capital constraints. The life science sector experienced the fifth consecutive year
of a broad-based biotech bear market in 2025. Life science venture capital fundraising declined to its lowest level since
2016, reducing overall levels of venture capital funds available to deploy in the future. Life science venture funds also
continued to be highly risk averse, focusing investments on clinical-stage and asset-based opportunities that may not
drive significant laboratory space needs. The initial public offering market for biotech companies remained largely closed
in 2025, eliminating a key source of liquidity and growth capital, but began to reopen in 2026. Elevated financing costs and
broader economic and regulatory uncertainty continued to constrain access to debt and equity financing. These factors
slowed company formation, reduced headcount growth, and delayed laboratory expansion decisions, directly impacting
leasing demand for specialized life science space. Although capital markets and leasing activity showed early signs of
improvement in 2026, the recovery remained uneven, and laboratory demand continued to be constrained by disciplined
capital allocation and significant excess supply.
◦Regulatory and policy factors affecting absorption. At the same time, the regulatory environment experienced
significant disruption. The FDA saw more than 50% turnover in senior leadership during the first half of 2025,
accompanied by employee layoffs and delays in regulatory review decisions. Leadership turnover continued in 2026,
including the departure of the FDA Commissioner in May 2026. Changing expectations related to clinical trial requirements
and flexibility for rare diseases with large unmet needs created additional uncertainty around development timelines for
certain regulated products. These conditions have reduced some tenants’ near-term confidence in expansion and capital
investment decisions.
Biomedical research institutions faced increased uncertainty around federal funding policies throughout 2025. The
proposed 15% cap on NIH institutional indirect grant spending, subsequently ruled unlawful by an appellate court, raised
concerns for biomedical research institutions about the ability to recover infrastructure and operating costs, which
materially constrained incremental real estate demand among certain federally supported entities.
58
In April 2026, the Trump administration discontinued its legal effort to implement the proposed 15% cap on NIH indirect
cost reimbursements, allowing the federal court ruling blocking the policy to become final. Existing negotiated
reimbursement rates remain in effect. Accordingly, NIH-funded research institutions continue to operate under the current
reimbursement framework.
Further, government actions aimed at reducing U.S. prescription drug prices have heightened uncertainty regarding future
returns on pharmaceutical and biotechnology investments. This has weighed on risk appetite across the sector and
constrained investment into some areas of research and development. As a result, some tenants have delayed or scaled
back expansion plans, reducing leasing activity and occupancy levels.
At the same time, global competition for life science research has intensified, with certain foreign markets, especially
China, rapidly gaining ground as biotechnology leaders through centralized funding and faster regulatory approval
timelines. Coupled with immigration-related restrictions implemented in the U.S. during 2025 that limit access to
international research talent, these policy actions not only affect current activities but also pose a significant threat to the
long-term viability of the U.S. biomedical industry. The cumulative effect of these developments may significantly reduce
tenant demand for U.S. life science real estate. Refer to “Item 1A. Risk factors” in our annual report on Form 10-K for
additional details.
•Impact on our business. The surge in supply and decrease in demand for life science space have led to industry-wide elevated
vacancy rates, slower leasing activity, pressure on rental rates, higher lease concessions, and increased competition for
tenants. Our operating occupancy declined from 90.9% as of December 31, 2025 to 87.1% as of September 30, 2026, and we
project our operating occupancy to be approximately 87.0% as of December 31, 2026, representing the midpoint of our
guidance range for occupancy percentage in North America as of December 31, 2026.
To remain competitive, we have realized lower rental rate changes on renewed and re-leased spaces and have offered more
tenant improvement allowances or additional tenant concessions, including free rent, to retain existing tenants or attract new
tenants. We project our rental rate on renewed and re-leased spaces to decrease by approximately 5.0% for the year ending
December 31, 2026, representing the midpoint of our guidance range. Furthermore, to maintain long-term tenant relationships
and sustain occupancy levels within our core assets, our existing operating properties may require additional revenue- and
non-revenue-enhancing capital expenditures earlier than typically expected.
The table below reflects a trend of increasing revenue- and non-revenue-enhancing capital expenditures, including tenant
improvement expenditures. The table also presents the trend, on a per RSF basis, of increasing tenant improvement
allowance, leasing commissions, and free rent concessions, and of less favorable changes in rental rates related to our
renewed/re-leased spaces, as well as decreases in our operating occupancy (dollars in thousands, except per RSF amounts):
Revenue- and
Non-Revenue-
Enhancing
Capital
Expenditures
Tenant
Improvements/
Leasing
Commissions
per RSF
Free Rent
Concessions per
Annum
(leases executed in
trailing 12 months)
Rental Rate
Changes
(on renewed/
re-leased
spaces)
Operating
Occupancy
(as of each
period end)
2024
$273,377
$46.89
0.7 months
16.9%
94.6%
2025
$324,293
$55.34
1.5 months
7.0%
90.9%
Nine months ended September 30, 2026
$430,365
$46.45
2.0 months
(5.1)%
87.1%
Midpoint of 2026 guidance range
$510,000
N/A
(5.0)%
87.0%
Additionally, we have key lease expirations with expected downtime in 2027 aggregating 1.4 million RSF as of September 30,
2026 with a weighted-average lease expiration date of March 2027. These spaces are expected to become vacant at lease
expiration and re-leased to new tenants. We expect downtime on the 1.4 million RSF to be approximately 9 to 24 months on a
weighted-average basis. In addition, we have identified 717,546 RSF of key lease expirations in 2028 that are expected to
have downtime of approximately 9 to 24 months on a weighted-average basis. Considering elevated laboratory supply, there
can be no assurance that we will be able to re-lease some or all of this space on acceptable terms, without significant capital
expenditures, or within anticipated time frames, even at reduced rates.
As of September 30, 2026, we anticipate that 905,582 RSF of our projects undergoing construction will be placed into service
from October 1, 2026 through 2028 and will generate $85 million in future incremental annual net operating income. These
projects are 77% leased or under lease negotiations as of September 30, 2026. Furthermore, we have an additional 667,002
RSF of projects under evaluation which are 8% leased or under lease negotiations. For these projects, we are evaluating the
business and financial strategy, including continuing construction, repositioning for advanced technology or other non-
laboratory use, selling, or pausing development or redevelopment. If we decide to sell or pause, such actions could negatively
impact our FFO and operating metrics. Alternatively, if we decide to invest limited capital, we may place some or all of these
projects into operation, which could temporarily reduce our operating occupancy until the projects are leased and occupied.
Landlord-funded tenant improvement allowances have increased significantly for first-generation space, including development
and redevelopment projects, with most space in shell condition requiring landlords to fund the full build-out cost. This trend
59
places additional pressure on projected returns and overall economics, and further challenges our ability to attract and secure
tenants for the remaining unleased RSF related to these projects at the expected rates, or at all, which could result in a
shortfall or delay in the commencement of the projected incremental annual net operating income.
Unfavorable macroeconomic and capital market conditions may continue to adversely affect the value of our real estate and
non-real estate portfolios, which could result in additional significant impairments and may impact our ability to raise capital
efficiently to further our business objectives.
The effective execution of our development and redevelopment activities is contingent on access to the capital required to fund
these projects. We expect construction spending in 2026 to aggregate $1.75 billion at the midpoint of our 2026 guidance
range. This includes significant remaining construction costs to complete our active pipeline and anticipated increases in both
revenue- and non-revenue-enhancing capital expenditures in our operating portfolio. As a result, our capital plan and leverage
management strategy have increased our reliance on real estate dispositions and sales of partial interests to generate capital.
However, current real estate market conditions, including lower property valuations, increased capitalization rates, and higher
short-term and long-term interest rates, will likely adversely affect the timing and pricing of such transactions.
For 2027, we are continuing to apply a disciplined approach to reduce construction spending and expect construction spending
in 2027 will be primarily comprised of (i) revenue- and non-revenue-enhancing capital expenditures primarily to support the
leasing of vacant space and renewals and re-leasing of space at our operating properties and (ii) amounts required to
complete our development and redevelopment projects that are expected to stabilize through 2028 and are 77% leased/
negotiating.
•Lower property valuations and increased capitalization rates. A portion of our projected construction spending and other uses
of capital is expected to be funded through dispositions, sales of partial interests, and other capital sources (including junior
subordinated notes). Real estate investments are generally less liquid than many other investment types, which can present
challenges in selling our properties in a timely manner or at desirable prices, especially in an environment of oversupply and
high interest rates.
In addition to the factors discussed above specifically affecting demand for life science space, broader real estate demand has
also been impacted by macroeconomic conditions, particularly elevated interest rates. Following the onset of the COVID-19
pandemic, the U.S. Federal Reserve reduced the federal funds target range to 0%–0.25% in March 2020 and maintained that
near-zero range until March 2022. To address inflation concerns, the U.S. Federal Reserve then increased the target range
rapidly, reaching 5.25%–5.50% in July 2023, where it remained for an extended period. Although the U.S. Federal Reserve
reduced the federal funds target range to 4.25%–4.50% during 2024 and further to 3.50%–3.75% during 2025, interest rates
remain elevated. In September 2026, the U.S. Federal Reserve increased the target range to 3.75%–4.00%. Due to a variety
of factors, the yield on the 10-year U.S. Treasury note increased significantly in October 2026, exceeding 5% and reaching its
highest level since 2002. This continues to limit access to debt and/or equity financing for prospective buyers of real estate
assets. All other aspects being equal, such challenges for buyers contribute to an excess of properties available for sale, which
exerts downward pressure on property valuations and elevates capitalization rates, adversely impacting the sales proceeds we
can generate from our real estate asset sales.
The oversupply of life science real estate assets, discussed above, combined with high interest rates and reduced market
liquidity, has contributed to a prolonged period of lower property valuations and higher capitalization rates, resulting in
significant real estate impairments and making it more challenging to execute asset sales within the expected timelines and at
favorable pricing. In 2026, we expect to complete dispositions and sales of partial interests of approximately $1.90 billion at the
midpoint of our 2026 guidance range. However, we may not be able to achieve this and/or other targets disclosed in our 2026
guidance as a result of the uncertainties discussed in this section as well as in “Item 1A. Risk factors” in Part I of our annual
report on Form 10-K for the year ended December 31, 2025.
The table below presents trends in total dispositions and impairments of real estate and capitalization rates associated with
dispositions and sales of partial interests in our real estate assets over the last several years (dollars in thousands), partly
attributable to the quality of core and non-core assets sold during each period.
Aggregate Sales Price of
Dispositions and Sales of
Partial Interests
Impairment of
Real Estate
Capitalization
Rates(1)
Capitalization
Rates
(Cash Basis)(1)
2024
$1,382,453
$223,068
7.7%
6.5%
2025
$1,813,778
$2,202,818
7.7%
(2)
7.5%
(2)
Nine months ended September 30, 2026
$241,750
$865,873
N/A
Midpoint of 2026 guidance range
$1,900,000
(3)
(1)Capitalization rates are calculated only for stabilized operating assets sold. Refer to “Capitalization rates” under “Definitions and reconciliations” for additional
information.
(2)Represents the weighted-average capitalization rate for stabilized operating assets sold in 2025, which accounted for only 20% of the aggregate sales price
of dispositions and sales of partial interests in 2025.
(3)We are not able to forecast impairments or capitalization rates for future periods without unreasonable effort due to the inherent difficulty of forecasting the
timing and amount of transactions that depend on market conditions outside of our control.
60
For additional information about our dispositions and real estate impairments recognized during the three and nine months
ended September 30, 2026, refer to “Sales of real estate assets and impairment of real estate” in Note 3 – “Investments in real
estate” to our unaudited consolidated financial statements in Item 1.
For 2026, we have established a disposition and joint venture program aggregating approximately $1.90 billion at the midpoint
of our 2026 guidance range for dispositions and sales of partial interests. We may utilize multiple sources of capital, including
land and non-core dispositions, sales of partial interests, and the issuance of $1.00 billion junior subordinated notes offering
completed during the three months ended September 30, 2026, to fund (i) construction focused on highly leased
developments and lease-up of vacant space, and (ii) repayment of senior unsecured debt sufficient to achieve our net debt
and preferred stock to Adjusted EBITDA – fourth quarter of 2026 annualized target of 5.6x to 6.2x. We continue to evaluate
available alternatives and expect to execute on cost-efficient sources of capital under prevailing market conditions. We do not
anticipate the issuance of any common equity during the year ending December 31, 2026.
In 2026, we are committed to dispose of certain assets classified as held for sale with an aggregate book value of
$702.8 million as of September 30, 2026. To achieve the midpoint of our 2026 guidance range of $1.90 billion for dispositions
and sales of partial interests, we continue to evaluate a broad range of opportunities, including non-core operating properties,
both stabilized and unstabilized, and land parcels.
Under GAAP, real estate assets are evaluated for impairment upon an indication of potential impairment:
•For real estate assets held and used, impairments are recognized if the sum of expected future undiscounted cash
flows, including estimated proceeds from eventual disposition, is less than the carrying amount. In such cases, the
carrying amount is reduced to estimated fair value.
•For real estate assets held for sale, impairments are recognized if fair value less costs to sell is less than the carrying
amount.
•In evaluating potential disposition targets that do not meet the criteria for held for sale classification, we apply a
probability-weighted approach, and in each case, no impairment charge is currently required.
If circumstances change, including changes in expected cash flows, capitalization rates, or market conditions, we may incur
additional material real estate impairments in 2026. For additional information on accounting for real estate impairments, refer
to “Impairment of long-lived assets” in Note 2 – “Summary of significant accounting policies” to our unaudited consolidated
financial statements in Item 1.
We are focused on our large-scale non-core disposition program in 2026, although some of these dispositions could close in
2027. As of September 30, 2026, 80% of our annual rental revenue is from our Megacampus platform, and we expect this
percentage to continue to grow over time, in part through our disposition program.
•Increased cost and limited availability of capital. Our 2026 guidance assumes a reduction of our outstanding unsecured debt
by approximately $675.0 million, at the midpoint of our 2026 guidance range.
•In August 2026, we completed a public offering of $1.0 billion aggregate principal amount of 7.250% junior
subordinated notes due 2057. The notes will initially bear interest at 7.250% per year through, but excluding,
February 15, 2032. Thereafter, the interest rate will reset every five years to the five-year U.S. Treasury rate plus
2.889%, subject to a minimum interest rate of 7.250%. We may elect to defer interest payments for up to five
consecutive years, subject to the terms of the notes, including certain restrictions on paying dividends and
repurchasing equity. We may also redeem at 100% of principal plus accrued and unpaid interest during the period
beginning November 17, 2031 and ending on February 15, 2032, and thereafter on any interest payment date. This
issuance supports our capital structure and deleveraging objectives while receiving 50% equity treatment from key
rating agencies.
•In February 2026, we completed tender offers to repurchase an aggregate debt principal amount of $1.33 billion
across a portion of our outstanding 4.00% Senior Notes due 2050, 3.00% Senior Notes due 2051, and 3.55% Senior
Notes due 2052. The tender offers were completed at an average discount of approximately 28%, for a total cash
payment of $952.2 million, resulting in the extinguishment of approximately $380 million of debt. We funded the
$952.2 million payment through the issuance of $750.0 million of 5.25% unsecured senior notes due 2036 and
approximately $200 million of short-term borrowings under our commercial paper program.
•In January 2026 and April 2026, we repaid, upon maturity, $300.0 million of 4.30% unsecured senior notes and
$350.0 million of 3.80% unsecured senior notes, respectively. These repayments, aggregating $650 million, were
temporarily funded through borrowings under our commercial paper program.
Achievement of our targeted $675.0 million net unsecured debt reduction remains dependent on our ability to generate
proceeds during 2026 from planned real estate dispositions and sales of partial interests.
61
These expectations assume our ability to execute these transactions on acceptable terms. If we are unable to sell real estate
assets at our targeted prices or within our expected timeframes, we may need to reduce the projected amount of debt
repayment, delay the timing of such repayment, and/or increase our reliance on additional debt financing to fund the
approximately $1.75 billion of construction spending, based on the midpoint of our 2026 guidance range. Elevated interest
rates may result in debt financing options that are costlier, less accessible, or even unavailable, potentially limiting our ability to
complete our development and redevelopment projects on schedule and thereby delaying our expected incremental annual
net operating income generation.
The table below reflects interest rates related to unsecured senior notes payable and junior subordinated notes payable that
we have issued over the last several years and in 2026 (dollars in thousands). There is no assurance that high debt costs will
not continue into the future.
Unsecured Senior
Notes Payable Issued
Junior Subordinated
Notes Payable Issued
Interest Rate(1)
2024
$1,000,000
$—
5.57%
2025
$550,000
$—
5.66%
February 2026 issuance
$750,000
$—
5.41%
August 2026 issuance
$—
$1,000,000
7.37%
(1)Includes amortization of loan fees, amortization of debt premiums (discounts), and other bank fees.
•Capitalized Interest.
The table below presents gross interest expense, capitalized interest, and interest expense (in thousands):
Gross Interest Expense
Capitalized Interest
Interest Expense
2024
$516,799
$(330,961)
$185,838
2025
$557,122
$(330,424)
$226,698
Nine months ended September 30, 2026
$415,225
$(206,612)
$208,613
Midpoint of 2026 guidance range
$520,000
$(240,000)
$280,000
For 2026, we expect capitalized interest of approximately $240 million at the midpoint of our guidance range. The decrease
compared to 2025 reflects our actions taken in response to the market conditions, including re-evaluating certain projects,
ceasing or pausing certain pre-construction activities on land and uncommitted projects to conserve capital, and disposing of
certain assets. As a result, we expect our interest expense to increase to approximately $280 million (at the midpoint of our
2026 guidance range) in 2026 from $226.7 million in 2025. Continued macroeconomic and capital market pressures may
necessitate further reevaluation of our plans, including temporary suspension of our construction projects, delay of future
projects, or the sale of non-income-producing assets, which could further reduce our capitalized interest and increase interest
expense.
•Volatility in the valuation of non-real estate investments. We hold strategic investments in publicly traded companies and
privately held entities primarily involved in the life science industry. These investments are subject to market- and sector-
specific risks that can substantially affect their valuation. Like many other industries, the life science industry is susceptible to
macroeconomic challenges, such as ongoing economic and geopolitical uncertainty and a tighter capital environment. These
factors may lead to increased volatility in the valuation of our non-real estate investments.
In such an environment, distributions from our investments—which we may receive as dividends, as liquidation distributions
from our investments in limited partnerships, or as a result of mergers and acquisitions involving our privately held investees—
may be limited and could result in lower realized gains. Gross unrealized gains related to our non-real estate investments held
as of September 30, 2026, December 31, 2025, and December 31, 2024 aggregated to $322.4 million, $184.4 million, and
$228.1 million, respectively. These unrealized amounts are subject to market fluctuations and may not ultimately be realized.
We may not receive distributions from our investments or may face difficulties in monetizing our non-real estate investments at
optimal prices. There can be no assurance that we will be able to realize gains in the future. In periods with limited or no
realized gains, our FFO per share, as adjusted, may be adversely affected.
62
For the nine months ended September 30, 2026, we recognized $44.5 million in realized gains on non-real estate investments
and are projecting realized gains of $65 million in 2026 at the midpoint of our guidance range. During the nine months ended
September 30, 2026, we also recognized impairment charges and unrealized gains that reflect continued valuation pressures.
The table below presents components of investment income (losses) on our non-real estate investments (in thousands):
Realized
Gains
Significant
Realized Losses
Impairments
Unrealized
(Losses) Gains
Investment
(Losses) Income
2024
$117,214
$—
$(58,090)
$(112,246)
$(53,122)
2025
$115,722
$(103,329)
$(95,716)
$26,980
$(56,343)
Nine months ended September
30, 2026
$44,497
$—
$(35,026)
$143,164
$152,635
Midpoint of 2026 guidance range
$65,000
N/A(1)
(1)We are not able to forecast investment income (losses) of future periods without unreasonable effort and therefore do not provide the information on a
forward-looking basis. This is due to the inherent difficulty of forecasting the timing and/or amount of items that depend on market conditions outside of our
control.
Unfavorable market conditions could also lead to additional impairments of our investments in privately held entities that do not
report NAV per share, as well as other‑than‑temporary impairments of our non‑real estate investments accounted for under the
equity method.
The realization of any of the foregoing risks could continue to have material adverse impacts on our revenues and operating
performance, including, but not limited to, our income from rentals, net operating income, results of operations, funds from operations,
operating margins, initial stabilized yields (unlevered) on new or existing construction projects, occupancy, rental rates, EPS, FFO per
share, FFO per share, as adjusted, and net cash provided by operating activities, as adjusted. These impacts have adversely affected,
and could continue to adversely affect, our Adjusted EBITDA, which in turn may continue to negatively impact our key metrics such as
Adjusted EBITDA margin, net debt and preferred stock to Adjusted EBITDA, and fixed-charge coverage ratios. This may also impact
our credit ratings and credit rating outlooks. To preserve liquidity and mitigate an increase to our net debt and preferred stock to
Adjusted EBITDA ratio resulting from declines in Adjusted EBITDA, we may seek additional capital by pursuing additional sales of real
estate and non-real estate investments, or through equity offerings, which could be dilutive to existing stockholders. A reduction in
earnings and/or net cash provided by operating activities, as adjusted, could potentially necessitate or make advisable a reduction in
our dividends per share, as determined by our board of directors. Any of the foregoing could further negatively affect our business and
the market value of our common stock. 
•Mitigating factors:
•Reinforcing the Megacampus platform as our core growth engine. We believe our Megacampus strategy represents
our most powerful competitive advantage in an oversupplied life science real estate market. Our Megacampus
ecosystems are large-scale environments designed to meet the evolving needs of the world’s leading scientific and
technological organizations, located in life science innovation hubs in close proximity to top academic and medical
research institutions. This proximity is a key driver of tenant demand. These campuses are used in two distinct ways: (i) to
house the research operations of our tenants, and (ii) to recruit and retain the best talent available from a limited pool,
which underscores why their scale, strategic design, and location are critical. With our Megacampus ecosystems, we aim
to provide a superior set of amenities, services, and access to transit. With inspiring design and people-centric amenities,
we believe these campuses enhance our tenants’ confidence in using these spaces as effective recruiting tools. In
contrast, we believe that a significant amount of the competitive supply in the market today consists of isolated facilities
that provide operational space but lack the scale and strategic design that our Megacampus ecosystems deliver.
Our Megacampus ecosystems, which offer both high visibility and a clear path for growth, are designed for scalability to
accommodate our tenants’ growth. Our future development and redevelopment projects aggregate 19.5 million RSF as of
September 30, 2026, of which 80% is concentrated within our Megacampus ecosystems. Their strategic locations and
path for growth serve as powerful incentives for tenants to lease space from us.
We believe our Megacampus strategy has enabled us to capture a greater share of available leasing demand relative to
competitors in our core life science markets, even as overall supply has increased. The strength of this strategy is
reflected in the 2026 performance metrics below, achieved despite challenging macroeconomic, regulatory, policy, and
geopolitical environments:
•Our occupancy of 87.1% as of September 30, 2026:
•Additional 3.7% occupancy is expected from 1.3 million RSF (3.7% of total operating RSF) of leased space that
was temporarily vacant as of September 30, 2026. These spaces are expected to become occupied upon
completion of building and/or tenant improvements, with a weighted‑average expected occupancy date of June
2027, and are expected to generate annual rental revenue of approximately $52 million upon lease
commencement. We expect 32% of the total 1.3 million RSF to be occupied by December 31, 2026.
63
•During the nine months ended September 30, 2026, we placed into service development and redevelopment projects
aggregating 1.1 million RSF that are 87% occupied in various submarkets and delivered incremental annual net
operating income of $98 million.
•Expected incremental annual net operating income from projects anticipated to be placed into service by the end of
2028:
•$24 million from 2027 deliveries.
•$61 million from 2028 deliveries.
•Strength of our brand. As a recognized leader in the life science and real estate sectors, Alexandria has successfully
built a diverse and high-quality tenant base. Over the past three decades, we have fostered long-standing relationships
and strategic partnerships with our tenants, which have enabled us to maintain strong occupancy levels and leasing
volume, generate growth in net operating income and cash flows, and effectively navigate various economic cycles. Key
indicators of our brand strength include the following:
•As of September 30, 2026, 74% of our leasing activity during the last twelve months was from our existing tenant
base.
•As of September 30, 2026, 84% of our top 20 tenant annual rental revenue was derived from investment-grade or
publicly traded large cap companies.
•Our tenant collections have remained consistently high, averaging 99.9% from the beginning of 2021 to
September 30, 2026.
•Prudent financial management. Our strong and flexible balance sheet and prudent balance sheet management are key
factors in our ability to navigate macroeconomic uncertainties and capitalize on new opportunities. The strength of our
financial position is highlighted by several key indicators:
•Our significant liquidity of $4.56 billion as of September 30, 2026 provides us the flexibility to address our operational
needs and to pursue strategic opportunities.
•We expect to fund a large portion of our capital requirements through the following sources in 2026:
•$525 million in net cash provided by operating activities, as adjusted, at the midpoint of our 2026 guidance range.
•$105.0 million in capital contributions to fund construction expected from our existing consolidated real estate
joint venture partners from October 1, 2026 through 2027 and beyond.
•$1.90 billion from real estate dispositions and sales of partial interests at the midpoint of our 2026 guidance
range.
•Issuance of $1.00 billion of 7.250% Series A fixed-to-fixed reset rate junior subordinated notes due 2057, which
was completed in August 2026.
•As of September 30, 2026, our credit ratings from S&P Global Ratings and Moody’s Ratings were BBB+ and Baa2,
respectively, which rank in the top 20% among all publicly traded U.S. REITs.
•Net debt and preferred stock to Adjusted EBITDA ratio target: 5.6x to 6.2x for the fourth quarter of 2026, annualized.
•As of September 30, 2026, our fixed-rate debt represents 91.5% of our total debt, which provides predictability in debt
servicing costs. Since 2022, our quarter-end fixed-rate debt has averaged 95.5%.
•Our debt maturity schedule is well laddered, which provides us with financial flexibility and reduces short-term
refinancing risks. As of September 30, 2026, only 6% of our debt matures through 2028.
•As of September 30, 2026, the weighted-average remaining term of our debt is 11.6 years, which is the longest
among S&P 500 REITs, and demonstrates our strategic approach to debt management and our focus on maintaining
manageable annual debt maturities.
•Operational excellence of our team. Alexandria focuses on operational excellence in the direct asset management and
operations of our Labspace® asset base. Our asset management and operations team is composed of highly experienced,
educated, and professionally credentialed facilities specialists. This expertise, essential in ensuring a secure and efficient
environment for groundbreaking scientific research, has been cultivated and maintained over many years.
The demanding nature of laboratory-based scientific research requires strict adherence to safety standards set by local,
state, and federal regulatory bodies. Key compliance aspects include good manufacturing practices (“GMP”) and Clinical
Laboratory Improvement Amendments (“CLIA”) certifications, adherence to national biosafety level guidelines, proper
permitting and handling of hazardous waste generation and chemical storage, maintenance of safety stations, effective
management of ultra-low temperature freezers, and careful licensing and management of radioactive materials.
•Other mitigating factors
•Improvement in office market. The increase in demand for premium office space since 2024, primarily driven by the
technology sector, particularly companies focused on AI, absorbed some of the market’s supply that was previously
anticipated for life science use and is now being repositioned back into office space. High ceilings, improved
ventilation systems, and abundant natural light, which are all features of life science real estate, have become highly
desirable, appealing to office and advanced technology tenants. We expect this trend may lead to the exit from the
life science sector of inexperienced life science real estate developers and expedite the resolution of the oversupply
impacting the sector.
64
•Proactive reduction in capital spending and funding needs. To address higher capital costs and slower market
absorption, we implemented a disciplined reduction in construction spending. Based on the midpoint of our 2026
guidance range, our average annual construction spending is expected to decrease to approximately $1.74 billion for
2024–2026, representing a reduction of approximately $1.02 billion, or 37%, compared to the 2021–2023 average.
Our 2026 construction spending is primarily focused on:
•Leasing vacant space at operating properties
•Completing active committed construction projects
•Limiting future pipeline pre-construction activity
This strategy supports a more cost-efficient capital plan while preserving flexibility for future growth opportunities.
•Decrease in general and administrative expenses. Over the past several years, we have implemented comprehensive
measures to reduce our expenditures across our organization, including our general and administrative expenses,
through a variety of cost-control and efficiency initiatives, including, but not limited to:
•Personnel-related matters, including:
•Reduction in headcount over the last two years.
•Restructuring of various compensation plans.
•Streamlining of business processes:
•Implementation of systems upgrades, process improvements, and smarter technology.
•Renegotiation of contracts related to legal, technology, and operational support services, and
elimination of redundancies through better alignment and consolidation of roles.
As a result, we have achieved the following outcomes:
•We expect $76 million of cumulative savings in 2025 and 2026 (based upon the midpoint of our guidance
range for 2026 general and administrative expenses), compared to 2024.
•For the trailing twelve months ended September 30, 2026, our general and administrative expenses were
7.5% of net operating income, approximately half the 2023–2025 average of other S&P 500 REITs.
We believe the mitigating factors discussed above will help us manage prolonged market volatility while maintaining the
flexibility to act on strategic opportunities. Through disciplined execution of non-core asset recycling, targeted capital
allocation, continued focus on our Megacampus platform, moderated construction spending, and preservation of balance sheet
strength, we are building a resilient platform designed to deliver sustainable future growth and value creation across multiple
cycles. We believe these actions position us to emerge from the current cycle in a position of strength.
65
Operating summary
Same Property Performance:
Net Operating Income Changes
Occupancy of Operating Properties
8246337209768
(1)
8246337209805
(1)
8246337209880
Refer to “Same properties” and “Definitions and reconciliations” in Item 2 for additional details. “Definitions and reconciliations” contains the definitions of “Adjusted EBITDA,”
“Fixed-charge coverage ratio,” “Net debt and preferred stock to Adjusted EBITDA,” and “Net operating income” and their respective reconciliations from the most directly
comparable financial measures presented in accordance with GAAP.
(1)Refer to footnote 1 under “Same properties” in Item 2 for additional details.
66
Rental Rate Changes:
Renewed/Re-leased Space
Favorable Lease Structure(1)
Strategic Lease Structure by Owner and Operator
of Collaborative Megacampus Ecosystems
Increasing cash flows
Percentage of leases containing annual
rent escalations
97%
Stable cash flows
Percentage of triple net leases
91%
Lower capex burden
Percentage of leases providing for the
recapture of capital expenditures
91%
8246337209904
8246337209966
Margins(2)
Operating
Adjusted EBITDA
66%
65%
(1)Percentages calculated based on our annual rental revenue in effect as of September 30, 2026.
(2)For the three months ended September 30, 2026.
67
Stable Cash Flows From Our High-Quality and Diverse Tenants
1
2199023256393
(1)
(2)
(3)
Percentage of ARE’s Annual Rental Revenue
Investment-Grade or
Publicly Traded Large Cap Tenants
57%
84%
of ARE’s Total
Annual Rental Revenue
of ARE’s Top 20 Tenant
Annual Rental Revenue
Weighted Average
Remaining Term(4)
7.7 Years
10 Years
All Tenants
Top 20 Tenants
As of September 30, 2026. Annual rental revenue represents amounts in effect as of September 30, 2026. Refer to “Definitions and reconciliations” in Item 2 for additional
information.
(1)Represents the percentage of our annual rental revenue generated by professional services, finance, construction/real estate companies, and retail-related tenants.
(2)89% of our annual rental revenue from advanced technologies tenants is from investment-grade or publicly traded large cap tenants.
(3)80% of our annual rental revenue from biomedical institutions is from investment-grade or publicly traded large cap tenants.
(4)Represents the weighted-average remaining term based on annual rental revenue in effect as of September 30, 2026.
68
Leasing activity
The following table summarizes our leasing activity at our properties:
Three Months Ended
Nine Months Ended
Year Ended
September 30, 2026
September 30, 2026
December 31, 2025
(Dollars per RSF)
Including
Straight-Line Rent
Cash
Basis
Including
Straight-Line Rent
Cash
Basis
Including
Straight-Line Rent
Cash
Basis
Leasing activity:
Renewed/re-leased space(1)
 
 
 
 
 
 
Rental rate changes
(2.4)%
(3.3)%
(5.1)%
(6.9)%
7.0%
3.5%
New rates
$49.15
$47.59
$45.71
$46.71
$52.71
$53.66
Expiring rates
$50.34
$49.21
$48.18
$50.19
$49.27
$51.87
RSF
785,069
1,806,754
2,543,473
Tenant improvements/leasing
commissions
$40.64
$46.45
$55.34
Weighted-average lease term
11.2 years
9.7 years
9.0 years
Previously vacant/developed/
redeveloped space leased
New rates
$58.33
$58.60
$48.30
$48.32
$72.30
(2)
$67.56
(2)
Previously vacant RSF
450,961
(3)
928,843
944,362
Developed/redeveloped RSF(4)
—
(3)
186,706
704,821
(2)
Weighted-average lease term
11.9 years
12.2 years
13.8 years
Leasing activity summary (totals):
New rates
$52.50
$51.61
$46.70
$47.33
$60.42
$59.13
RSF
1,236,030
2,922,303
4,192,656
Weighted-average lease term
11.5 years
10.9 years
11.9 years
Lease expirations(1)
Expiring rates
$52.13
$54.53
$53.30
$57.21
$54.22
$55.56
RSF
1,102,282
(5)
3,612,133
4,460,081
Leasing activity includes 100% of results for properties in which we have an investment.
(1)Excludes month-to-month leases aggregating 272,378 RSF and 58,516 RSF as of September 30, 2026 and December 31, 2025, respectively. During the trailing twelve
months ended September 30, 2026, we granted free rent concessions averaging 2.0 months per annum. This includes a lease concession for a 20-year lease with a non-
life science tenant in the Research Triangle market executed during the three months ended September 30, 2026. Excluding this lease, free rent concessions were 1.1
months per annum.
(2)Includes the largest life science lease in company history, executed in July 2025 with Novartis AG. The 16-year expansion build-to-suit lease aggregates 466,598
RSF and is located at the Campus Point by Alexandria Megacampus in our University Town Center submarket. Excluding this lease, previously vacant/developed/
redeveloped rental rates would have been $58.31 and $58.70 (cash basis) and development/redevelopment leasing volume would have been 238,223 RSF, for the
year ended December 31, 2025.
(3)During the three months ended September 30, 2026, we executed leases of 66,859 RSF and have additional leases under negotiation of 100,684 RSF for advanced
technology use at our project at 311 Arsenal Street in our Greater Boston market, all of which will be reflected as leasing of previously vacant space. This activity
enabled us to pivot the redevelopment project to a lower-cost advanced technology use, reducing future potential construction spend by approximately $220 million.
As a result of this leasing progress, the entire project aggregating 339,020 RSF was reclassified from redevelopment to operating as of September 30, 2026.
(4)Refer to “New Class A/A+ development and redevelopment properties: summary of pipeline” in Item 2 for additional information, including total project costs.
(5)Includes previously disclosed key lease expirations aggregating 282,878 RSF that became vacant during the three months ended September 30, 2026, with a
weighted-average lease expiration date of August 2026.
69
Contractual lease expirations
The following tables summarize the contractual lease expirations as of September 30, 2026:
Year
RSF
Percentage of
Occupied RSF
Annual Rental Revenue
(per RSF)(1)
Percentage of
Annual Rental Revenue
2026
(2)
481,770
1.6%
$39.19
1.0%
2027
3,054,723
9.9%
$57.27
9.4%
2028
3,701,167
(3)
12.0%
$50.94
10.1%
2029
2,150,332
7.0%
$41.53
4.8%
2030
2,653,670
8.6%
$43.44
6.2%
2031
3,510,598
11.4%
$53.88
10.1%
2032
1,067,200
3.5%
$56.34
3.2%
2033
2,400,457
7.8%
$46.43
6.0%
2034
2,627,230
8.6%
$65.93
9.3%
2035
1,158,790
3.8%
$55.45
3.4%
Thereafter
7,916,798
25.8%
$85.89
36.5%
Market
2026 Contractual Lease Expirations (in RSF)
Annual
Rental
Revenue
(per RSF)(1)
2027 Contractual Lease Expirations (in RSF)
Annual
Rental
Revenue
(per RSF)(1)
Leased
Negotiating
Early Tenant
Discussions
Marketing/
Remaining
Total(2)
Leased
Negotiating
Early Tenant
Discussions
Marketing/
Remaining
Total
Greater Boston
93,181
—
—
37,384
130,565
$29.94
90,664
—
24,259
112,178
227,101
$44.93
San Diego
—
49,603
5,520
10,274
65,397
62.16
—
141,838
82,641
136,502
360,981
41.97
San Francisco Bay Area
12,719
—
2,927
—
15,646
22.45
32,944
40,996
24,694
68,536
167,170
78.12
Seattle
25,552
12,335
—
5,692
43,579
40.59
18,205
116,459
153,984
38,241
326,889
33.02
Maryland
—
—
—
2,796
2,796
14.95
—
35,465
25,766
103,250
164,481
30.28
Research Triangle
13,385
5,506
—
2,690
21,581
25.94
43,238
14,870
140,150
46,314
244,572
34.56
New York City
—
—
—
33,634
33,634
113.67
—
72,428
5,894
26,332
104,654
96.32
Texas
—
—
—
—
—
—
—
—
—
26,160
26,160
27.74
Non-cluster/other markets
—
—
—
—
—
—
—
—
—
54,755
54,755
15.21
Subtotal
144,837
67,444
8,447
92,470
313,198
46.37
185,051
422,056
457,388
612,268
1,676,763
44.36
Key lease expirations with
expected downtime
—
12,801
77,775
77,996
168,572
25.86
—
305,643
521,300
551,017
1,377,960
(3)
72.92
Total
144,837
80,245
86,222
170,466
481,770
$39.19
185,051
727,699
978,688
1,163,285
3,054,723
$57.27
Percentage of expiring leases
30%
17%
18%
35%
100%
6%
24%
32%
38%
100%
Contractual lease expirations for properties classified as held for sale as of September 30, 2026 are excluded from the information on this page.
(1)Amounts in effect as of September 30, 2026.
(2)Excludes month-to-month leases aggregating 272,378 RSF as of September 30, 2026. Refer to “Leasing activity” in Item 2 for additional details.
(3)See tables below for additional details.
(4)Includes 317,385 RSF of key lease expirations from Bristol Myers Squibb across four properties, generating $24.0 million of annual rental revenue with a weighted-average expiration date of April 2027. Upon lease expiration, Bristol Myers
Squibb is expected to relocate to 4135 Campus Point Court, a 426,927 RSF R&D facility delivered in June 2026. We expect the vacated space to experience a period of downtime and are currently under negotiation for 190,085 RSF.
(5)Refer to the footnote for Novartis AG under "Top 20 tenants" in Item 2 for additional details.
2027 Key Lease Expirations with Expected Downtime
2028 Key Lease Expirations with Expected Downtime
Total
Annual Rental
Revenue(1)
Weighted Average
Expiration Date
Weighted Average
Expected Downtime
Total
Annual Rental
Revenue(1)
Weighted Average
Expiration Date
Weighted Average
Expected Downtime
1,377,960 RSF
$100.5M
March 2027
9 to 24 months
717,546 RSF
$60.4M
April 2028
9 to 24 months
Reason for Expected Downtime
(Based on RSF)
Reason for Expected Downtime
(Based on RSF)
2199023256201
2199023256190
Relocation to Other
ARE Properties(4)
Leases at Assets Originally
Acquired for Redevelopment
Other
Relocation to Other
ARE Properties
Leases at Assets Originally
Acquired for Redevelopment
100 Technology Square(5)
Other
Current Leasing Status
(Based on RSF) 
Current Leasing Status
(Based on RSF) 
2199023256329
2199023256318
Negotiating
Early Tenant Discussions
Marketing/Remaining
Early Tenant
Discussions
Marketing/Remaining
70
Contractual lease expirations (continued)
The following table summarizes our key contractual lease expirations in 2027 as of September 30, 2026 (dollars in thousands):
Expiration
Date
Annual
Rental
Revenue
RSF
Campus
Negotiating
Early Tenant
Discussions
Marketing/
Remaining
Total
Campus Point by Alexandria/San Diego – University Town Center
March 2027
$18,776
190,085
—
61,775
251,860
(1)
Alexandria Center® for Life Science – Waltham/Greater Boston – Route 128
January 2027
27,045
—
232,902
—
232,902
(2)
Alexandria Center® for Advanced Technologies – South San Francisco/San
Francisco Bay Area – South San Francisco
January 2027
8,805
—
—
129,501
129,501
199 East Blaine Street/Seattle – Lake Union
June 2027
7,177
—
66,464
43,505
109,969
Sequence District by Alexandria/San Diego – Sorrento Mesa
January 2027
3,282
90,000
—
—
90,000
(2)
Alexandria Center® for Advanced Technologies – South Lake Union/Seattle –
Lake Union
March 2027
4,089
—
50,946
32,144
83,090
(2)
3033 Science Park Road/San Diego – Torrey Pines
March 2027
5,258
—
—
65,525
65,525
(1)
Alexandria Technology Square®/Greater Boston – Cambridge/Inner Suburbs
January 2027
5,652
—
37,960
22,951
60,911
(1)
ARE Torrey Ridge/San Diego – Torrey Pines
March 2027
2,889
—
—
59,248
59,248
The Arsenal on the Charles/Greater Boston – Cambridge/Inner Suburbs
February 2027
4,732
—
54,109
—
54,109
(1)
Alexandria Center® for Advanced Technologies – Canyon Park/Seattle – Bothell
July 2027
1,725
—
—
50,297
50,297
(2)
Alexandria Center® for Life Science – Shady Grove/Maryland – Rockville
January 2027
1,599
—
—
48,500
48,500
(1)
10970 Alexandria Way/San Diego – Torrey Pines
November 2027
2,675
—
—
36,172
36,172
Other
Various
6,781
25,558
78,919
1,399
105,876
March 2027
(3)
$100,485
305,643
521,300
551,017
1,377,960
22%
38%
40%
(1)Relocation to other ARE properties.
(2)Leases at assets originally acquired for redevelopment or repositioning.
(3)Represents the weighted-average expiration date based on annual rental revenue as of September 30, 2026.
71
Top 20 tenants
84% of Top 20 Tenant Annual Rental Revenue Is From Investment-Grade
or Publicly Traded Large Cap Tenants(1)
Our properties are leased to a high-quality and diverse group of tenants, with no individual tenant accounting for greater than
8.6% of our annual rental revenue in effect as of September 30, 2026. The following table sets forth information regarding leases with our
20 largest tenants in North America based upon annual rental revenue in effect as of September 30, 2026 (dollars in thousands, except
average market cap amounts):
Remaining
Lease
Term(1)
(in Years)
Aggregate
RSF
Annual
Rental
Revenue(1)
Percentage
of Annual
Rental
Revenue(1)
Investment-Grade
Credit Ratings
Average
Market
Cap
(in billions)
Tenant
Moody’s
S&P
1
Bristol Myers Squibb Company
8.3
1,654,290
$
162,062
8.6%
A2
A
$115.74
2
Eli Lilly and Company
8.7
1,054,241
92,120
4.9
Aa3
AA-
$985.81
3
Moderna, Inc.
12.2
462,100
71,445
3.8
—
—
$23.15
4
AstraZeneca PLC
5.5
611,326
56,683
(2)
3.0
A1
A+
$280.03
5
Takeda Pharmaceutical Company Limited
10.1
386,111
41,673
2.2
Baa1
BBB+
$52.65
6
Eikon Therapeutics, Inc.(3)
12.8
299,638
38,907
2.1
—
—
$0.59
7
Intellia Therapeutics, Inc.(4)
6.9
283,272
35,090
1.9
—
—
$1.64
8
Illumina, Inc.
5.1
792,687
29,977
1.6
Baa3
BBB
$23.02
9
United States Government
3.9
414,499
29,435
(5)
1.6
Aaa
AA+
$—
10
Novo Nordisk A/S
11.3
262,382
28,876
1.5
Aa3
AA
$209.80
11
Uber Technologies, Inc.
56.0
(6)
1,009,188
27,879
1.5
Baa1
BBB+
$161.24
12
Boston Children's Hospital
14.0
309,231
26,294
1.4
Aa2
AA
$—
13
Novartis AG
1.7
(7)
321,743
25,111
1.3
Aa3
AA-
$303.20
14
Sanofi
4.3
267,278
22,045
1.2
Aa3
AA
$112.32
15
New York University
5.8
218,983
21,073
1.1
Aa2
AA-
$—
16
Massachusetts Institute of Technology
3.3
242,428
20,529
1.1
Aaa
AAA
$—
17
Merck & Co., Inc.
7.6
300,930
18,895
1.0
Aa3
A+
$287.66
18
Vaxcyte, Inc.
8.3
230,755
18,656
1.0
—
—
$7.45
19
Charles River Laboratories, Inc.
9.1
189,549
18,467
1.0
—
—
$9.85
20
Altos Labs, Inc.(8)
14.5
158,990
18,408
1.0
—
—
$—
Total/weighted-average
10.0
(6)
9,469,621
$
803,625
42.8%
Annual rental revenue and RSF include 100% of each property managed by us. Refer to “Annual rental revenue” and “Investment-grade or publicly traded large cap tenants”
under “Definitions and reconciliations” in Item 2 for additional details, including our methodology of calculating annual rental revenue from unconsolidated real estate joint
ventures and average market capitalization, respectively.
(1)Based on annual rental revenue in effect as of September 30, 2026.
(2)Of the $56.7 million of annual rental revenue generated by this tenant, $27.0 million relates to a 232,902 RSF lease at our Alexandria Center® for Life Science – Waltham
Megacampus, which expires in the first quarter of 2027. This lease is included in the 1.4 million RSF of 2027 key lease expirations with expected downtime disclosed under
“Contractual lease expirations” in Item 2. We do not expect the tenant to renew its lease and are actively marketing the space.
(3)Eikon Therapeutics, Inc. is a public biotechnology company led by Roger Perlmutter, a biopharmaceutical executive who previously served as an executive vice president
of Merck & Co., Inc. As of June 30, 2026, the company held $531 million in cash and marketable securities.
(4)Intellia Therapeutics, Inc. is an established, publicly traded clinical-stage biotechnology company focused on CRISPR-based gene-editing therapies. The company reported
positive Phase 3 clinical results in 2026 and reported cash, cash equivalents and marketable securities of $628.4 million as of June 30, 2026. Additionally, on September 4,
2026, the company announced it secured a non-dilutive senior secured term loan facility for up to $400 million.
(5)Includes leases, which are not subject to annual appropriations, with governmental entities such as the NIH and the General Services Administration. Approximately 2% of
the annual rental revenue derived from our leases with the United States Government is cancelable prior to the lease expiration date.
(6)Includes (i) ground leases for land at 1455 and 1515 Third Street (two buildings aggregating 422,980 RSF) and (ii) leases at 1655 and 1725 Third Street (two buildings
aggregating 586,208 RSF) in our Mission Bay submarket owned by our unconsolidated real estate joint venture in which we have an ownership interest of 10%. Annual
rental revenue is presented using 100% of the annual rental revenue from our consolidated properties and our share of annual rental revenue from our unconsolidated real
estate joint ventures. Excluding these ground leases, the weighted-average remaining lease term for our top 20 tenants was 8.4 years as of September 30, 2026.
(7)Includes one direct lease at 100 Technology Square at Alexandria Technology Square® Megacampus in our Cambridge submarket aggregating 255,441 RSF, which
generates annualized rental revenue of $21.0 million and expires in March 2028. The tenant has leased the building since 2002 and has subsequently expanded and
consolidated its operations in Cambridge into a larger footprint. As a result, we do not expect the tenant to renew its lease upon expiration. We are actively marketing the
space for re-leasing and expect significant downtime following lease expiration to upgrade and re-lease the space.
(8)Altos Labs, Inc. is a private biotechnology company led by Hal Barron, M.D., former GlaxoSmithKline Chief Scientific Officer and President, R&D. Altos Labs launched with
$3.0 billion in private funding in 2022, and is backed by a group of prominent investors.
72
Locations of properties
Our properties are strategically located in AAA life science and advanced technology innovation cluster markets. The following
table sets forth the total RSF, number of properties, and annual rental revenue in effect as of September 30, 2026 in each of our
markets in North America (dollars in thousands, except per RSF amounts):
RSF
Number of
Properties
Annual Rental Revenue
Market
Operating
Development
Redevelopment
Total
% of Total
Total
% of Total
Per RSF
Greater Boston
10,338,586
—
600,652
10,939,238
28%
63
$740,938
39%
$88.46
San Diego
6,419,662
466,598
—
6,886,260
18
55
341,035
18
59.23
San Francisco Bay Area
5,469,953
212,657
50,377
5,732,987
16
39
300,013
17
70.79
Seattle
2,900,871
175,950
—
3,076,821
8
39
115,007
6
43.74
Maryland
3,676,755
—
—
3,676,755
10
47
151,322
8
45.77
Research Triangle
3,436,285
—
—
3,436,285
9
36
86,341
5
26.59
New York City
727,674
—
—
727,674
2
2
65,575
3
93.24
Texas
1,651,094
—
66,350
1,717,444
4
13
41,539
2
29.50
Non-cluster/other markets/
Canada
954,935
(1)
—
—
954,935
2
16
21,981
1
29.49
Properties held for sale
965,557
339,668
—
1,305,225
3
18
21,775
1
40.90
36,541,372
1,194,873
717,379
38,453,624
100%
328
$1,885,526
100%
$60.93
1,912,252
Summary of occupancy percentages in North America
The following table sets forth the occupancy percentages for our operating properties and our operating and redevelopment
properties in each of our North America markets, excluding properties held for sale, as of the following dates:
 
Operating Properties
Operating and Redevelopment Properties
Market
9/30/26
6/30/26
9/30/25
9/30/26
6/30/26
9/30/25
Greater Boston
81.0%
(2)
83.0%
86.8%
76.6%
73.7%
73.6%
San Diego
89.7
89.9
95.2
89.7
89.9
95.2
San Francisco Bay Area
87.1
83.1
90.4
86.3
81.9
86.4
Seattle
90.6
87.7
90.1
90.6
87.7
90.1
Maryland
91.5
91.5
93.9
91.5
91.5
93.9
Research Triangle
94.5
93.9
94.9
94.5
93.9
94.9
New York City
96.6
95.5
98.3
96.6
95.5
98.3
Texas
85.3
85.3
79.9
82.0
82.0
76.5
Subtotal
87.4
87.1
90.8
85.6
83.8
85.9
Non-cluster/other markets/
Canada
78.0
54.1
85.2
78.0
54.1
81.7
87.1%
(3)
86.9%
90.6%
85.4%
83.6%
85.8%
(1)Includes 779,842 RSF and $14.9 million of annual rental revenue located in Canada.
(2)Decline in occupancy was primarily due to 339,020 RSF at our 311 Arsenal Street redevelopment project in our Greater Boston market being placed back into operation
following the execution of leases aggregating 66,859 RSF, with additional leases aggregating 100,684 RSF under negotiation for advanced technology use as of
September 30, 2026. This activity enables us to pivot the redevelopment project to a lower-cost advanced technology use, reducing future construction spend by
approximately $220 million.
(3)Excludes leases aggregating 1.3 million RSF, or 3.7% of total operating RSF, executed as of September 30, 2026 and expected to be occupied upon completion of
building and/or tenant improvements. The weighted-average expected occupancy date is approximately June 2027, with expected annual rental revenue of
approximately $52 million. We expect 32% of the total RSF to be occupied by December 31, 2026.
73
Investments in real estate
A key component of our business model is our disciplined allocation of capital to the development and redevelopment of new
Class A/A+ properties, and property enhancements identified during the underwriting of certain acquired properties, primarily located in
collaborative Megacampus ecosystems in AAA life science and advanced technology innovation clusters. These projects are focused
on providing high-quality, generic, and reusable spaces that meet the real estate requirements of a wide range of tenants. Upon
completion, each development or redevelopment project is expected to generate increases in rental income, net operating income, and
cash flows. Our development and redevelopment projects are generally in locations that are highly desirable to high-quality entities,
which we believe may result in higher occupancy levels, longer lease terms, higher rental income, higher returns, and greater long-term
asset value. Our pre-construction activities are undertaken in order to prepare the property for its intended use and include entitlements,
permitting, design, site work, and other activities preceding commencement of construction of aboveground building improvements.
Our investments in real estate consisted of the following as of September 30, 2026 (dollars in thousands):
Development and Redevelopment
Under Construction
Operating
2027–2028
Stabilization
Evaluating
Business and
Financial
Strategy
Future
Subtotal
Total
Square footage
Operating
35,575,815
—
—
—
—
35,575,815
Future Class A/A+ development and redevelopment properties
—
905,582
667,002
18,912,303
20,484,887
20,484,887
Future development and redevelopment square feet currently
included in rental properties(1)
—
—
—
(935,031)
(935,031)
(935,031)
Total square footage, excluding properties held for sale
35,575,815
905,582
667,002
17,977,272
19,549,856
55,125,671
Properties held for sale
965,557
—
339,668
2,079,925
2,419,593
3,385,150
Total square footage
36,541,372
905,582
1,006,670
20,057,197
21,969,449
58,510,821
Investments in real estate
Gross book value as of September 30, 2026(2)
$30,198,713
$670,176
$611,311
$3,826,180
$5,107,667
(3)
$35,306,380
Properties held for sale
459,477
—
238,232
241,902
480,134
939,611
Total gross investment in real estate, excluding properties held
for sale
$29,739,236
$670,176
$373,079
$3,584,278
$4,627,533
$34,366,769
1649267441852
arrow.jpg
20%
17%
Development/
Redevelopment
Under Construction
Land/Future
Development
11% to 16%
12%
Non-Income-Producing Assets(4) as a Percentage of Gross Assets
(1)Refer to “Investments in real estate” under “Definitions and reconciliations” in Item 2 for additional details, including future development and redevelopment square feet
currently included in rental properties.
(2)Balances exclude accumulated depreciation and our share of the cost basis associated with our properties held by our unconsolidated real estate joint ventures, which is
classified as investments in unconsolidated real estate joint ventures in our consolidated balance sheet.
(3)Our share of investment in our development and redevelopment pipeline as of September 30, 2026 is $4.63 billion.
(4)Excludes land and development parcels classified as held for sale which represented approximately 1% of total non-income-producing assets as of September 30, 2026,
compared with approximately 1% as of December 31, 2025 and 2024.
74
Dispositions and sales of partial interests
The following table summarizes our 2026 sources of capital activity during the nine months ended September 30, 2026 and through the date of this report, and projections for the
remainder of 2026 (dollars in thousands):
Interest
Sold
Square Footage
Price
(Our Share)
Property
Submarket/Market
Date of
Transaction
Operating
Future
Development
Completed during the six months ended June 30, 2026
$7,350
Non-core and land dispositions completed during the three months ended September 30, 2026:
3825 and 3875 Fabian Way(1)
Palo Alto/San Francisco Bay Area
7/14/26
100%
228,000
250,000
163,000
One Hampshire Street(2)
Cambridge/Greater Boston
8/21/26
100%
104,956
—
44,900
3911, 3931, 4025, 4031, 4045, and 4075 Sorrento Valley Boulevard(3)
Sorrento Valley/San Diego
9/23/26
100%
95,814
144,000
26,500
Dispositions completed during the three months ended September 30, 2026
234,400
(4)
Total dispositions completed during the nine months ended September 30, 2026
241,750
Completed in October 2026:
Sales of partial interests:
Campus Point by Alexandria(5)
University Town Center/San Diego
10/23/26
(5)
1,586,697
366,816
475,000
Total completed 2026 dispositions and sales of partial interests as of October 26, 2026
716,750
Our share of pending dispositions and sales of partial interests subject to:
Non-refundable deposits
355,400
Signed letters of intent and/or purchase and sale agreement late-stage negotiations
1,547,850
2,620,000
Proceeds from dispositions and sales of partial interests in excess of 2026 guidance
midpoint which may be deferred into 2027(6)
(720,000)
2026 guidance midpoint for dispositions and sales of partial interests
$1,900,000
2026 guidance range for dispositions and sales of partial interests
$1,100,000 – $2,700,000
Weighted-average projected completion date of 2026 dispositions and sales of partial interests
November 2026
(7)
(1)Represents one future development project aggregating 250,000 SF at 3825 Fabian Way and one fully leased operating building aggregating 228,000 RSF at 3875 Fabian Way in our Palo Alto submarket. These assets were acquired in
2019 with the intent to develop them for life science use. However, due to the project’s macroeconomic outlook, the assets no longer aligned with our strategy and were sold to a residential developer.
(2)Represents one vacant office property that was originally acquired with the intent to redevelop for life science use and expand our Megacampus ecosystem. The asset was sold due to the macroeconomic outlook for the project and the
significant capital required to redevelop and lease the property.
(3)Represents five operating properties, primarily comprising non-laboratory space, and one land parcel. As of June 30, 2026, these operating properties were 30% occupied with a weighted-average lease term of 2.4 years and were sold due
to the significant capital that would have been required to convert these properties through redevelopment for laboratory use and their misalignment with our Megacampus strategy.
(4)Our share of dispositions completed during the three months ended September 30, 2026 had annual net operating income of $4.4 million (based on the three months ended June 30, 2026, annualized) with a weighted-average disposition
date of July 29, 2026.
(5)Refer to Note 4 – “Consolidated and unconsolidated real estate joint ventures” to our unaudited consolidated financial statements in Item 1 for additional details.
(6)Refer to “Key sources and uses of capital” under “Projected results” in Item 2 for additional details.
(7)Including the impact of the $1.0 billion junior subordinated notes issued during the three months ended September 30, 2026, the weighted-average projected completion date of these sources of capital is expected to be October 2026.
75
New Class A/A+ development and redevelopment properties: recent deliveries
99 Coolidge Avenue
50 and 60 Sylvan Road(1)
4135 Campus Point Court
Megacampus: 480 Arsenal Way, 446, 458, and
500 Arsenal Street, and 99 Coolidge Avenue
Megacampus: Alexandria Center® for Life
Science – Waltham
Megacampus: Campus Point by Alexandria
320,809 RSF
268,992 RSF
426,927 RSF
84% Occupancy
88% Occupancy
100% Occupancy
99Coolidge.jpg
60 Sylvan.jpg
Campuspoint4135.jpg
10075 Barnes Canyon Road
269 East Grand Avenue
701 Dexter Avenue North
Megacampus: SD Tech by Alexandria
Megacampus: Alexandria Center® for Advanced
Technologies – South San Francisco
Megacampus: Alexandria Center® for Advanced
Technologies – South Lake Union
253,079 RSF
33,780 RSF
51,627 RSF
80% Occupancy
100% Occupancy
100% Occupancy
barnescanyon10075 v2.jpg
269EGrand.jpg
701 Dexter - new construction.jpg
(1)Image represents 60 Sylvan Road on the Alexandria Center® for Life Science – Waltham Megacampus.
76
New Class A/A+ development and redevelopment properties: recent deliveries (continued)
Incremental Annual Net Operating Income Generated From YTD 3Q26 Deliveries
Aggregated $98 million(1), Including $40 million in 3Q26
The following table presents development and redevelopment of new Class A/A+ projects placed into service during the nine months ended September 30, 2026 (dollars in
thousands):
Property/Market/Submarket
3Q26
Delivery
Date(3)
Our
Ownership
Interest
RSF Placed in Service
Occupancy
Percentage(4)
Total Project
Unlevered Yields(2)
Prior to
1/1/26
1Q26
2Q26
3Q26
Total
Initial
Stabilized
Initial
Stabilized
(Cash Basis)
RSF
Investment
Development projects
99 Coolidge Avenue/Greater Boston/Cambridge/
Inner Suburbs
8/11/26
100%
129,413
16,734
—
174,662
320,809
84%
320,809
$446,000
5.8%
6.8%
4135 Campus Point Court/San Diego/University
Town Center
N/A
59.3%
—
—
426,927
—
426,927
100%
426,927
$524,000
10.8%
6.2%
10075 Barnes Canyon Road/San Diego/Sorrento
Mesa
N/A
50.0%
171,469
81,610
—
—
253,079
80%
253,079
$314,000
5.5%
5.7%
701 Dexter Avenue North/Seattle/Lake Union
7/9/26
100%
—
—
—
51,627
51,627
100%
227,577
TBD
Redevelopment projects
50 and 60 Sylvan Road/Greater Boston/Route 128
9/1/26
100%
—
—
—
268,992
268,992
88%
268,992
$432,000
6.3%
4.1%
(5)
269 East Grand Avenue/San Francisco Bay Area/
South San Francisco
8/21/26
100%
—
—
—
33,780
33,780
100%
84,157
TBD
8800 Technology Forest Place/Texas/Greater
Houston
N/A
100%
50,094
6,948
—
—
57,042
100%
123,392
$112,000
6.3%
6.0%
Weighted average/total
8/20/26
350,976
105,292
426,927
529,061
1,412,256
1,704,933
(1)Excludes future incremental annual net operating income from recently delivered spaces aggregating 134,767 RSF that were vacant and/or unleased at delivery.
(2)The delivered leases contain effective annual rent escalations of 3%, which are expected to contribute to growth in net operating income (cash basis) over the respective lease term.
(3)Represents the average delivery date for deliveries that occurred during the three months ended September 30, 2026, weighted by annual rental revenue.
(4)Occupancy reflects total operating RSF placed in service as of each respective delivery date when the space was placed into service. Subsequent occupancy changes are not reflected.
(5)The lease with Novo Nordisk, an investment-grade tenant, was executed in a highly competitive leasing environment and provides strong long-term value through a 15-year term and 3% annual rent escalations. The lower cash yield
relative to the original underwriting is primarily driven by higher development costs and lower rental assumptions than initially forecasted due to market changes.
77
New Class A/A+ development and redevelopment properties: under construction
10200 Campus Point Drive
1450 Owens Street
Megacampus: Campus Point by Alexandria
Megacampus: Alexandria Center® for Science and
Technology – Mission Bay
466,598 RSF
212,657 RSF
100% Leased
51% Leased/Negotiating
10210 Campus Point NovartisCP.jpg
owens1450.jpg
269 East Grand Avenue
701 Dexter Avenue North
Megacampus: Alexandria Center® for Advanced
Technologies – South San Francisco
Megacampus: Alexandria Center® for Advanced
Technologies – South Lake Union
50,377 RSF
175,950 RSF
40% Leased/Negotiating
69% Leased/Negotiating
269EGrand.jpg
701 Dexter - new construction.jpg
78
New Class A/A+ development and redevelopment properties: under construction
The following tables set forth a summary of our new Class A/A+ development and redevelopment properties under construction as of September 30, 2026 (dollars in thousands):
Property
Market/Submarket
Square Footage
Percentage
Occupancy(1)
Dev/
Redev
In Service
CIP
Total
Leased
Leased/
Negotiating
Initial
Stabilized
Under construction
2027–2028 stabilization
10200 Campus Point Drive(2)
San Diego/University Town Center
Dev
—
466,598
466,598
100%
100%
4Q28
4Q28
1450 Owens Street
San Francisco Bay Area/Mission Bay
Dev
—
212,657
212,657
51
51
2Q27
2028
269 East Grand Avenue
San Francisco Bay Area/South San Francisco
Redev
33,780
50,377
84,157
40
40
3Q26
2H27
701 Dexter Avenue North
Seattle/Lake Union
Dev
51,627
175,950
227,577
34
69
3Q26
2028
85,407
905,582
990,989
69%
77%
Evaluating business and financial strategy; earliest potential lab delivery in 2028(3)(4)
40 Sylvan Road
Greater Boston/Route 128
Redev
—
329,049
329,049
—%
—%
3000 Minuteman Road
Greater Boston/Other
Redev
—
271,603
271,603
—
—
8800 Technology Forest Place
Texas/Greater Houston
Redev
57,042
66,350
123,392
46
46
57,042
667,002
724,044
8%
8%
Our
Ownership
Interest
At 100%
Unlevered Yields
Property
Market/Submarket
In Service
CIP
Cost to
Complete
Total at
Completion
Initial
Stabilized
Initial Stabilized
(Cash Basis)
Under construction
2027–2028 stabilization(5)
10200 Campus Point Drive(2)
San Diego/University Town Center
59.3%
$—
$106,862
$553,138
$660,000
7.3%
6.5%
1450 Owens Street
San Francisco Bay Area/Mission Bay
25.0%
—
263,855
TBD
269 East Grand Avenue
San Francisco Bay Area/South San Francisco
100%
49,793
53,299
701 Dexter Avenue North
Seattle/Lake Union
100%
96,398
246,160
$146,191
$670,176
$780,000
(6)
$1,590,000
(6)
Our share of investment(6)(7)
$150,000
$420,000
$500,000
(6)
$1,070,000
(6)
Evaluating business and financial strategy; earliest potential lab delivery in 2028(3)(4)
40 Sylvan Road
Greater Boston/Route 128
100%
$—
$233,594
TBD
3000 Minuteman Road
Greater Boston/Other
100%
—
97,248
8800 Technology Forest Place
Texas/Greater Houston
100%
65,640
42,237
$65,640
$373,079
Refer to “Initial stabilized yield (unlevered)” under “Definitions and reconciliations” in Item 2 for additional information.
(1)Initial occupancy dates are subject to leasing and/or market conditions. Stabilized occupancy may vary depending on single tenancy versus multi-tenancy. Multi-tenant projects may increase in occupancy over time.
(2)Represents a single-tenant project that expands the existing Campus Point by Alexandria Megacampus, where we have a 59.3% ownership interest as of September 30, 2026. The project is fully leased to Novartis AG with 3% annual rent
escalations. The tenant currently occupies a building within the Megacampus aggregating 52,853 RSF that generated annual rental revenue of $4.1 million as of September 30, 2026. The tenant is expected to vacate this building during
2028. We expect to fund the majority of future construction costs at the Megacampus. Refer to “Dispositions and sales of partial interests” in Item 2 for additional information.
(3)We are evaluating multiple options, including whether to continue construction of laboratory improvements, pause construction, pursue lower-investment construction alternatives (including a pivot to advanced technology use), or pursue a
disposition, based upon future leasing interest. Under a lower-investment scenario, we would expect lower rent and tenant improvement requirements, and we would evaluate whether all or a portion of the property would be placed back
into operation. We would also expect stabilized yields under such alternatives to be lower than our initial underwriting assumptions. If we elect to continue to pursue construction of laboratory improvements for these projects, the earliest
deliveries of these projects are in 2028.
(4)As of June 30, 2026, 311 Arsenal Street and 421 Park Drive in our Greater Boston market were included in projects for which we were evaluating our business and financial strategy. During the three months ended September 30, 2026, we
reclassified the 339,020 RSF redevelopment project at 311 Arsenal Street to operating following the execution of leases aggregating 66,859 RSF, with additional leases aggregating 100,684 RSF under negotiation for advanced technology
use, which is expected to reduce future potential construction spending by approximately $220 million. We also entered into a purchase and sale agreement with an institutional user for the sale of 339,668 RSF at 421 Park Drive,
representing substantially all of our development project at this location. This portion of the project was classified as held for sale as of September 30, 2026. The transaction is anticipated to close in the fourth quarter of 2026 and is
expected to reduce future potential construction spending by approximately $136 million.
(5)We expect to provide total estimated costs and related yields for each project over the next several quarters.
(6)Represents dollar amount rounded to the nearest $10 million and includes preliminary estimated amounts for projects listed as TBD.
(7)Represents our share of investment based on our current ownership percentage upon completion of development or redevelopment projects, and will be adjusted as our ownership percentage increases at the Campus Point project.
79
New Class A/A+ development and redevelopment properties: summary of pipeline
80% of Our Total Development and Redevelopment Pipeline RSF
Is Within Our Megacampus Ecosystems
The following table summarizes the key information for all our development and redevelopment projects in North America as of September 30, 2026 (dollars in thousands):
Market
Property
Submarket
Our
Ownership
Interest
Book Value
Development and Redevelopment
Square Footage
Under
Construction
Future
Total(1)
Greater Boston
Megacampus: Alexandria Center® for Life Science – Waltham
Route 128
100%
$300,320
329,049
515,000
844,049
40 Sylvan Road and 35 Gatehouse Drive
Megacampus: 30, 200, and 3000 Minuteman Road
Other
100%
115,366
271,603
350,000
621,603
3000 Minuteman Road
Megacampus: 480 Arsenal Way, 446, 458, and 500 Arsenal Street, and 99
Coolidge Avenue
Cambridge/Inner Suburbs
100%
25,123
—
560,000
560,000
446, 458, and 500 Arsenal Street
Megacampus: Alexandria Center® at Kendall Square
Cambridge
100%
49,415
—
174,500
174,500
100 Edwin H. Land Boulevard
Megacampus: Alexandria Technology Square®
Cambridge
100%
9,176
—
100,000
100,000
10 Necco Street
Seaport Innovation District
100%
107,225
—
175,000
175,000
215 Presidential Way
Route 128
100%
6,816
—
112,000
112,000
Other development and redevelopment projects
100%
182,944
—
774,157
774,157
$796,385
600,652
2,760,657
3,361,309
Refer to “Megacampus” under “Definitions and reconciliations” in Item 2 for additional information.
(1)Represents total square footage upon completion of development or redevelopment of one or more new Class A/A+ properties. Square footage presented includes the RSF of buildings currently in operation at properties that also have
future development or redevelopment opportunities. Upon expiration of existing in-place leases, we intend to demolish or redevelop the existing property subject to market conditions and leasing. Refer to “Investments in real estate” under
“Definitions and reconciliations” in Item 2 for additional information, including development and redevelopment square feet currently included in rental properties.
80
New Class A/A+ development and redevelopment properties: summary of pipeline (continued)
Market
Property
Submarket
Our
Ownership
Interest
Book Value
Development and Redevelopment
Square Footage
Under
Construction
Future
Total(1)
San Diego
Megacampus: Campus Point by Alexandria
University Town Center
59.3%
(2)
$288,339
466,598
866,816
1,333,414
10010(3), 10140(3), and 10200 Campus Point Drive and 4165, 4224, and 4275(3)
Campus Point Court
11255 and 11355 North Torrey Pines Road
Torrey Pines
100%
168,945
—
215,000
215,000
Megacampus: One Alexandria Square
Torrey Pines
100%
71,391
—
125,280
125,280
10975 and 10995 Torreyana Road
Megacampus: 5200 Illumina Way
University Town Center
51.0%
17,939
—
451,832
451,832
9625 Towne Centre Drive
University Town Center
30.0%
859
—
100,000
100,000
Megacampus: Sequence District by Alexandria
Sorrento Mesa
100%
51,110
—
1,661,915
1,661,915
6290, 6310, 6340, 6350, and 6450 Sequence Drive
Megacampus: SD Tech by Alexandria
Sorrento Mesa
50.0%
144,675
—
493,845
493,845
9805 Scranton Road and 10065 Barnes Canyon Road
Other development and redevelopment projects
(4)
—
—
50,000
50,000
743,258
466,598
3,964,688
4,431,286
San Francisco Bay Area
Megacampus: Alexandria Center® for Science and Technology – Mission Bay
Mission Bay
25.0%
263,855
212,657
—
212,657
1450 Owens Street
Megacampus: Alexandria Center® for Advanced Technologies – South San
Francisco
South San Francisco
100%
59,954
50,377
90,000
140,377
211(4) and 269 East Grand Avenue
Megacampus: Alexandria Center® for Advanced Technologies – Tanforan
South San Francisco
100%
471,396
—
1,930,000
1,930,000
1122, 1150, and 1178 El Camino Real
Alexandria Center® for Life Science – Millbrae
South San Francisco
48.6%
164,771
—
348,401
348,401
201 and 231 Adrian Road and 30 Rollins Road
Megacampus: Alexandria Center® for Life Science – San Carlos
San Carlos
100%
510,128
—
1,497,830
1,497,830
960 Industrial Road, 987 and 1075 Commercial Street, and 888 Bransten Road
$1,470,104
263,034
3,866,231
4,129,265
Refer to “Megacampus” under “Definitions and reconciliations” in Item 2 for additional details.
(1)Represents total square footage upon completion of development or redevelopment of one or more new Class A/A+ properties. Square footage presented includes the RSF of buildings currently in operation at properties that also have
future development or redevelopment opportunities. Upon expiration of existing in-place leases, we intend to demolish or redevelop the existing property subject to market conditions and leasing. Refer to “Investments in real estate” under
“Definitions and reconciliations” in Item 2 for additional details, including development and redevelopment square feet currently included in rental properties.
(2)In October 2026, we completed a partial sale of our interest in this joint venture for $475.0 million, which reduced our interest to approximately 30%. We expect to fund the majority of future construction costs at the Megacampus, which is
expected to increase our ownership interest over time to over 50%. Refer to Note 4 – “Consolidated and unconsolidated real estate joint ventures” to our unaudited consolidated financial statements in Item 1 for additional details.
(3)We have a 100% interest in this property.
(4)Includes a property in which we own a partial interest through a real estate joint venture. Refer to Note 4 – “Consolidated and unconsolidated real estate joint ventures” to our unaudited consolidated financial statements in Item 1 for
additional details.
81
New Class A/A+ development and redevelopment properties: summary of pipeline (continued)
Market
Property
Submarket
Our
Ownership
Interest
Book Value
Development and Redevelopment
Square Footage
Under
Construction
Future
Total(1)
Seattle
Megacampus: Alexandria Center® for Advanced Technologies – South Lake
Union
Lake Union
(2)
$548,166
175,950
1,057,400
1,233,350
601 and 701 Dexter Avenue North and 800 Mercer Street
1010 4th Avenue South
SoDo
100%
64,353
—
544,825
544,825
410 West Harrison Street
Elliott Bay
100%
27,147
—
91,000
91,000
Megacampus: Alexandria Center® for Advanced Technologies – Canyon Park
Bothell
100%
20,823
—
230,000
230,000
21660 20th Avenue Southeast
Other development and redevelopment projects
100%
161,663
—
706,087
706,087
822,152
175,950
2,629,312
2,805,262
Maryland
Megacampus: Alexandria Center® for Life Science – Shady Grove
Rockville
100%
25,968
—
296,000
296,000
9830 Darnestown Road
25,968
—
296,000
296,000
Research Triangle
Megacampus: Alexandria Center® for Life Science – Durham
Research Triangle
100%
170,969
—
2,060,000
2,060,000
Megacampus: Alexandria Center® for Advanced Technologies and AgTech –
Research Triangle
Research Triangle
100%
118,275
—
1,170,000
1,170,000
4 and 12 Davis Drive
Megacampus: Alexandria Center® for Sustainable Technologies
Research Triangle
100%
57,656
—
750,000
750,000
120 TW Alexander Drive, 2752 East NC Highway 54, and 10 South Triangle
Drive
Other development and redevelopment projects
100%
1,647
—
25,000
25,000
348,547
—
4,005,000
4,005,000
New York City
Megacampus: Alexandria Center® for Life Science – New York City
New York City
100%
185,936
—
550,000
(3)
550,000
$185,936
—
550,000
550,000
Refer to “Megacampus” under “Definitions and reconciliations” in Item 2 for additional information.
(1)Represents total square footage upon completion of development or redevelopment of one or more new Class A/A+ properties. Square footage presented includes the RSF of buildings currently in operation at properties that also have
future development or redevelopment opportunities. Upon expiration of existing in-place leases, we intend to demolish or redevelop the existing property. Refer to “Investments in real estate” under “Definitions and reconciliations” for
additional details, including development and redevelopment square feet currently included in rental properties.
(2)We have a 100% interest in 601 and 701 Dexter Avenue North aggregating 364,350 RSF and a 60.0% interest in the future development project at 800 Mercer Street aggregating 869,000 RSF.
(3)In 2024, we filed a lawsuit against the New York City Health + Hospitals Corporation and the New York City Economic Development Corporation for fraud and breach of contract concerning our option to ground lease a land parcel to
develop a future world-class life science building within the Alexandria Center® for Life Science – New York City Megacampus. Refer to “Other” in Note 3 – “Investments in real estate” to our unaudited consolidated financial statements for
additional information.
82
New Class A/A+ development and redevelopment properties: summary of pipeline (continued)
Market
Property
Submarket
Our
Ownership
Interest
Book Value
Development and Redevelopment
Square Footage
Under
Construction
Future
Total(1)
Texas
Alexandria Center® for Advanced Technologies at The Woodlands
Greater Houston
100%
$45,351
66,350
116,405
182,755
8800 Technology Forest Place
1001 Trinity Street and 1020 Red River Street
Austin
100%
142,328
—
250,010
250,010
Other development and redevelopment projects
100%
—
—
—
—
187,679
66,350
366,415
432,765
Other development and redevelopment projects
100%
47,504
—
474,000
474,000
Total pipeline as of September 30, 2026, excluding properties held for sale
4,627,533
1,572,584
18,912,303
20,484,887
Properties held for sale
480,134
339,668
2,079,925
2,419,593
Total pipeline as of September 30, 2026
$5,107,667
(2)
1,912,252
20,992,228
22,904,480
Refer to “Megacampus” under “Definitions and reconciliations” in Item 2 for additional information.
(1)Total square footage includes 935,031 RSF of buildings currently in operation that we expect to demolish or redevelop and commence future construction subject to market conditions and leasing. Refer to “Investments in real estate” under
“Definitions and reconciliations” in Item 2 for additional details, including development and redevelopment square feet currently included in rental properties.
(2)Includes $1.04 billion of projects that are currently under construction.
83
Results of operations
Same properties
We supplement an evaluation of our results of operations with an evaluation of operating performance of certain of our
properties, referred to as “Same Properties.” For additional information on the determination of our Same Properties portfolio, refer to
“Same property comparisons” under “Definitions and reconciliations” in Item 2. The following table presents information regarding our
Same Properties for the three and nine months ended September 30, 2026:
September 30, 2026
Three Months Ended
Nine Months Ended
Percentage change in net operating income over comparable period from prior
year
(6.7)%
(1)
(9.2)%
(1)
Percentage change in net operating income (cash basis) over comparable
period from prior year
(2.8)%
(1)
(8.4)%
(1)
Operating margin
66%
66%
Number of Same Properties
288
284
RSF
32,250,516
31,629,122
Occupancy – current-period average
88.1%
88.6%
Occupancy – same-period prior-year average
91.7%
92.8%
(1)The decline was due to a decrease in same property occupancy, primarily driven by previously disclosed key lease expirations with expected downtime aggregating
282,878 RSF and 1.2 million RSF in the three and nine months ended September 30, 2026, respectively, with weighted-average lease expiration dates of August 2026
and April 2026, respectively.
The following table reconciles the number of Same Properties to total properties for the nine months ended
September 30, 2026:
Development and redevelopment – under construction
Properties
1450 Owens Street
1
701 Dexter Avenue North
1
10200 Campus Point Drive
1
40 Sylvan Road
1
269 East Grand Avenue
1
8800 Technology Forest Place
1
3000 Minuteman Road Building 4
1
7
Development and redevelopment – placed into service or reclassified into operating after January 1, 2025
230 Harriet Tubman Way
1
500 North Beacon Street and 4 Kingsbury Avenue
2
10935, 10945, and 10955 Alexandria Way
3
10075 Barnes Canyon Road
1
4135 Campus Point Court
1
99 Coolidge Avenue
1
50 and 60 Sylvan Road
2
311 Arsenal Street
1
3000 Minuteman Road Building 3
1
421 Park Drive
1
14
Acquisitions after January 1, 2025
Other
2
2
Unconsolidated real estate JVs
3
Properties held for sale
18
Total properties excluded from Same Properties
44
Same Properties
284
Total properties as of September 30, 2026
328
84
Comparison of results for the three months ended September 30, 2026 to the three months ended September 30, 2025
The following table presents a comparison of the components of net operating income for our Same Properties and Non-Same
Properties for the three months ended September 30, 2026, compared to the three months ended September 30, 2025 (dollars in
thousands). Refer to “Definitions and reconciliations” in Item 2 for definitions of “Tenant recoveries” and “Net operating income” and
their reconciliations from the most directly comparable financial measures presented in accordance with GAAP, income from rentals and
net income, respectively.
Three Months Ended September 30,
2026
2025
$ Change
% Change
Income from rentals:
Same Properties
$432,586
$454,624
$(22,038)
(4.8)%
Non-Same Properties
48,762
86,446
(37,684)
(43.6)
Rental revenues
481,348
541,070
(59,722)
(11.0)
Same Properties
167,825
175,145
(7,320)
(4.2)
Non-Same Properties
4,445
19,634
(15,189)
(77.4)
Tenant recoveries
172,270
194,779
(22,509)
(11.6)
Income from rentals
653,618
735,849
(82,231)
(11.2)
Same Properties
—
—
—
—
Non-Same Properties
17,564
16,095
1,469
9.1
Other income
17,564
16,095
1,469
9.1
Same Properties
600,411
629,769
(29,358)
(4.7)
Non-Same Properties
70,771
122,175
(51,404)
(42.1)
Total revenues
671,182
751,944
(80,762)
(10.7)
Same Properties
205,923
207,133
(1,210)
(0.6)
Non-Same Properties
22,008
32,101
(10,093)
(31.4)
Rental operations
227,931
239,234
(11,303)
(4.7)
Same Properties
394,488
422,636
(28,148)
(6.7)
Non-Same Properties
48,763
90,074
(41,311)
(45.9)
Net operating income
$443,251
$512,710
$(69,459)
(13.5)%
Net operating income – Same Properties
$394,488
$422,636
$(28,148)
(6.7)%
Straight-line rent revenue
480
(19,711)
20,191
(102.4)
Amortization of acquired below-market leases and deferred
revenue related to tenant-funded and -built landlord
improvements
(13,938)
(10,945)
(2,993)
27.3
Net operating income – Same Properties (cash basis)
$381,030
$391,980
$(10,950)
(2.8)%
85
Income from rentals
Total income from rentals for the three months ended September 30, 2026 decreased by $82.2 million, or 11.2%, to
$653.6 million, compared to $735.8 million for the three months ended September 30, 2025. The components of this change are
discussed below.
Rental revenues
Total rental revenues for the three months ended September 30, 2026 decreased by $59.7 million, or 11.0%, to $481.3 million,
compared to $541.1 million for the three months ended September 30, 2025. The decrease was primarily attributable to the factors
discussed below.
Same Properties’ rental revenues for the three months ended September 30, 2026 decreased by $22.0 million, or 4.8%, to
$432.6 million, compared to $454.6 million for the three months ended September 30, 2025. This decrease is primarily attributable to a
decrease in Same Properties’ average occupancy to 88.1% for the three months ended September 30, 2026 from 91.7% for the three
months ended September 30, 2025, and reflects the impact of previously disclosed key lease expirations aggregating 282,878 RSF and
1.2 million RSF in the three and nine months ended September 30, 2026, respectively, with weighted-average lease expiration dates of
August 2026 and April 2026, respectively.
Non-Same Properties’ rental revenues for the three months ended September 30, 2026 decreased by $37.7 million, or 43.6%,
to $48.8 million, compared to $86.4 million for the three months ended September 30, 2025, primarily due to the real estate dispositions
completed after July 1, 2025.
Tenant recoveries
Tenant recoveries for the three months ended September 30, 2026 decreased by $22.5 million, or 11.6%, to $172.3 million,
compared to $194.8 million for the three months ended September 30, 2025.
Same Properties’ tenant recoveries for the three months ended September 30, 2026 decreased by $7.3 million, or 4.2%, to
$167.8 million compared to $175.1 million for the three months ended September 30, 2025, primarily due to the decrease in Same
Property occupancy to 88.1% for the three months ended September 30, 2026, from 91.7% for the three months ended September 30,
2025, which reduced the proportion of expenses recoverable from tenants. As of September 30, 2026, 91% of our leases (on an annual
rental revenue basis) were triple net leases, which require tenants to pay substantially all real estate taxes, insurance, utilities, repairs
and maintenance, common area expenses, and other operating expenses (including increases thereto) in addition to base rent.
Non-Same Properties’ tenant recoveries for the three months ended September 30, 2026 decreased by $15.2 million, or
77.4%, to $4.4 million compared to $19.6 million for the three months ended September 30, 2025, primarily due to the dispositions of
real estate since July 1, 2025.
Rental operations
Total rental operating expenses for the three months ended September 30, 2026 decreased by $11.3 million, or 4.7%, to
$227.9 million, compared to $239.2 million for the three months ended September 30, 2025.
Same Properties’ rental operating expenses decreased by $1.2 million, or 0.6%, to $205.9 million during the three months
ended September 30, 2026, compared to $207.1 million for the three months ended September 30, 2025, primarily driven by a
decrease of $3.6 million in repairs and maintenance costs due to lower Same Properties’ average occupancy, partially offset by an
increase in property tax expense primarily resulting from the property tax rate increases in Boston and Cambridge in our Greater Boston
market.
Non-Same Properties’ rental operating expenses decreased by $10.1 million primarily due to real estate dispositions
completed since July 1, 2025.
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General and administrative expenses
General and administrative expenses for the three months ended September 30, 2026 increased by $11.7 million, or 40.0%, to
$40.9 million, compared to $29.2 million for the three months ended September 30, 2025. The increase primarily reflects the timing of
the restructuring of compensation plans and other cost-control and efficiency initiatives during the three months ended September 30,
2025.
Notwithstanding this increase compared to the three months ended September 30, 2025, general and administrative expenses
for the three months ended September 30, 2026 decreased by $3.0 million, or 6.9%, compared to $43.9 million for the three months
ended September 30, 2024. The decrease relative to 2024 reflects the continued benefit from cost-efficiency initiatives implemented in
prior years. The increase relative to 2025 primarily reflects the expected return of a portion of the cost reductions achieved in 2025 that
were temporary in nature, while approximately half of the cost reductions achieved in 2025 have continued into 2026 and are expected
to continue through the remainder of 2026. We continue to expect approximately $76 million of cumulative general and administrative
expense savings in 2025 and 2026 compared to 2024 based on the midpoint of our 2026 guidance range.
As a percentage of net operating income, our general and administrative expenses for the trailing twelve months ended
September 30, 2026 and 2025 were 7.5% and 5.7%, respectively.
Depreciation and amortization
Depreciation and amortization expense for the three months ended September 30, 2026 decreased by $35.8 million, or 10.5%,
to $304.4 million, compared to $340.2 million for the three months ended September 30, 2025. The decrease was primarily a result of
real estate dispositions since July 1, 2025.
Impairment of real estate
During the three months ended September 30, 2026, we recognized impairment charges aggregating $637.9 million, classified
in impairment of real estate in our consolidated statement of operations. For additional information, refer to “Sales of real estate assets
and impairment of real estate” in Note 3 – “Investments in real estate” to our unaudited consolidated financial statements in Item 1.
During the three months ended September 30, 2025, we recognized real estate impairment charges aggregating
$323.9 million, primarily related to three operating properties in our Greater Boston, Research Triangle, and New York City markets and
land parcels in our San Diego market that met the criteria for classification as held for sale.
Interest expense
Interest expense for the three months ended September 30, 2026 and 2025 consisted of the following (dollars in thousands):
Three Months Ended September 30,
Component
2026
2025
Change
Gross interest
$142,609
$140,943
$1,666
Capitalized interest
(62,922)
(86,091)
23,169
Interest expense
$79,687
$54,852
$24,835
Average debt balance outstanding(1)
$12,860,229
$13,512,336
$(652,107)
Weighted-average annual interest rate(2)
4.4%
4.2%
0.2%
(1)Represents the average debt balance outstanding during the respective periods.
(2)Represents annualized total interest incurred divided by the average debt balance outstanding during the respective periods.
87
The net change in interest expense during the three months ended September 30, 2026, compared to the three months ended
September 30, 2025, resulted from the following (dollars in thousands):
Component
Interest Rate(1)
Effective Date
Change
Increases in interest incurred due to:
Issuances of debt:
$750 million of unsecured senior notes payable due 2036
5.41%
February 2026
$9,892
$1.0 billion of unsecured junior subordinated notes payable due 2057
7.37%
August 2026
8,056
Higher average outstanding balances under commercial paper program and/or
unsecured senior line of credit
2,803
Total increases
20,751
Decreases in interest incurred due to:
Repayments of debt:
$300 million of unsecured senior notes payable due 2026
4.50%
January 2026
(3,260)
$350 million of unsecured senior notes payable due 2026
3.96%
April 2026
(3,341)
Secured notes payable
7.18%
August 2025
(928)
Partial repurchases of debt:
Repaid $525 million of $1.0 billion of unsecured senior notes payable due 2052
3.70%
February 2026
(4,667)
Repaid $498 million of $850 million of unsecured senior notes payable due 2051
3.16%
February 2026
(3,744)
Repaid $309 million of $700 million of unsecured senior notes payable due 2050
3.95%
February 2026
(3,050)
Other decrease in interest
(95)
Total decreases
(19,085)
Change in gross interest
1,666
Decrease in capitalized interest
23,169
Total change in interest expense
$24,835
(1)Represents the weighted-average interest rate as of the end of the applicable period, including amortization of loan fees, amortization of debt premiums (discounts), and
other bank fees.
Investment income
During the three months ended September 30, 2026, we recognized investment income aggregating $24.0 million, which
consisted of $16.0 million of realized gains, $21.6 million of unrealized gains, and $13.6 million of impairment charges.
During the three months ended September 30, 2025, we recognized investment income aggregating $28.2 million, which
consisted of $34.8 million of realized gains, $18.5 million of unrealized gains, and $25.1 million of impairment charges.
For more information about our investments, refer to Note 7 – “Investments” and “Investments” in Note 2 – “Summary of
significant accounting policies” to our unaudited consolidated financial statements in Item 1.
Loss on early extinguishment of debt
During the three months ended September 30, 2026, we recognized a loss on early extinguishment of debt aggregating $3.3
million related to the partial write-off of unamortized loan fees in connection with the amendment and restatement of our unsecured
senior line of credit.
Gain on sales of real estate
During the three months ended September 30, 2026, no gain on sales of real estate was recognized. During the three months
ended September 30, 2025, we recognized a $9.4 million gain related to the disposition of our controlling interest in a consolidated joint
venture that owns Pacific Technology Park in our Sorrento Mesa submarket. The gain was classified in gain on sales of real estate
within our consolidated statement of operations for the three months ended September 30, 2025.
Other comprehensive loss
Total other comprehensive loss for the three months ended September 30, 2026 aggregating $664 thousand primarily related
to foreign currency translation losses related to our operations in Canada, resulting from the weakening of the Canadian dollar relative
to the U.S. dollar during this period. Refer to Note 11 – “Hedge Agreements” to our unaudited consolidated financial statements in Item
1 for additional information.
Total other comprehensive loss of $4.8 million for the three months ended September 30, 2025 was primarily due to unrealized
foreign currency translation loss of $7.8 million related to our operations in Canada, partially offset by $3.0 million of unrealized gains
related to the change in the fair value of our cross-currency swap agreements, resulting from the CAD’s weakening since the execution
of these agreements on July 29, 2025 through September 30, 2025.
88
Comparison of results for the nine months ended September 30, 2026 to the nine months ended September 30, 2025
The following table presents a comparison of the components of net operating income for our Same Properties and Non-Same
Properties for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025 (dollars in
thousands). Refer to “Definitions and reconciliations” in Item 2 for definitions of “Tenant recoveries” and “Net operating income” and
their reconciliations from the most directly comparable financial measures presented in accordance with GAAP, income from rentals and
net income, respectively.
Nine Months Ended September 30,
2026
2025
$ Change
% Change
Income from rentals:
Same Properties
$1,268,273
$1,361,022
$(92,749)
(6.8)%
Non-Same Properties
174,450
285,537
(111,087)
(38.9)
Rental revenues
1,442,723
1,646,559
(203,836)
(12.4)
Same Properties
478,425
498,454
(20,029)
(4.0)
Non-Same Properties
28,693
71,290
(42,597)
(59.8)
Tenant recoveries
507,118
569,744
(62,626)
(11.0)
Income from rentals
1,949,841
2,216,303
(266,462)
(12.0)
Same Properties
—
—
—
—
Non-Same Properties
55,147
55,839
(692)
(1.2)
Other income
55,147
55,839
(692)
(1.2)
Same Properties
1,746,698
1,859,476
(112,778)
(6.1)
Non-Same Properties
258,290
412,666
(154,376)
(37.4)
Total revenues
2,004,988
2,272,142
(267,154)
(11.8)
Same Properties
600,620
597,930
2,690
0.4
Non-Same Properties
58,789
92,132
(33,343)
(36.2)
Rental operations
659,409
690,062
(30,653)
(4.4)
Same Properties
1,146,078
1,261,546
(115,468)
(9.2)
Non-Same Properties
199,501
320,534
(121,033)
(37.8)
Net operating income
$1,345,579
$1,582,080
$(236,501)
(14.9)%
Net operating income – Same Properties
$1,146,078
$1,261,546
$(115,468)
(9.2)%
Straight-line rent revenue
(16,915)
(35,696)
18,781
(52.6)
Amortization of acquired below-market leases and deferred
revenue related to tenant-funded and -built landlord
improvements
(36,925)
(32,826)
(4,099)
12.5
Net operating income – Same Properties (cash basis)
$1,092,238
$1,193,024
$(100,786)
(8.4)%
89
Income from rentals
Total income from rentals for the nine months ended September 30, 2026 decreased by $266.5 million, or 12.0%, to
$1.95 billion, compared to $2.22 billion for the nine months ended September 30, 2025, due to a decrease in rental revenues, as
discussed below.
Rental revenues
Total rental revenues for the nine months ended September 30, 2026 decreased by $203.8 million, or 12.4%, to $1.44 billion,
compared to $1.65 billion for the nine months ended September 30, 2025. The decrease was primarily attributable to the factors
discussed below.
Same Properties’ rental revenues for the nine months ended September 30, 2026 decreased by $92.7 million, or 6.8%, to
$1.27 billion, compared to $1.36 billion for the nine months ended September 30, 2025. This decrease primarily reflects a decrease in
Same Properties’ average occupancy to 88.6% for the nine months ended September 30, 2026 from 92.8% for the nine months ended
September 30, 2025, primarily driven by previously disclosed key lease expirations aggregating 282,878 RSF and 1.2 million RSF in the
three and nine months ended September 30, 2026, respectively, with weighted-average lease expiration dates of August 2026 and April
2026, respectively.
Non-Same Properties’ rental revenues for the nine months ended September 30, 2026 decreased by $111.1 million, or 38.9%,
to $174.5 million, compared to $285.5 million for the nine months ended September 30, 2025, primarily due to the dispositions of real
estate since January 1, 2025.
Tenant recoveries
Tenant recoveries for the nine months ended September 30, 2026 decreased by $62.6 million, or 11.0%, to $507.1 million,
compared to $569.7 million for the nine months ended September 30, 2025.
Same Properties’ tenant recoveries for the nine months ended September 30, 2026 decreased by $20.0 million, or 4.0%, to
$478.4 million, compared to $498.5 million for the nine months ended September 30, 2025. The decrease described above in Same
Properties’ tenant recoveries resulted from a decrease in Same Properties’ average occupancy. As of September 30, 2026, 91% of our
leases (on an annual rental revenue basis) were triple net leases, which require tenants to pay substantially all real estate taxes,
insurance, utilities, repairs and maintenance, common area expenses, and other operating expenses (including increases thereto) in
addition to base rent.
Non-Same Properties’ tenant recoveries for the nine months ended September 30, 2026 decreased by $42.6 million, or 59.8%,
to $28.7 million, compared to $71.3 million for the nine months ended September 30, 2025, primarily due to the dispositions of real
estate since January 1, 2025.
Rental operations
Total rental operating expenses for the nine months ended September 30, 2026 decreased by $30.7 million, or 4.4%, to
$659.4 million, compared to $690.1 million for the nine months ended September 30, 2025. Non-Same Properties’ rental operating
expenses decreased by $33.3 million primarily as a result of dispositions of real estate assets since January 1, 2025.
Same Properties’ rental operating expenses increased by $2.7 million, or 0.4%, to $600.6 million during the nine months ended
September 30, 2026, compared to $597.9 million for the nine months ended September 30, 2025, primarily attributable to an increase
of $9.8 million in property tax expense resulting from the property tax rate increases in Boston and Cambridge in our Greater Boston
market. The increase was offset primarily by a decrease of $7.3 million in repairs and maintenance costs resulting from the lower Same
Properties’ average occupancy.
General and administrative expenses
General and administrative expenses for the nine months ended September 30, 2026 increased by $23.4 million, or 26.3%, to
$112.5 million, compared to $89.0 million for the nine months ended September 30, 2025. The increase primarily reflects the timing of
the restructuring of compensation plans and other cost-control and efficiency initiatives during the nine months ended September 30,
2025.
Notwithstanding this increase compared to the nine months ended September 30, 2025, general and administrative expenses
for the nine months ended September 30, 2026 decreased by $23.2 million, or 17%, compared to $135.6 million for the nine months
ended September 30, 2024. The decrease relative to 2024 reflects the continued benefit from cost-efficiency initiatives implemented in
prior years. The increase relative to 2025 primarily reflects the expected return of a portion of the cost reductions achieved in 2025 that
were temporary in nature, while approximately half of the cost reductions achieved in 2025 have continued into 2026 and are expected
to continue through the remainder of 2026. We continue to expect approximately $76 million of cumulative general and administrative
expense savings in 2025 and 2026 compared to 2024 based on the midpoint of our 2026 guidance range.
90
As a percentage of net operating income, our general and administrative expenses for the trailing twelve months ended
September 30, 2026 and 2025 were 7.5% and 5.7%, respectively.
Depreciation and amortization
Depreciation and amortization expense for the nine months ended September 30, 2026 decreased by $114.2 million, or 11.1%,
to $914.2 million, compared to $1.03 billion for the nine months ended September 30, 2025. The decrease was primarily a result of real
estate dispositions since January 1, 2025.
Impairment of real estate
During the nine months ended September 30, 2026, we recognized impairment charges aggregating $865.9 million, classified
in impairment of real estate in our consolidated statement of operations. For additional information, refer to “Sales of real estate assets
and impairment of real estate” in Note 3 – “Investments in real estate” to our unaudited consolidated financial statements in Item 1.
During the nine months ended September 30, 2025, we recognized real estate impairment charges aggregating $485.6 million,
which primarily related to (i) a ground lease entered into in 2021 for a future development site in our San Francisco Bay Area market, (ii)
three operating properties in our San Diego market and land parcels in our non-cluster market that met the criteria for classification as
held for sale, and (iii) three operating properties in our Greater Boston, Research Triangle, and New York City markets and land parcels
in our San Diego market that met the criteria for classification as held for sale.
Interest expense
Interest expense for the nine months ended September 30, 2026 and 2025 consisted of the following (dollars in thousands):
Nine Months Ended September 30,
Component
2026
2025
Change
Gross interest
$415,225
$409,603
$5,622
Capitalized interest
(206,612)
(248,579)
41,967
Interest expense
$208,613
$161,024
$47,589
Average debt balance outstanding(1)
$12,947,130
$13,200,441
$(253,311)
Weighted-average annual interest rate(2)
4.3%
4.1%
0.2%
(1)Represents the average debt balance outstanding during the respective periods.
(2)Represents annualized total interest incurred divided by the average debt balance outstanding during the respective periods.
91
The net change in interest expense during the nine months ended September 30, 2026, compared to the nine months ended
September 30, 2025, resulted from the following (dollars in thousands):
Component
Interest
Rate(1)
Effective Date
Change
Increases in interest incurred due to:
Issuances of debt:
$750 million of unsecured senior notes payable due 2036
5.41%
February 2026
$23,740
$550 million of unsecured senior notes payable due 2035
5.66%
February 2025
3,545
$1.0 billion of unsecured junior subordinated notes payable due 2057
7.37%
August 2026
8,056
Higher average outstanding balances under commercial paper program and/or
unsecured senior line of credit
28,549
Total increases
63,890
Decreases in interest incurred due to:
Repayments of debt:
$300 million of unsecured senior notes payable due 2026
4.50%
January 2026
(9,267)
$350 million of unsecured senior notes payable due 2026
3.96%
April 2026
(6,156)
$600 million of unsecured senior notes payable due 2025
3.62%
April 2025
(6,905)
Secured notes payable
7.18%
August 2025
(6,294)
Partial repurchases of debt:
Repaid $525 million of $1.0 billion of unsecured senior notes payable due 2052
3.70%
February 2026
(11,871)
Repaid $498 million of $850 million of unsecured senior notes payable due 2051
3.16%
February 2026
(9,522)
Repaid $309 million of $700 million of unsecured senior notes payable due 2050
3.95%
February 2026
(7,779)
Other decrease in interest
(474)
Total decreases
(58,268)
Change in gross interest
5,622
Decrease in capitalized interest
41,967
Total change in interest expense
$47,589
(1)Represents the weighted-average interest rate as of the end of the applicable period, including amortization of loan fees, amortization of debt premiums (discounts), and
other bank fees.
Investment income (losses)
During the nine months ended September 30, 2026, we recognized investment income aggregating $152.6 million, which
consisted of $44.5 million of realized gains, $143.2 million of unrealized gains, and $35.0 million of impairment charges.
During the nine months ended September 30, 2025, we recognized investment losses aggregating $52.5 million, which
consisted of $94.7 million of realized gains, $71.6 million of unrealized losses, and $75.5 million of impairment charges.
For additional information about our investments, refer to Note 7 – “Investments” to our unaudited consolidated financial
statements in Item 1. For our impairment accounting policy, refer to “Investments” in Note 2 – “Summary of significant accounting
policies” to our unaudited consolidated financial statements in Item 1.
Gain on early extinguishment of debt
During the nine months ended September 30, 2026, we recognized a gain on early extinguishment of debt aggregating $363.1
million, net of the write-off of unamortized debt issuance costs and other transaction-related costs, primarily related to the completion of
the February 2026 tender offers to repurchase $1.33 billion of debt principal across a portion of our outstanding 4.00% Senior Notes
due 2050, 3.00% Senior Notes due 2051, and 3.55% Senior Notes due 2052 for $952.2 million. The gain was partially offset by a loss
on early extinguishment of debt aggregating $3.3 million related to the partial write-off of unamortized loan fees in connection with the
amendment and restatement of our unsecured senior line of credit during the three months ended September 30, 2026.
92
Gain on sales of real estate
During the nine months ended September 30, 2026, no gain on sales of real estate was recognized. During the nine months
ended September 30, 2025, we recognized $22.5 million of gains classified in gain on sales of real estate within our consolidated
statement of operations. These gains included $12.7 million recognized during the three months ended March 31, 2025, in connection
with one sales-type lease for an operating property in our Seattle market, and $9.3 million recognized upon the disposition of our
controlling interest in a consolidated joint venture that owns Pacific Technology Park in our Sorrento Mesa submarket. The gains were
classified in gain on sales of real estate within our consolidated statement of operations for the nine months ended September 30,
2025.
Other comprehensive loss
Other comprehensive loss for the nine months ended September 30, 2026 aggregating $4.3 million includes $12.3 million of
foreign currency translation losses related to our operations in Canada, resulting from the weakening of the Canadian dollar relative to
the U.S. dollar during this period, partially offset by $8.0 million of unrealized gains related to the change in the fair value of our cross-
currency swap agreements. Refer to Note 11 – “Hedge Agreements” to our unaudited consolidated financial statements in Item 1 for
additional information.
Total other comprehensive income of $14.0 million for the nine months ended September 30, 2025 was primarily due to
unrealized foreign currency translation income of $11.1 million related to our operations in Canada and $3.0 million of unrealized gains
related to the change in the fair value of our cross-currency swap agreements, resulting from the CAD’s weakening since the execution
of these agreements on July 29, 2025 through September 30, 2025.
93
Construction spending
Our construction spending for the nine months ended September 30, 2026 and projected spending for the year ending
December 31, 2026 consisted of the following (in thousands):
Nine Months Ended
September 30,
2026
Projected Midpoint for
Year Ending
December 31, 2026
Construction of Class A/A+ properties:
Active construction projects
Development and redevelopment under construction(1)
$
1,039,228
$
1,555,000
Future pipeline pre-construction
Primarily Megacampus expansion pre-construction work (entitlement,
design, and site work)
140,645
210,000
(2)
Revenue- and non-revenue-enhancing capital expenditures(3)
430,365
510,000
(4)
Construction spending (before contributions from noncontrolling interests or
tenants)
1,610,238
2,275,000
Contributions from noncontrolling interests (consolidated real estate joint
ventures)
(50,727)
(100,000)
(5)
Tenant-funded and -built landlord improvements
(405,733)
(425,000)
Total construction spending
$
1,153,778
$
1,750,000
2026 guidance range for construction spending
$1,500,000 – $2,000,000
(1)Includes smaller conversions to laboratory space through redevelopment.
(2)Approximately 74% represents capitalized costs.
(3)Represents revenue- and non-revenue-enhancing capital expenditures before contributions from noncontrolling interests and tenant-funded and tenant-built landlord
improvements.
(4)The top two revenue- and non-revenue-enhancing capital expenditure projects in 2026 represent approximately 53% of the total spending within this category. The first
project relates to a property located at the Alexandria Center® for Advanced Technologies – South San Francisco Megacampus in our South San Francisco submarket,
which is leased to a new tenant and is undergoing its first major renovation in 12 years. The second project relates to two properties at the Alexandria Technology
Square® Megacampus in our Cambridge submarket, which are undergoing their first major renovation in 16 years.
(5)Represents contractual capital commitments from existing real estate joint venture partners to fund construction.
Projected capital contributions from partners in consolidated real estate joint ventures to fund construction
The following table summarizes projected capital contributions from partners in our existing consolidated joint ventures to fund
construction through 2027 and beyond (in thousands):
Projected timing
Amount(1)
Fourth quarter of 2026
$49,000
2027 and beyond
56,000
Total
$105,000
(1)Amounts represent reductions to our consolidated construction spending. 
94
Capitalization of interest
Our construction spending includes capitalized interest. The table below provides key categories of interest capitalized during
the three months ended September 30, 2026 (in thousands):
Key Categories of Average Real Estate Basis Qualifying for Capitalization
Three Months Ended
September 30, 2026
Total(1)
$5,866,853
Projects delivered in 3Q26 or other projects no longer requiring capitalization of interest
as of the end of 3Q26(2)
(1,402,235)
Projects continuing to qualify for capitalization of interest as of the end of 3Q26
$4,464,618
Components of average real estate basis of projects continuing to require capitalization of interest
as of the end of 3Q26
Class A/A+ development and redevelopment projects under construction and repositioning projects:
2027–2028 stabilization
$384,632
Repositioning and smaller redevelopment projects(3)
1,735,127
2,119,759
Land/future development projects with pre-construction milestones through 2028(4)
2,344,859
Average real estate basis of projects continuing to qualify for capitalization of interest
as of the end of 3Q26
$4,464,618
4Q26 projected range for average real estate capitalization basis
$3,400,000 – $4,900,000
(1)In addition to capitalized interest, we incur other capitalized project costs, including property taxes, insurance, and other costs directly related and essential to the
construction of Class A/A+ properties. If we cease activities necessary to prepare a project for its intended use, related costs are expensed as incurred. Annualized
capitalized operating expenses represent approximately 2% of the total average real estate basis subject to capitalization for the three months ended September 30,
2026.
(2)Primarily includes projects at 421 Park Drive on the Alexandria Center® for Life Science – Fenway Megacampus and Alexandria Stanford Life Science District, both of
which were classified as held for sale as of September 30, 2026, as well as a delivered project at Alexandria Center® for Life Science – Waltham Megacampus during the
three months ended September 30, 2026.
(3)Primarily consists of projects related to our operating assets that generally have shorter periods for which capitalization of interest is required, including executed leases
aggregating 1.3 million RSF as of September 30, 2026, with future occupancy expected after completion of building and/or tenant improvements by June 2027 on a
weighted-average basis. The balance also includes redevelopment projects for which we are evaluating business and financial strategy.
(4)Includes future pipeline projects expected to reach pre-construction milestones, including various phases of entitlement, design, site work, and other activities necessary
to begin aboveground vertical construction, with a weighted-average key construction milestone by 1H28. As projects progress, we will evaluate whether to proceed with
additional pre-construction and/or construction activities based on leasing demand and/or market conditions, pause future investments, or consider potential disposition.
These projects include, among others, future Megacampus development projects at (i) Alexandria Center® for Advanced Technologies – Tanforan, (ii) Alexandria Center®
for Life Science – San Carlos, where we have a letter of intent for approximately 235,600 RSF related to existing industrial buildings that were originally expected to be
demolished to allow for future development, (iii) Alexandria Center® for Life Science – New York City, and (iv) Campus Point by Alexandria, which represent
approximately 52% of the total real estate basis that continues to qualify for capitalization in this category as of September 30, 2026.
95
Projected results
Our 2026 guidance includes forward-looking non-GAAP financial measures, such as funds from operations as adjusted, net debt and preferred stock to Adjusted EBITDA –
fourth quarter 2026 annualized, fixed-charge coverage ratio – fourth quarter 2026 annualized, and net cash provided by operating activities, as adjusted, that differ from measures
calculated in accordance with GAAP. These non-GAAP measures are in addition to, and not a substitute for or superior to, financial measures prepared in accordance with GAAP
and should be considered in conjunction with our GAAP financial measures. We are unable to provide corresponding forward-looking GAAP measures or reconciliations to these
non-GAAP measures without unreasonable effort. This is due to the inherent difficulty of forecasting items that depend on market conditions outside of our control, including the
timing of dispositions, capital events, and financing decisions, as well as quarterly and annual components such as gain on sales of real estate, impairments of real estate and non-
real estate investments, and unrealized gains or losses on non-real estate investments. Our attempt to predict these amounts may produce significant but inaccurate estimates,
which would be potentially misleading for our investors. Refer to “Definitions and reconciliations” in Item 2 for additional details about these non-GAAP measures.
Projected 2026 Funds From Operations per Share Attributable to Alexandria’s Common Stockholders –
Diluted
As of 10/26/26
As of 8/3/26
Key Changes
Funds from operations per share, as adjusted(1)
$6.38 to $6.42
$6.35 to $6.45
No change to the midpoint,
range narrowed by 6 cents
Midpoint
$6.40
$6.40
Key Credit Metrics Targets
As of 10/26/26
As of 8/3/26
Key Changes
Net debt and preferred stock to Adjusted EBITDA – fourth quarter of 2026 annualized
5.6x to 6.2x
5.6x to 6.2x
No Change
Fixed-charge coverage ratio – fourth quarter of 2026 annualized
3.4x to 3.9x
3.6x to 4.1x
0.2x reduction(2)
We expect that our principal liquidity needs for the year ending December 31, 2026 will be satisfied by the following multiple sources of capital, as shown in the table below.
There can be no assurance that our sources and uses of capital will not be materially higher or lower than these expectations.
Key Sources and Uses of Capital
(In millions)
As of 10/26/26
Certain
Completed Items
As of 8/3/26
Midpoint
Range
Midpoint
Sources of capital:
Net cash provided by operating activities, as adjusted
475
575
525
525
Dispositions and sales of partial interests
1,100
2,700
1,900
(3)
2,900
Total sources of capital
$1,575
$3,275
$2,425
$3,425
Uses of capital:
Construction(4)
$1,500
$2,000
$1,750
$1,750
Reduction in unsecured debt
75
1,275
$675
See below
$1,675
Total uses of capital
$1,575
$3,275
$2,425
$3,425
Reduction in unsecured debt (included above):
Repayment of unsecured senior notes payable with 2026 maturities
$650
$650
$650
$650
650
Tender offers for partial principal repayments of unsecured senior notes payable
952
952
952
$952
952
Issuance of unsecured senior notes payable
(750)
(750)
(750)
$(750)
(750)
Issuance of junior subordinated notes payable(3)
(1,000)
(1,000)
(1,000)
$(1,000)
—
Unsecured senior line of credit, commercial paper, and other
223
1,423
823
823
Reduction in unsecured debt
$75
$1,275
$675
$1,675
(1)Refer to “Funds from operations and funds from operations, as adjusted, attributable to Alexandria Real Estate Equities, Inc.’s common stockholders” under “Definitions and reconciliations” in Item 2 for additional details.
(2)Reduction primarily reflects the $1.00 billion issuance of 7.250% Series A fixed-to-fixed reset rate junior subordinated notes due 2057, as further discussed in footnote 3 below.
(3)In August 2026, we issued $1.00 billion of 7.250% Series A fixed-to-fixed reset rate junior subordinated notes due 2057, allowing us to reduce the midpoint of our 2026 dispositions and sales of partial interests guidance by $1.0
billion. The proceeds from this issuance support our capital structure and deleveraging objectives, and the notes receive 50% equity treatment from key rating agencies for the computation of key credit metrics. We do not
anticipate the issuance of any common equity during 2026. As of October 26, 2026, completed dispositions and sales of partial interests aggregated $716.8 million, our share of pending dispositions and sales of partial interests
subject to non-refundable deposits aggregated $355.4 million and signed letters of intent and/or purchase and sale agreement late-stage negotiations aggregated $1.55 billion. These transactions aggregate approximately $2.62
billion, exceeding the $1.90 billion midpoint of our 2026 guidance and potentially providing advanced funding of our 2027 capital needs, whereby certain dispositions and sales of partial interests may be completed in 2026 with
proceeds deferred or available to be drawn in 2027, subject to timing and market conditions.
(4)We continue to apply a disciplined approach to reduce construction spending for 2027 and seek to prioritize leased projects with high incremental returns. We expect 2027 construction spending to primarily focus on: (i) revenue-
and non-revenue-enhancing capital expenditures, which are expected to represent the majority of spend, approximately half of which is associated with space that is already leased or under lease negotiations, in order to
support the leasing of vacant space and renewals and re-leasing of space at our operating properties and (ii) construction spending required to complete our development and redevelopment projects that are expected to
stabilize through 2028 and are 77% leased/negotiating.
96
The key assumptions behind the sources and uses of capital in the table on the previous page include favorable real estate transaction and capital market environments,
performance of our core operating properties, lease-up and delivery of current and future development and redevelopment projects, and leasing activity. Our expected sources and
uses of capital are subject to a number of variables and uncertainties, including those discussed as “Forward-looking statements” under Part I, “Item 1A. Risk factors”; and Part II,
“Item 7. Management’s discussion and analysis of financial condition and results of operations” in our annual report on Form 10-K for the year ended December 31, 2025; as well as
under “Trends that may affect our future results” in Part I, “Item 2.  Management’s discussion and analysis of financial condition and results of operations” of this quarterly report on
Form 10-Q. To the extent our full-year earnings guidance is updated during the year, we will provide additional disclosure supporting reasons for any significant changes to such
guidance.
Key Assumptions
(Dollars in millions)
As of 10/26/26
As of 8/3/26
Key Changes
to Midpoint
Low
High
Low
High
Occupancy of operating properties as of December 31, 2026
86.2%
87.8%
86.2%
87.8%
No Change
Same property performance:
Net operating income changes
(10.5)%
(8.5)%
(10.5)%
(8.5)%
Net operating income changes (cash basis)
(10.5)%
(8.5)%
(10.5)%
(8.5)%
Lease renewals and re-leasing of space:
Rental rate changes
(9.0)%
(1.0)%
(9.0)%
(1.0)%
Rental rate changes (cash basis)
(15.0)%
(7.0)%
(15.0)%
(7.0)%
Straight-line rent revenue
$40
$70
$45
$75
$5 million reduction(1)
General and administrative expenses
$134
$154
$134
$154
No Change
Capitalization of interest
$220
$260
$220
$260
Interest expense
$260
$300
$260
$300
No Change(2)
Realized gains on non-real estate investments(3)
$50
$80
$60
$90
$10 million reduction(3)
(1)Reduction driven primarily by write-offs and reserves of deferred rent related to tenant wind-downs. Our 2026 guidance assumes a $30 million to $35 million reduction in funds from operations related to potential tenant wind-
downs, of which approximately $30 million was recognized during the nine months ended September 30, 2026, including approximately $16 million recognized during the three months ended September 30, 2026.
(2)We expect 2026 interest expense  to be near the high-end of the range, reflecting, in part, interest expense associated with the $1.0 billion issuance of junior subordinated notes in August 2026.
(3)Represents realized gains and losses included in funds from operations per share – diluted, as adjusted. Excludes unrealized gains and losses and significant gains and impairments realized on non-real estate investments, if
any. The midpoint of our revised guidance range for 2026 realized gains on non-real estate investments was reduced by $10 million, primarily due to certain transactions previously expected to close in 2026 that are now
expected to close in 2027. Refer to “Investments” in Item 2 for additional details.
97
Summary of key items that may impact 2026 and 2027 results
1)Potential tenant wind-downs
•Our 2026 guidance includes a $30 million to $35 million reduction in funds from operations for potential tenant wind-downs, of which approximately $30 million was recognized
during the nine months ended September 30, 2026, including approximately $16 million recognized during the three months ended September 30, 2026.
•Based upon current market conditions, we preliminarily estimate at least a similar level of reduction in funds from operations may be necessary in 2027.
•Depending on the timing and magnitude of the specific tenant wind-downs, we anticipate that 2027 occupancy may also be negatively impacted.
2)Development-related other income
•During the nine months ended September 30, 2026, we recognized development fees and other related revenues of approximately $8.0 million, or $11 million annualized, most
of which are expected to cease by the end of 2026 as we complete the respective projects.
3)Development and redevelopment projects under business and financial strategy evaluation
•We have three redevelopment projects for which the business and financial strategies continue to be evaluated, including whether to continue construction of laboratory
improvements, pause construction, pursue lower-investment construction alternatives (including a pivot to advanced technology use), or pursue a disposition. Refer to “New
Class A/A+ development and redevelopment properties: under construction” in Item 2 for additional details.
•If we elect to continue to pursue construction of laboratory improvements for these projects, the earliest deliveries of these projects are in 2028.
•If we elect to pursue lower-investment construction alternatives (including a pivot to advanced technology use), we expect these projects would have lower rental rates and
stabilized yields compared to our initial underwriting. The incremental capital required for alternative-use construction and corresponding rental rates earned are generally
lower than those associated with laboratory improvements.
•During the three months ended September 30, 2026, we have executed leases for 66,859 RSF and have additional leases under negotiation for 100,684 RSF for advanced
technology use at our project at 311 Arsenal Street in The Arsenal on the Charles Megacampus. This activity enables us to pivot the redevelopment project to a lower-cost
alternative use at lower rental rates and stabilized yields than our initial underwriting. Therefore, we placed this project, aggregating 339,020 RSF, into operation during the
three months ended September 30, 2026 and included it in our operating occupancy as of September 30, 2026. Refer to “Leasing activity” in Item 2 for additional details.
•In addition, we entered into a purchase and sale agreement with an institutional user for the sale of our development project at 421 Park Drive on the Alexandria Center® for
Life Science – Fenway Megacampus aggregating 339,668 RSF. The disposition is expected to close during the three months ended December 31, 2026, resulting in
significant sales proceeds and reducing future construction spending by approximately $136 million.
4)Capitalization of interest
•Our average real estate basis capitalized during the three months ended September 30, 2026 was $5.87 billion. As of September 30, 2026, real estate basis that continued to
qualify for capitalization declined to $4.46 billion, primarily driven by the cessation of capitalization on our projects at 421 Park Drive on the Alexandria Center® for Life Science –
Fenway Megacampus and Alexandria Stanford Life Science District, both of which were classified as held for sale as of September 30, 2026, as well as a delivered project at
Alexandria Center® for Life Science – Waltham Megacampus during the three months ended September 30, 2026. During the three months ended December 31, 2026, we
expect average real estate basis capitalized to range from $3.4 billion to $4.9 billion . Refer to “Capitalization of interest” in Item 2 for additional details.
•At each milestone date, we evaluate, on an asset-by-asset basis, whether to (i) proceed with additional pre-construction and/or construction activities based on leasing demand
and/or market conditions, (ii) pause future investments, or (iii) consider potential dispositions or sales of partial interests of these real estate assets. If we cease the activities
necessary to prepare a project for its intended use, costs related to such project, including interest, payroll, property taxes, insurance, and other costs directly related and
essential to the construction of Class A/A+ properties, are expensed as incurred. During the three months ended September 30, 2026, annualized capitalized operating
expenses represented approximately 2% of the total average real estate basis subject to capitalization.
5)2027 Key lease expirations
2027 Key Lease Expirations
RSF
Annual Rental
Revenue
Weighted-Average
Expiration Date
Weighted-Average
Downtime
1,377,960
$100.5 million
March 2027
9 to 24 months
•We estimate 1.4 million RSF of leases expiring in 2027, with approximately $100.5 million of annual
rental revenue, will have downtime after lease expiration. These 2027 expirations have a weighted-
average contractual lease expiration date in March 2027 and an expected weighted-average downtime
ranging from 9 to 24 months. Refer to “Contractual lease expirations” in Item 2 for additional details.
98
Summary of key items that may impact 2027 and 2028 results
The following key considerations for 2027 and 2028 reflect our preliminary expectations based on current market conditions.  These expectations could change materially and
are subject to a variety of factors, including industry, governmental, geopolitical, and macroeconomic conditions, including changes in interest rates, as well as other factors described in
our SEC filings, including our most recent annual report on Form 10-K and any subsequent quarterly reports on Form 10-Q.
1)Operating occupancy
•For the year ending December 31, 2027, we expect average operating occupancy to temporarily decline relative to our projected operating occupancy as of December 31, 2026,
primarily due to expected downtime associated with the 1.4 million RSF 2027 key lease expirations disclosed in “Contractual lease expirations” in Item 2, as well as the potential
for tenant wind-downs. 
•For the year ending December 31, 2028, we expect average operating occupancy to improve relative to projected average operating occupancy for the year ending December
31, 2027, driven by the lease-up of temporary vacancy partially offset by approximately 718 thousand RSF of 2028 key lease expirations with expected downtime as disclosed in
“Contractual lease expirations” in Item 2.
2)Same property performance
•For the year ending December 31, 2027, we expect same property net operating income performance to improve compared with the midpoint of our guidance range for 2026 but
remain negative, primarily due to the expected temporary year-over-year decline in average operating occupancy, including the impact of expected downtime associated with 1.4
million RSF of 2027 key lease expirations.
•For the year ending December 31, 2028, we expect same property net operating income performance to improve compared with 2027, primarily driven by operating occupancy
growth and the lease-up of vacant space, subject to leasing and market conditions. 
3)Construction Spending
•For 2027, we continue to apply a disciplined approach to reduce construction spending and we seek to prioritize leased projects with high incremental returns. We expect 2027
construction spending to primarily focus on (i) revenue- and non-revenue-enhancing capital expenditures, which are expected to represent the majority of spend, approximately
half of which is associated with space that is leased or under lease negotiations, in order to support the leasing of vacant space and renewals and re-leasing of space at our
operating properties and (ii) construction spending required to complete our development and redevelopment projects that are expected to stabilize through 2028 and are 77%
leased/negotiating as of October 26, 2026.
•For 2028, we expect a further decline in construction spending relative to 2027, primarily driven by lower development and redevelopment spending. Construction spending on
revenue- and non-revenue-enhancing capital expenditures related to our operating portfolio is expected to continue to support the lease-up of temporary vacancy, subject to
leasing and market conditions.
4)Transactional and other capital sources
•For 2027, capital will be required to fund construction spending as we continue to prudently manage our key credit metrics, including net debt and preferred stock to Adjusted
EBITDA ratio. In general, we expect to rely on asset recycling transactions and other sources of cost-effective capital to support the achievement of our 2027 key credit metric
ratios targets, including net debt and preferred stock to Adjusted EBITDA.
•For 2028, if we have growth in Adjusted EBITDA, we may use incremental long-term debt to fund a portion of our capital needs on a leverage neutral basis. In addition, we may
use asset recycling and other sources of cost-effective capital to support the achievement of our 2028 key credit metric ratio targets, including net debt and preferred stock to
Adjusted EBITDA.
99
Consolidated and unconsolidated real estate joint ventures
We present components of balance sheet and operating results information for the noncontrolling interest share of our
consolidated real estate joint ventures and for our share of investments in unconsolidated real estate joint ventures to help investors
estimate balance sheet and operating results information related to our partially owned entities. These amounts are estimated by
computing, for each joint venture that we consolidate in our financial statements, the noncontrolling interest percentage of each financial
item to arrive at the cumulative noncontrolling interest share of each component presented. In addition, for our real estate joint ventures
that we do not control and do not consolidate, we apply our economic ownership percentage to the unconsolidated real estate joint
ventures to arrive at our proportionate share of each component presented. Refer to Note 4 – “Consolidated and unconsolidated real
estate joint ventures” to our unaudited consolidated financial statements in Item 1 for further discussion.
Consolidated Real Estate Joint Ventures
Property/Market/Submarket
Noncontrolling
Interest Share
Operating RSF
at 100%
50 and 60 Binney Street/Greater Boston/Cambridge/Inner Suburbs
66.0%
532,395
75/125 Binney Street/Greater Boston/Cambridge/Inner Suburbs
60.0%
388,270
100 and 225 Binney Street and 300 Third Street/Greater Boston/Cambridge/Inner Suburbs
70.0%
870,641
15 Necco Street/Greater Boston/Seaport Innovation District
43.3%
345,996
3215 Merryfield Row/San Diego/Torrey Pines
70.0%
170,523
Campus Point by Alexandria/San Diego/University Town Center(1)(2)
40.7%
(3)
1,586,697
5200 Illumina Way/San Diego/University Town Center
49.0%
792,687
9625 Towne Centre Drive/San Diego/University Town Center
70.0%
171,001
SD Tech by Alexandria/San Diego/Sorrento Mesa(1)(4)
50.0%
1,051,752
Summers Ridge Science Park/San Diego/Sorrento Mesa(5)
70.0%
316,531
Alexandria Center® for Science and Technology – Mission Bay/San Francisco Bay Area/
Mission Bay(6)
75.0%
551,845
211 and 213 East Grand Avenue/San Francisco Bay Area/South San Francisco
70.0%
300,930
500 Forbes Boulevard/San Francisco Bay Area/South San Francisco
90.0%
155,685
Alexandria Center® for Life Science – Millbrae/San Francisco Bay Area/South San Francisco
51.4%
285,346
1201 and 1208 Eastlake Avenue East/Seattle/Lake Union
70.0%
206,134
400 Dexter Avenue North/Seattle/Lake Union
70.0%
291,355
800 Mercer Street/Seattle/Lake Union(1)
40.0%
—
Unconsolidated Real Estate Joint Ventures
Property/Market/Submarket
Our Ownership
Share
Operating RSF
at 100%
1655 and 1725 Third Street/San Francisco Bay Area/Mission Bay
10.0%
586,208
101 West Dickman Street/Maryland/Beltsville
58.4%
(7)
135,958
Refer to “Joint venture financial information” under “Definitions and reconciliations” in Item 2 for additional information.
(1)Includes properties currently under construction or in our future development and redevelopment pipeline. Refer to “New Class A/A+ development and redevelopment
properties” in Item 2 for additional details.
(2)Includes 10200, 10290, and 10300 Campus Point Drive and 4135, 4155, 4165, 4224, and 4242 Campus Point Court.
(3)In October 2026, we completed a partial sale of our interest in this joint venture for $475.0 million which reduced our interest to approximately 30%. We expect to fund
the majority of future construction costs at the Megacampus, which is expected to reduce the ownership interests of our new joint venture partner and existing joint
venture partner over time to below 20.0% and 30.0%, respectively, and increase our ownership interest to over 50.0%. Refer to Note 4 – “Consolidated and
unconsolidated real estate joint ventures” to our unaudited consolidated financial statements in Item 1 for additional details.
(4)Includes 9605, 9645, 9675, 9725, 9735, 9805, 9808, 9855, and 9868 Scranton Road and 10055, 10065, and 10075 Barnes Canyon Road.
(5)Includes 9965, 9975, 9985, and 9995 Summers Ridge Road.
(6)Includes 1450, 1500, and 1700 Owens Street and 455 Mission Bay Boulevard South.
(7)Represents a joint venture with a local real estate operator in which our joint venture partner manages the day-to-day activities that significantly affect the economic
performance of the joint venture.
100
The following table presents key terms related to our unconsolidated real estate joint ventures’ secured loans as of
September 30, 2026 (dollars in thousands):
As of September 30, 2026
Maturity Date
Stated Rate
Interest
Rate(1)
At 100%
Our
Share
Unconsolidated Joint Venture
Aggregate
Commitment
Debt Balance(2)
101 West Dickman Street
10/29/26
(3)
SOFR+1.95%
(4)
5.91%
$26,750
$19,354
58.4%
1655 and 1725 Third Street
2/10/35
6.37%
6.44%
500,000
497,138
10.0%
$526,750
$516,492
(1)Includes interest expense and amortization of loan fees.
(2)Represents outstanding principal, net of unamortized deferred financing costs, as of September 30, 2026.
(3)In October 2026, the unconsolidated real estate joint venture refinanced this debt with a new $22.5 million secured note payable bearing interest at SOFR+1.85% and
maturing in October 2030. As of September 30, 2026, our investment in this unconsolidated real estate joint venture was $9.9 million.
(4)This loan is subject to a SOFR floor of 0.75%.
The following tables present information related to the operating results and financial positions of our consolidated and
unconsolidated real estate joint ventures as of and for the three and nine months ended September 30, 2026 (in thousands):
Noncontrolling Interest Share of
Consolidated Real Estate Joint Ventures
Our Share of Unconsolidated
Real Estate Joint Ventures
September 30, 2026
September 30, 2026
Three Months Ended
Nine Months Ended
Three Months Ended
Nine Months Ended
Total revenues
$105,561
$301,634
$2,885
$8,895
Rental operations
(33,927)
(97,557)
(940)
(3,092)
71,634
204,077
1,945
5,803
General and administrative
(593)
(1,876)
(23)
(47)
Interest
(20)
(190)
(989)
(2,990)
Depreciation and amortization of real
estate assets
(32,458)
(93,449)
(858)
(2,577)
Gain on sale of interest in
unconsolidated JV
—
—
—
152
Fixed returns allocated to redeemable
noncontrolling interest(1)
191
730
—
—
$38,754
$109,292
$75
$341
Straight-line rent and below-market
lease revenue
$4,909
$9,034
$216
$550
Funds from operations(2)
$71,212
$202,741
$933
$2,918
Refer to “Joint venture financial information” under “Definitions and reconciliations” in Item 2 for additional details.
(1)Represents an allocation of joint venture earnings to redeemable noncontrolling interest for a property in the San Francisco Bay Area market. This redeemable
noncontrolling interest earns a fixed return on its investment rather than participating in the operating results of the property.
(2)Refer to “Funds from operations and funds from operations, as adjusted, attributable to Alexandria Real Estate Equities, Inc.’s common stockholders” under “Definitions
and reconciliations” in Item 2 for the definition and its reconciliation from the most directly comparable financial measure presented in accordance with GAAP.
As of September 30, 2026
Noncontrolling Interest
Share of Consolidated
Real Estate Joint Ventures
Our Share of
Unconsolidated
Real Estate Joint Ventures
Investments in real estate
$3,363,861
$85,927
Cash, cash equivalents, and restricted cash
136,379
2,514
Other assets
403,837
10,486
Secured notes payable
—
(61,016)
Other liabilities
(292,967)
(9,331)
Redeemable noncontrolling interests
(9,119)
—
$3,601,991
$28,580
During the nine months ended September 30, 2026 and 2025, our consolidated real estate joint ventures distributed an
aggregate of $171.2 million and $186.8 million, respectively, to our joint venture partners. Refer to our consolidated statements of cash
flows and Note 4 – “Consolidated and unconsolidated real estate joint ventures” to our unaudited consolidated financial statements in
Item 1 for additional information.
101
Investments
We hold investments in publicly traded companies and privately held entities primarily involved in the life science industry. The
tables below summarize components of our investment income (losses) and non-real estate investments (in thousands). Refer to Note
7 – “Investments” to our unaudited consolidated financial statements in Item 1 for additional information.
September 30, 2026
September 30, 2025
Three Months Ended
Nine Months Ended
Three Months Ended
Nine Months Ended
Realized gains:
Realized gains
$16,007
$44,497
$34,785
$94,650
Impairment of non-real estate investments
(13,580)
(1)
(35,026)
(25,139)
(75,535)
2,427
9,471
9,646
19,115
Unrealized gains (losses)
21,563
(2)
143,164
(2)
18,515
(3)
(71,568)
(4)
Investment income (losses)
$23,990
$152,635
$28,161
$(52,453)
September 30, 2026
December 31, 2025
Investments
Cost
Unrealized
Gains
Unrealized
Losses
Carrying
Amount
Carrying
Amount
Publicly traded companies
$105,921
$56,294
$(24,638)
$137,577
$94,928
Entities that report NAV
507,978
215,565
(43,100)
680,443
512,376
Entities that do not report NAV:
Entities with observable price changes
77,062
50,568
(10,785)
116,845
123,238
Entities without observable price changes
406,415
—
—
406,415
413,324
Investments accounted for under the equity method
N/A
N/A
N/A
394,393
357,383
September 30, 2026
$1,097,376
(5)
$322,427
$(78,523)
$1,735,673
$1,501,249
December 31, 2025
$1,010,488
$184,434
$(51,056)
$1,501,249
Public/Private Mix (Cost)
Tenant/Non-Tenant Mix (Cost)
1
13
7%
Public
18%
Tenant
93%
Private
82%
Non-Tenant
(1)Primarily relates to one non-real estate investment in a privately held entity that does not report NAV.
(2)Primarily relates to the increase in the fair value of our investments in privately held entities that report NAV during the three and nine months ended September 30,
2026.
(3)Primarily relates to the increase in fair values of our investments in publicly traded entities and investments in privately held entities that report NAV during the three
months ended September 30, 2025.
(4)Primarily relates to the accounting reclassifications of unrealized gains in prior periods into realized gains upon our realization of investments in publicly traded entities
and privately held entities that report NAV during the nine months ended September 30, 2025.
(5)Represents 2.7% of gross assets as of September 30, 2026. Refer to “Gross assets” under “Definitions and reconciliations” in Item 2 for additional details.
102
Liquidity
Liquidity
Limited Outstanding Borrowings and
Significant Availability on
Unsecured Senior Line of Credit
$4.6B
(in millions)
(In millions)
Availability under our unsecured senior line of credit, net of
amounts outstanding under our commercial paper program
$3,908
Cash, cash equivalents, and restricted cash
514
Investments in publicly traded companies
138
Liquidity as of September 30, 2026
$4,560
Net Debt and Preferred Stock
to Adjusted EBITDA(1)
Fixed Charge Coverage Ratio(1)
8246337208538
q326lineofcreditv3.jpg
$5,000
$5,000
$5,000
$1,091
$353
<$350
Remaining amounts available for
borrowing under our unsecured senior
line of credit
Outstanding balance under our
unsecured senior line of credit
and/or commercial paper
program
6.9x
8246337208321
6.6x(2)
5.6x to 6.2x
8246337208411
5.7x
Mid-5x Range
3.4x to 3.9x
3.7x
3.2x
(1)Quarter annualized.
(2)The pro forma amount reflects the October 23, 2026 sale of our partial interest in the Campus Point by Alexandria joint venture for  $475.0 million. Refer to Note 4 –
“Consolidated and unconsolidated real estate joint ventures” to our unaudited consolidated financial statements in Item 1 for additional details.
We expect to meet certain long-term liquidity requirements, such as requirements for development, redevelopment, other
construction projects, capital improvements, tenant improvements, property acquisitions, equity repurchases, leasing costs, revenue-
and non-revenue-enhancing capital expenditures, scheduled debt maturities, distributions to noncontrolling interests, and payment of
dividends through net cash provided by operating activities, as adjusted, periodic asset dispositions, strategic real estate joint ventures,
long-term secured and unsecured indebtedness, borrowings under our unsecured senior line of credit, issuances under our commercial
paper program, and issuances of additional debt and/or equity securities.
We also expect to continue meeting our short-term liquidity and capital requirements, as further detailed in this section,
generally through our working capital and net cash provided by operating activities, as adjusted. We believe that the net cash provided
by operating activities, as adjusted, will continue to be sufficient to enable us to make the distributions necessary to continue qualifying
as a REIT.
For additional information on our liquidity requirements related to our contractual obligations and commitments, refer to
Note 5 – “Leases” and Note 10 – “Secured and unsecured senior debt” to our unaudited consolidated financial statements in Item 1.
103
Over the next several years, our balance sheet, capital structure, and liquidity objectives are as follows:
•Retain net cash provided by operating activities, as adjusted, for investment in development and redevelopment projects
and/or acquisitions;
•Maintain significant balance sheet liquidity;
•Maintain a strong credit profile and relative long-term cost of capital;
•Maintain diverse sources of capital, including sources from net cash provided by operating activities, as adjusted,
unsecured debt, secured debt, selective real estate asset sales, strategic real estate joint ventures, non-real estate
investment sales, and common stock;
•Maintain commitment to long-term capital to fund growth;
•Maintain prudent laddering of debt maturities;
•Maintain solid credit metrics;
•Prudently manage variable-rate debt exposure;
•Maintain a large, unencumbered asset pool to provide financial flexibility;
•Fund common stock dividends and distributions to noncontrolling interests from net cash provided by operating activities,
as adjusted;
•Manage a disciplined level of development and redevelopment projects as a percentage of our gross real estate assets;
and
•Maintain high levels of pre-leasing and percentage leased in development and redevelopment projects.
The following table presents the availability under our unsecured senior line of credit, net of amounts outstanding under our
commercial paper program; cash, cash equivalents, and restricted cash; and investments in publicly traded companies as of
September 30, 2026 (in thousands):
Description
Stated Rate
Aggregate
Commitments
Outstanding
Balance
Remaining
Commitments/
Liquidity
Availability under our unsecured senior line of credit, net of
amounts outstanding under our commercial paper program
SOFR+0.725%
$5,000,000
$1,092,450
$3,907,550
Cash, cash equivalents, and restricted cash
513,763
Investments in publicly traded companies
137,577
Liquidity as of September 30, 2026
$4,558,890
Cash, cash equivalents, and restricted cash
As of September 30, 2026 and December 31, 2025, we had $513.8 million and $553.8 million, respectively, of cash, cash
equivalents, and restricted cash. We expect existing cash, cash equivalents, and restricted cash, net cash provided by operating
activities, as adjusted, proceeds from real estate asset sales, sales of partial interests, strategic real estate joint ventures, non-real
estate investment sales, borrowings under our unsecured senior line of credit, issuances under our commercial paper program,
issuances of unsecured senior notes payable, and issuances of common stock to continue to be sufficient to fund our operating
activities and cash commitments for investing and financing activities, such as regular quarterly dividends, distributions to noncontrolling
interests, scheduled debt repayments, acquisitions, and certain capital expenditures, including expenditures related to construction
activities and any common stock repurchases.
Cash flows
We report and analyze our cash flows based on operating activities, investing activities, and financing activities. The following
table summarizes changes in our cash flows for the nine months ended September 30, 2026 and 2025 (in thousands):
Nine Months Ended September 30,
2026
2025
Change
Net cash provided by operating activities
$875,410
$1,101,668
$(226,258)
Net cash used in investing activities
$(1,165,939)
$(1,437,538)
$271,599
Net cash provided by financing activities
$251,067
$360,850
$(109,783)
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Operating activities
Cash flows provided by operating activities are primarily dependent upon the occupancy level of our asset base, the rental
rates of our leases, the collectibility of rent and recovery of operating expenses from our tenants, the timing of completion of
development and redevelopment projects, and the timing of acquisitions and dispositions of operating properties. Net cash provided by
operating activities for the nine months ended September 30, 2026 decreased by $226.3 million, or 20.5%, to $0.88 billion, compared to
$1.10 billion for the nine months ended September 30, 2025, primarily reflecting the impact of real estate dispositions completed since
January 1, 2025 and the reduction in occupancy from 94.6% as of December 31, 2024 to 87.1% as of September 30, 2026. 
Investing activities
Cash used in investing activities for the nine months ended September 30, 2026 and 2025 consisted of the following (in
thousands):
 
Nine Months Ended September 30,
Change
 
2026
2025
Sources of cash from investing activities:
Proceeds from sales of real estate
$236,286
$227,105
$9,181
Sale of interests in unconsolidated real estate joint ventures
1,917
—
1,917
Sales of and distributions from non-real estate investments
123,660
77,067
46,593
Return of capital from unconsolidated real estate joint ventures
113
458
(345)
361,976
304,630
57,346
Uses of cash for investing activities:
Additions to real estate
1,328,092
1,538,613
(210,521)
Investments in unconsolidated real estate joint ventures
557
11,239
(10,682)
Change in escrow deposits
—
7,364
(7,364)
Additions to non-real estate investments
199,266
184,952
14,314
1,527,915
1,742,168
(214,253)
Net cash used in investing activities
$1,165,939
$1,437,538
$(271,599)
The change in net cash used in investing activities for the nine months ended September 30, 2026, compared to the nine
months ended September 30, 2025, was primarily due to a decrease in cash used for additions to real estate, and an increased source
of cash from sales of and distributions from non-real estate investments.
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Financing activities
Cash flows provided by financing activities for the nine months ended September 30, 2026 and 2025 consisted of the following
(in thousands):
Nine Months Ended September 30,
2026
2025
Change
Borrowings under secured notes payable
$—
$4,031
$(4,031)
Repayments of borrowings under secured notes payable
(8,892)
(154,212)
145,320
Proceeds from issuance of unsecured senior notes payable
747,592
548,532
199,060
Repayments of unsecured senior notes payable
(1,602,203)
(600,000)
(1,002,203)
Proceeds from issuance of junior subordinated notes payable
1,000,000
—
1,000,000
Proceeds from issuances under commercial paper program
38,494,264
15,378,015
23,116,249
Repayments of borrowings under commercial paper program
(37,755,314)
(13,828,015)
(23,927,299)
Payments of loan fees
(57,893)
(5,307)
(52,586)
Changes related to debt
817,554
1,343,044
(525,490)
Contributions from and sales of noncontrolling interests
36,604
132,162
(95,558)
Distributions to noncontrolling interests
(171,248)
(186,725)
15,477
Purchases and redemptions of noncontrolling interests
(49,822)
(17,818)
(32,004)
Repurchase of common stock
—
(208,187)
208,187
Dividends on common stock
(371,427)
(684,419)
312,992
Taxes paid related to net settlement of equity awards
(10,594)
(17,207)
6,613
Net cash provided by financing activities
$251,067
$360,850
$(109,783)
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Sources of capital
Net cash provided by operating activities, as adjusted
We expect to retain $475 million to $575 million of net cash provided by operating activities, as adjusted, for the year ending
December 31, 2026. Refer to “Net cash provided by operating activities, as adjusted” under “Definitions and reconciliations” in Item 2 for
the definition and reconciliation from the most directly comparable financial measure presented in accordance with GAAP. For the year
ending December 31, 2026, we expect our recently delivered projects, our development and redevelopment projects expected to be
delivered, and contributions from Same Properties to contribute to income from rentals, net operating income, and cash flows. We
anticipate contractual near-term growth in annual net operating income (cash basis) of $67 million related to the commencement of
contractual rents on the projects recently placed into service that are near the end of their initial free rent period, which has a weighted-
average remaining period of approximately four months. Refer to “Cash flows” in Item 2 for a discussion of cash flows provided by
operating activities for the nine months ended September 30, 2026.
Debt
We expect to fund a portion of our capital needs for 2026 and beyond from issuances under our commercial paper program,
issuances of unsecured senior notes payable, junior subordinated notes, and/or borrowings under our unsecured senior line of credit,
and/or borrowings under secured construction loans.
In September 2026, we amended and restated our $5.0 billion unsecured senior line of credit which, among other changes,
extended the maturity date from January 22, 2030 to January 22, 2032, including extension options that we control. The amendment
also reduced the applicable borrowing rate to SOFR plus 0.725% from SOFR plus 0.835% and eliminated the existing sustainability-
linked pricing adjustments. The facility fee was revised to 0.15% from 0.14%. In connection with the amendment, we recognized a loss
on early extinguishment of debt of approximately $3.3 million for the partial write-off of unamortized loan fees.
As of September 30, 2026, we had no outstanding balance on our unsecured senior line of credit.
Our commercial paper program provides us with the ability to issue up to $2.50 billion of commercial paper notes with a
maturity of generally 30 days or less and with a maximum maturity of 397 days from the date of issuance. Our commercial paper
program is back-stopped by our unsecured senior line of credit, and at all times we expect to retain a minimum undrawn amount of
borrowing capacity under our unsecured senior line of credit equal to any outstanding balance under our commercial paper program.
We use borrowings under the program to fund short-term capital needs. The notes issued under our commercial paper program are
sold under customary terms in the commercial paper market. They are typically issued at a discount to par, representing a yield to
maturity dictated by market conditions at the time of issuance. In the event we are unable to issue commercial paper notes or refinance
outstanding commercial paper notes under terms equal to or more favorable than those under the unsecured senior line of credit, we
expect to borrow under the unsecured senior line of credit. The commercial paper notes sold during the nine months ended
September 30, 2026 were issued at a weighted-average yield to maturity of 4.19%. As of September 30, 2026, we had $1.09 billion of
commercial paper notes outstanding.
In January 2026 and April 2026, we repaid, upon maturity, $300.0 million of 4.30% unsecured senior notes payable and
$350.0 million of 3.80% unsecured senior notes payable, respectively. These repayments were funded temporarily with borrowings
under our commercial paper program, which will be repaid through planned dispositions and sales of partial interests included in our
2026 guidance. No gain or loss was incurred in connection with these repayments.
In February 2026, we completed tender offers to repurchase an aggregate debt principal amount of $1.33 billion across a
portion of our outstanding 4.00% Senior Notes due 2050, 3.00% Senior Notes due 2051, and 3.55% Senior Notes due 2052. Cash
consideration paid was $952.2 million. The repurchase was primarily funded through the issuance of $750.0 million of 5.25% unsecured
senior notes due 2036, and approximately $200 million of short-term borrowings under our commercial paper program, which we expect
to repay through planned 2026 dispositions and sales of partial interests. In connection with the debt repurchase, we recognized a gain
on early extinguishment of debt aggregating $366.4 million, including the write-off of unamortized debt issuance costs and other
transaction-related costs.
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In August 2026, we completed a public offering of $1.00 billion aggregate principal amount of 7.250% Series A fixed-to-fixed
reset rate junior subordinated notes due 2057. The notes will initially bear interest at 7.250% per year through, but excluding,
February 15, 2032. Thereafter, the interest rate will reset every five years to the five-year U.S. Treasury rate plus 2.889%, subject to a
minimum interest rate of 7.250%. We may elect to defer interest payments for up to five consecutive years, subject to the terms of the
notes, including certain restrictions on paying dividends and repurchasing equity. The notes may be redeemed at our option in whole or
in part at 100% of principal plus accrued and unpaid interest during the period beginning November 17, 2031 and ending on
February 15, 2032, and thereafter on any interest payment date. The notes may also be redeemed in whole, but not in part, at 100% of
principal plus accrued and unpaid interest upon certain tax events and at 102% of principal plus accrued and unpaid interest upon
certain rating agency events.
The following table presents our average debt outstanding and weighted-average interest rates during the three and nine
months ended September 30, 2026 (dollars in thousands):
Average Debt Outstanding
Weighted-Average Interest Rate
September 30, 2026
September 30, 2026
Three Months Ended
Nine Months Ended
Three Months Ended
Nine Months Ended
Long-term fixed-rate debt
$11,341,163
$11,239,142
4.15%
4.04%
Short-term variable-rate unsecured
senior line of credit and commercial
paper program debt
1,915,075
1,945,860
4.21
4.18
Blended average interest rate
13,256,238
13,185,002
4.16
4.06
Loan fee amortization and annual facility
fee related to unsecured senior line of
credit
N/A
N/A
0.13
0.13
Total/weighted average
$13,256,238
$13,185,002
4.29%
4.19%
Real estate dispositions and sales of partial interests
We expect to continue to focus on the disciplined execution of real estate dispositions and sales of partial interests, which will
provide an important source of capital to fund our development and redevelopment projects and potential opportunistic share
repurchases, and to reduce debt. For the year ending December 31, 2026, we expect real estate dispositions and sales of partial
interests to range from $1.10 billion to $2.70 billion. The amount of asset sales necessary to meet our forecasted sources of capital will
vary depending upon the amount of EBITDA associated with the assets sold. Refer to Note 3 – “Investments in real estate” and Note 4
– “Consolidated and unconsolidated real estate joint ventures,” and Note 14 – “Stockholders’ equity” to our unaudited consolidated
financial statements in Item 1 and to “Dispositions and sales of partial interests” in Item 2 for additional information.
As a REIT, we are generally subject to a 100% tax on the net income from real estate asset sales that the IRS characterizes as
“prohibited transactions.” We do not expect our sales will be categorized as prohibited transactions. However, unless we meet certain
“safe harbor” requirements, whether a real estate asset sale is a “prohibited transaction” will be based on the facts and circumstances
of the sale. Our real estate asset sales may not always meet such “safe harbor” requirements. Refer to “Item 1A. Risk factors” in our
annual report on Form 10-K for the year ended December 31, 2025 for additional information about the “prohibited transaction” tax.
Common equity transactions
During the three and nine months ended September 30, 2026, we did not issue any common stock under our ATM program.
As of September 30, 2026, the remaining aggregate amount available under our ATM program for future sales of common stock was
$1.47 billion.
Other sources
As a well-known seasoned issuer, we may, from time to time, issue securities, including preferred stock, subordinated debt,
convertible securities, and other forms of hybrid securities, at our discretion based on our needs and market conditions, including, as
necessary, to balance our use of incremental debt capital and our leverage profile.
Additionally, we, together with joint venture partners, hold interests in real estate joint ventures that we consolidate in our
financial statements. These existing joint ventures provide significant equity capital to fund a portion of our future construction spending,
and our joint venture partners may also contribute equity into these entities for financing-related activities. From October 1, 2026
through December 31, 2027 and beyond, we expect to receive capital contributions aggregating $105.0 million from existing
consolidated real estate joint venture partners to fund construction. During the year ending December 31, 2026, contributions from
noncontrolling interests from existing joint venture partners are expected to aggregate to approximately $100.0 million at the midpoint of
our guidance range for 2026 construction spending.
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Uses of capital
Construction spending
One of our primary uses of capital relates to the development, redevelopment, pre-construction, and construction of properties.
We currently have projects in our development and redevelopment pipeline aggregating 1.9 million RSF of Class A/A+ properties
undergoing construction. We incur capitalized construction costs related to development, redevelopment, pre-construction, and other
construction activities. We also incur additional capitalized project costs, including interest, property taxes, insurance, and other costs
directly related and essential to the development, redevelopment, pre-construction, or construction of a project, during periods when
activities necessary to prepare an asset for its intended use are in progress. Refer to “New Class A/A+ development and redevelopment
properties: under construction” and “Construction spending” in Item 2 for additional information on our capital expenditures.
We capitalize interest cost as a cost of the project only during the period in which activities necessary to prepare an asset for
its intended use are ongoing, provided that expenditures for the asset have been made and interest cost has been incurred. Capitalized
interest, classified in investments in real estate in our consolidated balance sheets, aggregated $206.6 million for the nine months
ended September 30, 2026, a decrease from $248.6 million capitalized during the nine months ended September 30, 2025. This
reflects a lower weighted-average capitalized cost basis of $6.58 billion for the nine months ended September 30, 2026, as compared
to $8.18 billion for the nine months ended September 30, 2025. 
Property taxes, insurance on real estate, and indirect project costs, such as construction, administration, legal fees, and office
costs that clearly relate to projects under development or construction, are capitalized as incurred during the period an asset is
undergoing activities to prepare it for its intended use. We capitalized payroll and other indirect costs related to development,
redevelopment, pre-construction, and construction projects aggregating $55.4 million and $69.6 million, and property taxes, insurance
on real estate, and indirect project costs aggregating $98.4 million and $111.7 million during the nine months ended
September 30, 2026 and 2025, respectively.
Pre-construction activities include entitlements, permitting, design, site work, and other activities preceding commencement of
construction of aboveground building improvements. The advancement of pre-construction efforts is focused on reducing the time
required to deliver projects to prospective tenants. These critical activities add significant value for future ground-up development and
are required for the vertical construction of buildings. Should we cease activities necessary to prepare an asset for its intended use, the
interest, taxes, insurance, and certain other direct and indirect project costs related to the asset would be expensed as incurred.
Expenditures for repairs and maintenance are expensed as incurred.
Fluctuations in our development, redevelopment, and construction activities could result in significant changes to total
expenses and net income. For example, a 10% reduction in development, redevelopment, and construction activities without a
corresponding decrease in indirect project costs, including interest and payroll, would have resulted in an increase in total expenses of
approximately $36.0 million for the nine months ended September 30, 2026.
We use third-party brokers to assist in our leasing activity, who are paid on a contingent basis upon successful leasing. We are
required to capitalize initial direct costs related to successful leasing transactions that result directly from and are essential to the lease
transaction and would not have been incurred had that lease transaction not been successfully executed. During the nine months
ended September 30, 2026, we capitalized total initial direct leasing costs of $61.5 million. Costs that we incur to negotiate or arrange a
lease regardless of its outcome, such as fixed employee compensation, tax, or legal advice to negotiate lease terms, and other costs,
are expensed as incurred.
Dividends
During the nine months ended September 30, 2026 and 2025, we paid common stock dividends of $371.4 million and
$684.4 million, respectively. The decrease of $313.0 million in dividends paid on our common stock for the nine months ended
September 30, 2026, compared to the nine months ended September 30, 2025, was primarily due to a decrease in the related
dividends to $2.16 per common share paid for the nine months ended September 30, 2026 from $3.96 per common share paid during
the nine months ended September 30, 2025.
We have historically funded the payment of our common stock dividends using net cash provided by operating activities. We
expect to continue funding future quarterly common stock dividends from net cash provided by operating activities, which may be
supplemented by proceeds from periodic asset dispositions, issuances of additional debt and/or equity securities, and borrowings under
our unsecured senior line of credit and/or our commercial paper program. Future dividends are at the discretion of our Board and
subject to various considerations, including net income, cash flows, capital requirements, debt covenants, market conditions, dividend
yield, taxable income, payout ratios, and other factors. Accordingly, there can be no assurance that dividends will be maintained at the
current level, or that they will be increased or decreased in the future.
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Unsecured senior notes payable and unsecured senior line of credit
The requirements of, and our actual performance with respect to, the key financial covenants under our unsecured senior
notes payable as of September 30, 2026 were as follows:
Covenant Ratios(1)
Requirement
September 30, 2026
Total Debt to Total Assets
Less than or equal to 60%
33%
Secured Debt to Total Assets
Less than or equal to 40%
—%
Consolidated EBITDA(2) to Interest Expense
Greater than or equal to 1.5x
5.6x
Unencumbered Total Asset Value to Unsecured Debt
Greater than or equal to 150%
295%
(1)All covenant ratio titles utilize terms as defined in the respective debt agreements.
(2)The calculation of consolidated EBITDA is based on the definitions contained in our loan agreements and is not directly comparable to the computation of EBITDA as
described in Exchange Act Release No. 47226.
In addition, the terms of the indentures, among other things, limit the ability of the Company, Alexandria Real Estate Equities,
L.P., and the Company’s subsidiaries to (i) consummate a merger, or consolidate, or sell all or substantially all of the Company’s assets
and (ii) incur certain secured or unsecured indebtedness.
The requirements of, and our actual performance with respect to, the key financial covenants under our unsecured senior line
of credit as of September 30, 2026 were as follows:
Covenant Ratios(1)
Requirement
September 30, 2026
Leverage Ratio
Less than or equal to 60.0%
35.5%
Secured Debt Ratio
Less than or equal to 45.0%
—%
Fixed-Charge Coverage Ratio
Greater than or equal to 1.50x
2.91x
Unsecured Interest Coverage Ratio
Greater than or equal to 1.75x
5.84x
(1)All covenant ratio titles utilize terms as defined in the credit agreement.
In managing our liquidity, we also consider the contractual interest payment obligations associated with our outstanding debt.
Interest payments on our fixed-rate debt are determined based on contractual interest rates, including interest payment dates and
scheduled maturity dates. As of September 30, 2026, 91.5% of our debt was fixed-rate debt. For additional information regarding our
debt, refer to Note 10 – “Secured and unsecured senior debt” to our unaudited consolidated financial statements in Item 1.
Ground lease obligations
Ground lease obligations as of September 30, 2026 included leases for 31 of our properties and accounted for approximately
9% of our total number of properties. Among these 31 properties, 17 properties are subject to ground leases with a weighted-average
remaining lease term of 53 years, including extension options that we are reasonably certain to exercise. These leases are with a single
lessor in our Palo Alto submarket with whom we have extended two ground leases over the past 10 years.
Our remaining 14 properties subject to ground leases are located across multiple submarkets and have remaining lease terms
ranging from approximately 44 to 80 years. The weighted-average remaining lease term of these ground leases is 72 years, including
extension options that we are reasonably certain to exercise.
In many cases, we seek to extend our ground leases well ahead of their scheduled contractual expirations. If we are
successful in extending ground leases, we could see significant up-front or increased recurring future payments to the ground lessor
and/or increased ground lease expense, which may require us to increase our capital funding needs.
110
Operating lease agreements
As of September 30, 2026, the remaining contractual payments under ground and office lease agreements in which we are the
lessee aggregated $739.1 million and $15.3 million, respectively. As of September 30, 2026, our operating lease liability, calculated as
the present value of the remaining payments aggregating $754.4 million under our operating lease agreements, including our extension
options that we are reasonably certain to exercise, was $354.0 million and was classified in accounts payable, accrued expenses, and
other liabilities in our consolidated balance sheet. As of September 30, 2026, the weighted-average remaining lease term of operating
leases in which we are the lessee was approximately 60 years, including extension options that we are reasonably certain to exercise,
and the weighted-average discount rate was 4.7%. Our corresponding operating lease right-of-use assets, adjusted for initial direct
leasing costs and other consideration exchanged with the landlord prior to the commencement of the lease, aggregated $686.2 million.
We classify the right-of-use asset in other assets in our consolidated balance sheets. Refer to “Lease accounting” in Note 2 –
“Summary of significant accounting policies” to our unaudited consolidated financial statements in Item 1 for additional information.
Commitments
As of September 30, 2026, remaining aggregate costs under contract for the construction of properties undergoing
development, redevelopment, and improvements under the terms of leases approximated $1.0 billion. We expect payments for these
obligations to occur over one to three years, subject to capital planning adjustments from time to time. We may have the ability to cease
the construction of certain projects, which would result in the reduction of our commitments. In addition, we have letters of credit and
performance obligations aggregating $5.3 million.
We are committed to funding approximately $340.6 million related to our non-real estate investments. These funding
commitments are primarily associated with our investments in privately held entities that report NAV and expire at various dates over
the next 11 years, with a weighted-average expiration of 7.8 years as of September 30, 2026. 
Our former joint venture partner in the Greater Boston market has an option, subject to certain conditions, to obtain a $30.0
million secured loan from us. If exercised, the loan would bear interest at SOFR plus 6.5%, subject to a floor of 9.0%, and a term not to
exceed five years. As of September 30, 2026, the option has not been exercised and is set to expire in July 2027.
In connection with the sale of a property in our San Diego market, we entered into a loan agreement with the buyer under
which we committed to provide up to $165.7 million of financing through December 30, 2029. As of September 30, 2026, $36.4 million
of the commitment remained available to be drawn by the borrower.
In October 2026, in connection with the sale of a partial noncontrolling interest in the joint venture that owns substantially all of
Campus Point by Alexandria Megacampus, the new joint venture partner has a put right exercisable beginning on the seventh
anniversary of the transaction. The put right allows the partner to require us to acquire its interest in exchange for shares of our
common stock, subject to a contractual share issuance limit, or, at our election, for cash, or a combination of cash and shares. Refer to
Note 4 – “Consolidated and unconsolidated real estate joint ventures” to our unaudited consolidated financial statements in Item 1 for
additional details.
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.
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Foreign currency translation gains and losses
The following table presents the change in accumulated other comprehensive loss attributable to Alexandria Real Estate
Equities, Inc.’s stockholders during the nine months ended September 30, 2026 primarily due to the changes in the foreign exchange
rates for our real estate investments in Canada (in thousands). We reclassify unrealized foreign currency translation gains and losses
into net income upon the sale or complete or substantially complete liquidation of the related investments.
Total
Balance as of December 31, 2025
$(29,395)
Other comprehensive loss before reclassifications
(4,273)
Reclassification adjustment for gain included in net income
(23)
Net other comprehensive loss
(4,296)
Balance as of September 30, 2026
$(33,691)
Inflation
As of September 30, 2026, approximately 91% of our leases (on an annual rental revenue basis) were triple net leases, which
require tenants to pay substantially all real estate taxes, insurance, utilities, repairs and maintenance, common area expenses, and
other operating expenses (including increases thereto) in addition to base rent. Approximately 97% of our leases (on an annual rental
revenue basis) contained effective annual rent escalations approximating 3% that were either fixed or indexed based on a consumer
price index or other indices. Accordingly, we do not believe that our cash flows or earnings from real estate operations are subject to
significant risks from inflation. A period of inflation, however, could cause an increase in the cost of issuing new unsecured senior notes
payable and our variable-rate borrowings, including borrowings under our unsecured senior line of credit and commercial paper
program, and secured loans held by our unconsolidated real estate joint ventures.
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Issuer and guarantor subsidiary summarized financial information
Alexandria Real Estate Equities, Inc. (the “Issuer”) has sold certain debt securities registered under the Securities Act of 1933,
as amended, that are fully and unconditionally guaranteed by Alexandria Real Estate Equities, L.P. (the “LP” or the “Guarantor
Subsidiary”), an indirectly 100% owned subsidiary of the Issuer. The Issuer’s other subsidiaries, including, but not limited to, the
subsidiaries that own substantially all of its real estate (collectively, the “Combined Non-Guarantor Subsidiaries”), will not provide a
guarantee of such securities, including the subsidiaries that are partially or 100% owned by the LP. The following summarized financial
information presents, on a combined basis, balance sheet information as of September 30, 2026 and December 31, 2025, and results
of operations and comprehensive income for the nine months ended September 30, 2026 and year ended December 31, 2025 for the
Issuer and the Guarantor Subsidiary. The information presented below excludes eliminations necessary to arrive at the information on a
consolidated basis. In presenting the summarized financial statements, the equity method of accounting has been applied to (i) the
Issuer’s interests in the Guarantor Subsidiary, (ii) the Guarantor Subsidiary’s interests in the Combined Non-Guarantor Subsidiaries,
and (iii) the Combined Non-Guarantor Subsidiaries’ interests in the Guarantor Subsidiary, where applicable, even though all such
subsidiaries meet the requirements to be consolidated under GAAP. All assets and liabilities have been allocated to the Issuer and the
Guarantor Subsidiary generally based on legal entity ownership.
The following tables present combined summarized financial information as of September 30, 2026 and December 31, 2025
and for the nine months ended September 30, 2026 and year ended December 31, 2025 for the Issuer and Guarantor Subsidiary.
Amounts provided do not represent our total consolidated amounts (in thousands):
September 30, 2026
December 31, 2025
Assets:
Cash, cash equivalents, and restricted cash
$302,383
$127,100
Other assets
213,412
173,303
Total assets
$515,795
$300,403
Liabilities:
Unsecured senior notes payable
$10,820,687
$12,047,394
Unsecured senior line of credit and commercial paper
1,091,166
353,161
Junior subordinated notes payable
985,143
—
Other liabilities
462,507
433,707
Total liabilities
$13,359,503
$12,834,262
Nine Months Ended
September 30, 2026
Year Ended
December 31, 2025
Total revenues
$15,675
$48,748
Total expenses
(309,550)
(350,655)
Gain on early extinguishment of debt
363,112
—
Net income (loss)
69,237
(301,907)
Net income attributable to unvested restricted stock awards
(2,603)
(8,417)
Net income (loss) attributable to Alexandria Real Estate Equities, Inc.’s common
stockholders
$66,634
$(310,324)
As of September 30, 2026, all of our 328 properties were held indirectly by the REIT’s wholly owned consolidated subsidiary,
Alexandria Real Estate Equities, L.P.
Critical accounting estimates
Refer to our annual report on Form 10-K for the year ended December 31, 2025 for a discussion of our critical accounting
estimates related to recognition of real estate acquired, impairment of long-lived assets, impairment of non-real estate investments, and
monitoring of tenant credit quality.
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Definitions and reconciliations
This section contains additional information on certain non-GAAP financial measures, including reconciliations from the most
directly comparable financial measure calculated and presented in accordance with GAAP and the reasons why we use these
supplemental measures of performance and believe they provide useful information to investors, as well as the definitions of other
terms used in this report.
Funds from operations and funds from operations, as adjusted, attributable to Alexandria Real Estate Equities, Inc.’s common
stockholders
GAAP-basis accounting for real estate assets utilizes historical cost accounting and assumes that 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
Nareit Board of Governors established funds from operations as an improved measurement tool. Since its introduction, funds from
operations has become a widely used non-GAAP financial measure among equity REITs. We believe that funds from operations is
helpful to investors as an additional measure of the performance of an equity REIT. Moreover, we believe that funds from operations, as
adjusted, allows investors to compare our performance to the performance of other real estate companies on a consistent basis, without
having to account for differences recognized because of real estate acquisition and disposition decisions, financing decisions, capital
structure, capital market transactions, variances resulting from the volatility of market conditions outside of our control, or other
corporate activities that may not be representative of the operating performance of our properties.
The 2018 White Paper published by the Nareit Board of Governors (the “Nareit White Paper”) defines funds from operations as
net income (computed in accordance with GAAP), excluding gains or losses on sales of real estate, and impairments of real estate, plus
depreciation and amortization of operating real estate assets, and after adjustments for our share of consolidated and unconsolidated
partnerships and real estate joint ventures. Impairments represent the write-down of assets when fair value over the recoverability
period is less than the carrying value due to changes in general market conditions and do not necessarily reflect the operating
performance of the properties during the corresponding period.
We compute funds from operations, as adjusted, as funds from operations calculated in accordance with the Nareit White
Paper, excluding significant gains, losses, and impairments realized on non-real estate investments, unrealized gains or losses on non-
real estate investments, impairments of real estate primarily consisting of right-of-use assets and pre-acquisition costs related to
projects that we decided to no longer pursue, gains or losses on early extinguishment of debt, changes in the provision for expected
credit losses on financial instruments, significant termination fees, acceleration of stock compensation expense due to the resignations
of executive officers, deal costs, the income tax effect related to such items, and the amount of such items that is allocable to our
unvested restricted stock awards. We compute the amount that is allocable to our unvested restricted stock awards with nonforfeitable
dividends using the two-class method. Under the two-class method, we allocate net income (after amounts attributable to noncontrolling
interests) to common stockholders and to unvested restricted stock awards with nonforfeitable dividends by applying the respective
weighted-average shares outstanding during each quarter-to-date and year-to-date period. This may result in a difference of the
summation of the quarter-to-date and year-to-date amounts. Neither funds from operations nor funds from operations, as adjusted,
should be considered as alternatives to net income (determined in accordance with GAAP) as indications of financial performance, or to
cash flows from operating activities (determined in accordance with GAAP) as measures of liquidity, nor are they indicative of the
availability of funds for our cash needs, including our ability to make distributions.
We are not able to forecast the net income of future periods without unreasonable effort, and therefore do not provide a
reconciliation for funds from operations on a forward-looking basis. This is due to the inherent difficulty of forecasting the timing and/or
amount of items that depend on market conditions outside of our control, including the timing of dispositions, capital events, and
financing decisions, as well as components such as gain on sales of real estate, unrealized gains or losses on non-real estate
investments, impairments of real estate, impairments of non-real estate investments, and changes in provision for expected credit
losses on financial instruments. Our attempt to predict these amounts may produce significant but inaccurate estimates, which would
potentially be misleading for our investors.
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The following tables present a reconciliation of net income (loss) attributable to Alexandria Real Estate Equities, Inc.’s common
stockholders, the most directly comparable financial measure presented in accordance with GAAP, including our share of amounts from
consolidated and unconsolidated real estate joint ventures, to funds from operations attributable to Alexandria Real Estate Equities,
Inc.’s common stockholders – diluted, and funds from operations attributable to Alexandria Real Estate Equities, Inc.’s common
stockholders – diluted, as adjusted, and the related per share amounts for the three and nine months ended September 30, 2026 and
2025 (in thousands, except per share amounts). Per share amounts may not add due to rounding.
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026
2025
2026
2025
Net loss attributable to Alexandria Real Estate Equities, Inc.’s
common stockholders – basic and diluted
$(638,452)
$(234,937)
$(351,419)
$(356,147)
Depreciation and amortization of real estate assets
302,240
338,182
907,774
1,021,292
Noncontrolling share of depreciation and amortization from
consolidated real estate JVs
(32,458)
(45,327)
(93,449)
(114,785)
Our share of depreciation and amortization from unconsolidated
real estate JVs
858
852
2,577
2,848
Gain on sales of real estate
—
(9,824)
—
(22,989)
Impairment of real estate – rental properties and land
637,904
(1)
323,870
865,873
454,960
Allocation to unvested restricted stock awards
(1,042)
(1,648)
(7,141)
(3,590)
Funds from operations attributable to Alexandria Real Estate
Equities, Inc.’s common stockholders – diluted(2)
269,050
371,168
1,324,215
981,589
Unrealized (gains) losses on non-real estate investments
(21,563)
(18,515)
(143,164)
71,568
Impairment of non-real estate investments
13,580
(3)
25,139
35,026
75,535
Impairment of real estate
—
—
—
39,343
Loss (gain) on early extinguishment of debt
3,323
107
(363,112)
107
Increase in provision for expected credit losses on financial
instruments
—
—
—
285
Allocation to unvested restricted stock awards
33
(74)
3,496
(2,156)
Funds from operations attributable to Alexandria Real Estate
Equities, Inc.’s common stockholders – diluted, as adjusted
$264,423
$377,825
$856,461
$1,166,271
(1)Refer to “Sales of real estate assets and impairment of real estate” in Note 3 – “Investments in real estate” to our unaudited consolidated financial statements in Item 1
for additional information.
(2)Calculated in accordance with standards established by the Nareit Board of Governors.
(3)Primarily relates to one non-real estate investment in a privately held entity that does not report NAV.
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Three Months Ended
September 30,
Nine Months Ended
September 30,
(Per share)
2026
2025
2026
2025
Net loss per share attributable to Alexandria Real Estate
Equities, Inc.’s common stockholders – diluted
$(3.74)
$(1.38)
$(2.06)
$(2.09)
Depreciation and amortization of real estate assets
1.58
1.73
4.77
5.34
Gain on sales of real estate
—
(0.06)
—
(0.14)
Impairment of real estate – rental properties and land
3.74
1.90
5.07
2.67
Allocation to unvested restricted stock awards
(0.01)
(0.01)
(0.04)
(0.02)
Funds from operations per share attributable to Alexandria
Real Estate Equities, Inc.’s common stockholders – diluted
1.57
2.18
7.74
5.76
Unrealized (gains) losses on non-real estate investments
(0.13)
(0.11)
(0.84)
0.42
Impairment of non-real estate investments
0.08
0.15
0.20
0.45
Impairment of real estate
—
—
—
0.23
Loss (gain) on early extinguishment of debt
0.02
—
(2.12)
—
Allocation to unvested restricted stock awards
—
—
0.02
(0.01)
Funds from operations per share attributable to Alexandria
Real Estate Equities, Inc.’s common stockholders –
diluted, as adjusted
$1.54
$2.22
$5.00
$6.85
Weighted-average shares of common stock outstanding –
diluted(1)
Earnings per share – diluted
170,751
170,181
170,689
170,278
Funds from operations – diluted, per share
171,418
170,305
171,169
170,351
Funds from operations – diluted, as adjusted, per share
171,418
170,305
171,169
170,351
 
(1)Refer to “Weighted-average shares of common stock outstanding – diluted” in this section for additional information.
The following table reconciles net income (loss) to funds from operations for the share of consolidated real estate joint
ventures attributable to noncontrolling interests and our share of unconsolidated real estate joint ventures for the three and nine months
ended September 30, 2026 (in thousands):
Noncontrolling Interest Share of
Consolidated Real Estate Joint Ventures
Our Share of Unconsolidated
Real Estate Joint Ventures
September 30, 2026
September 30, 2026
Three Months Ended
Nine Months Ended
Three Months Ended
Nine Months Ended
Net income
$38,754
$109,292
$75
$341
Depreciation and amortization of
real estate assets
32,458
93,449
858
2,577
Funds from operations
$71,212
$202,741
$933
$2,918
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Adjusted EBITDA and Adjusted EBITDA margin
We use Adjusted EBITDA as a supplemental performance measure of our operations, for financial and operational decision-
making, and as a supplemental means of evaluating period-to-period comparisons on a consistent basis. Adjusted EBITDA is calculated
as earnings before interest, taxes, depreciation, and amortization (“EBITDA”), excluding stock compensation expense, gains or losses
on early extinguishment of debt, gains or losses on sales of real estate, impairments of real estate, changes in provision for expected
credit losses on financial instruments, and significant termination fees. Adjusted EBITDA also excludes unrealized gains or losses and
significant realized gains or losses and impairments that result from our non-real estate investments. These non-real estate investment
amounts are classified in our consolidated statements of operations outside of total revenues.
We believe Adjusted EBITDA provides investors with relevant and useful information as it allows investors to evaluate the
operating performance of our business activities without having to account for differences recognized because of investing and
financing decisions related to our real estate and non-real estate investments, our capital structure, capital market transactions, and
variances resulting from the volatility of market conditions outside of our control. For example, we exclude gains or losses on the early
extinguishment of debt to allow investors to measure our performance independent of our indebtedness and capital structure. We
believe that adjusting for the effects of impairments and gains or losses on sales of real estate, significant impairments and realized
gains or losses on non-real estate investments, changes in provision for expected credit losses on financial instruments, and significant
termination fees allows investors to evaluate performance from period to period on a consistent basis without having to account for
differences recognized because of investing and financing decisions related to our real estate and non-real estate investments or other
corporate activities that may not be representative of the operating performance of our properties.
In addition, we believe that excluding charges related to stock compensation and unrealized gains or losses facilitates
investors’ comparison of our business activities across periods without the volatility resulting from market forces outside of our control.
Adjusted EBITDA has limitations as a measure of our performance. Adjusted EBITDA does not reflect our historical expenditures or
future requirements for capital expenditures or contractual commitments. While Adjusted EBITDA is a relevant measure of performance,
it does not represent net income (loss) or cash flows from operations calculated and presented in accordance with GAAP, and it should
not be considered as an alternative to those indicators in evaluating performance or liquidity.
In order to calculate the Adjusted EBITDA margin, we divide Adjusted EBITDA by total revenues as presented in our
consolidated statements of operations. We believe that this supplemental performance measure provides investors with additional
useful information regarding the profitability of our operating activities.
We are not able to forecast the net income of future periods without unreasonable effort, and therefore do not provide a
reconciliation for Adjusted EBITDA on a forward-looking basis. This is due to the inherent difficulty of forecasting the timing and/or
amount of items that depend on market conditions outside of our control, including the timing of dispositions, capital events, and
financing decisions, as well as quarterly components such as gain on sales of real estate, unrealized gains or losses on non-real estate
investments, impairments of real estate, impairments of non-real estate investments, and changes in provision for expected credit
losses on financial instruments. Our attempt to predict these amounts may produce significant but inaccurate estimates, which would
potentially be misleading for our investors.
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The following table reconciles net income (loss), the most directly comparable financial measure calculated and presented in
accordance with GAAP, to Adjusted EBITDA and calculates the Adjusted EBITDA margin for the three and nine months ended
September 30, 2026 and 2025 (dollars in thousands):
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026
2025
2026
2025
Net loss
$(598,932)
$(197,845)
$(239,524)
$(221,372)
Interest expense
79,687
54,852
208,613
161,024
Income taxes
2,609
3,737
7,679
5,902
Depreciation and amortization
304,419
340,230
914,244
1,028,415
Stock compensation expense
11,953
10,293
33,131
32,887
Loss (gain) on early extinguishment of debt
3,323
107
(363,112)
107
Gain on sales of real estate
—
(9,366)
—
(22,531)
Unrealized (gains) losses on non-real estate investments
(21,563)
(18,515)
(143,164)
71,568
Impairment of non-real estate investments
13,580
25,139
35,026
75,535
Impairment of real estate
637,904
323,870
865,873
485,630
Increase in provision for expected credit losses on financial
instruments
—
—
—
285
Adjusted EBITDA
$432,980
$532,502
$1,318,766
$1,617,450
Total revenues
$671,182
$751,944
$2,004,988
$2,272,142
Adjusted EBITDA margin
65%
71%
66%
71%
Advanced technology
Advanced technology space serves tech office and non-life-science users whose operations require building characteristics,
infrastructure, or systems beyond those typically found in traditional office space. Similar to laboratory space, advanced technology
space may require enhanced floor-loading capacity; increased electrical capacity, redundancy, and resilience; greater floor-to-floor
heights or clear heights; enhanced freight and loading access; enhanced security features; and specialized HVAC, exhaust, or other
critical building systems.
Annual rental revenue
 
Annual rental revenue represents the annualized fixed base rental obligations, calculated in accordance with GAAP. It includes
the amortization of deferred revenue related to tenant-funded and tenant-built landlord improvements for leases in effect as of the end
of the period, related to our operating RSF. Annual rental revenue is presented using 100% of the annual rental revenue from our
consolidated properties and our share of annual rental revenue for our unconsolidated real estate joint ventures. Annual rental revenue
per RSF is computed by dividing annual rental revenue by the sum of 100% of the RSF of our consolidated properties and our share of
the RSF of properties held in unconsolidated real estate joint ventures. As of September 30, 2026, approximately 91% of our leases (on
an annual rental revenue basis) were triple net leases, which require tenants to pay substantially all real estate taxes, insurance,
utilities, repairs and maintenance, common area expenses, and other operating expenses (including increases thereto) in addition to
base rent. Annual rental revenue excludes these operating expenses recovered from our tenants. Amounts recovered from our tenants
related to these operating expenses, along with base rent, are classified in income from rentals in our consolidated statements of
operations.
Capitalization rates
Capitalization rates are calculated based on net operating income and net operating income (cash basis) annualized,
excluding lease termination fees, on stabilized operating assets for the quarter preceding the date on which the property is sold, or
near-term prospective net operating income.
Capitalized interest
We capitalize interest cost as a cost of a project during periods for which activities necessary to develop, redevelop, or
reposition a project for its intended use are ongoing, provided that expenditures for the asset have been made and interest cost has
118
been incurred. Activities necessary to develop, redevelop, or reposition a project include pre-construction activities such as
entitlements, permitting, design, site work, and other activities preceding commencement of construction of aboveground building
improvements. The advancement of pre-construction efforts is focused on reducing the time required to deliver projects to prospective
tenants. These critical activities add significant value for future ground-up development and are required for the vertical construction of
buildings. If we cease activities necessary to prepare a project for its intended use, interest costs related to such project are expensed
as incurred.
Cash interest
Cash interest is equal to interest expense calculated in accordance with GAAP plus capitalized interest, less amortization of
loan fees, debt premiums (discounts) and interest expense associated with the equity treatment of junior subordinated notes payable.
Refer to “Fixed-charge coverage ratio” in this section for a reconciliation of interest expense, the most directly comparable financial
measure calculated and presented in accordance with GAAP, to cash interest.
Class A/A+ properties and AAA locations
Class A/A+ properties are properties clustered in AAA locations that provide innovative tenants with highly dynamic and
collaborative environments that enhance their ability to successfully recruit and retain world-class talent and inspire productivity,
efficiency, creativity, and success. These properties are typically well-located, professionally managed, and well-maintained, offering a
wide range of amenities and featuring premium construction materials and finishes. Class A/A+ properties are generally newer or have
undergone substantial redevelopment and are generally expected to command higher annual rental rates compared to other classes of
similar properties. AAA locations are in close proximity to concentrations of specialized skills, knowledge, institutions, and related
businesses. It is important to note that our definition of property classification may not be directly comparable to other equity REITs.
Credit rating
Represents the credit ratings assigned by S&P Global Ratings or Moody’s Ratings as of September 30, 2026. A credit rating is
not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time.
Development, redevelopment, and pre-construction
A key component of our business model is our disciplined allocation of capital to the development and redevelopment of new
Class A/A+ properties, as well as property enhancements identified during the underwriting of certain acquired properties. These efforts
are primarily concentrated in collaborative Megacampus ecosystems within AAA life science and advanced technology innovation
clusters, as well as other strategic locations that support innovation and growth. These projects are generally focused on providing high-
quality, generic, and reusable spaces that meet the real estate requirements of a wide range of tenants. Upon completion, each
development or redevelopment project is expected to generate increases in rental income, net operating income, and cash flows. Our
development and redevelopment projects are generally in locations that are highly desirable to high-quality entities, which we believe
results in higher occupancy levels, longer lease terms, higher rental income, higher returns, and greater long-term asset value.
Development projects generally consist of the ground-up development of generic and reusable laboratory facilities.
Redevelopment projects generally consist of the permanent change in use of acquired office, warehouse, or shell space into facilities
designed for life science innovation or advanced technology. We generally will not commence new development projects for
aboveground construction of new Class A/A+ laboratory space without first securing significant pre-leasing for such space, except when
there is solid market demand for high-quality Class A/A+ properties.
Pre-construction activities include entitlements, permitting, design, site work, and other activities preceding commencement of
construction of aboveground building improvements. The advancement of pre-construction efforts is focused on reducing the time
required to deliver projects to prospective tenants. These critical activities add significant value for future ground-up development and
are required for the vertical construction of buildings. Ultimately, these projects will provide high-quality facilities and are expected to
generate significant revenue and cash flows.
Development, redevelopment, and pre-construction spending also includes the following costs: (i) amounts to bring certain
acquired properties up to market standard and/or other costs identified during the acquisition process (generally within two years of
acquisition) and (ii) permanent conversion of space for highly flexible, move-in-ready laboratory space to foster the growth of promising
early- and growth-stage life science companies.
Revenue-enhancing and repositioning capital expenditures represent spending to reposition or significantly change the use of
a property, including through improvement in the asset quality from Class B to Class A/A+.
Non-revenue-enhancing capital expenditures represent costs required to maintain the current revenues of a stabilized
property, including the associated costs for renewed and re-leased space.
119
Dividend payout ratio (common stock)
Dividend payout ratio (common stock) is the ratio of the absolute dollar amount of dividends on our common stock (shares of
common stock outstanding on the respective record dates multiplied by the related dividend per share) to funds from operations
attributable to Alexandria’s common stockholders – diluted, as adjusted.
Dividend yield
Dividend yield for the quarter represents the annualized quarterly dividend per share divided by the closing common stock
price at the end of the quarter.
Fixed-charge coverage ratio
Fixed-charge coverage ratio is a non-GAAP financial measure representing the ratio of Adjusted EBITDA to cash interest and
fixed charges. We believe that this ratio is useful to investors as a supplemental measure of our ability to satisfy fixed financing
obligations and preferred stock dividends. Fixed charges equal interest expense calculated in accordance with GAAP plus capitalized
interest, plus preferred stock dividends, less amortization of loan fees and debt premiums (discounts), and less any portion of interest
expense or preferred stock dividends incurred from any corresponding portion of any hybrid instrument that is treated as equity,
generally consistent with the treatment by key rating agencies, as excluding such amounts provides investors with useful supplemental
information regarding the effect of that equity-credit treatment on our credit profile and fixed-charge coverage.
The following table reconciles interest expense, the most directly comparable financial measure calculated and presented in
accordance with GAAP, to cash interest and computes fixed-charge coverage ratio for the three and nine months ended September 30,
2026 and 2025 (dollars in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Adjusted EBITDA
$432,980
$532,502
$1,318,766
$1,617,450
Interest expense
$79,687
$54,852
$208,613
$161,024
Capitalized interest
62,922
86,091
206,612
248,579
Amortization of loan fees
(4,422)
(4,505)
(13,267)
(13,811)
Amortization of debt discounts
(353)
(325)
(1,025)
(1,009)
Interest expense associated with the equity
treatment of junior subordinated notes
payable(1)
(4,028)
—
(4,028)
—
Cash interest and fixed charges
$133,806
$136,113
$396,905
$394,783
Fixed-charge coverage ratio:
– period annualized
3.2x
3.9x
3.3x
4.1x
– trailing 12 months
3.4x
4.1x
3.4x
4.1x
(1)Represents 50% of the interest expense associated with our junior subordinated notes payable, corresponding to the portion of the related amount that key rating
agencies treat as equivalent to a common dividend for credit-analysis purposes.
We are not able to forecast the net income of future periods without unreasonable effort, and therefore do not provide a
reconciliation for fixed-charge coverage ratio on a forward-looking basis. This is due to the inherent difficulty of forecasting the timing
and/or amount of items that depend on market conditions outside of our control, including the timing of dispositions, capital events, and
financing decisions, as well as quarterly components such as gain on sales of real estate, unrealized gains or losses on non-real estate
investments, impairments of real estate, impairments of non-real estate investments, and changes in provision for expected credit
losses on financial instruments. Our attempt to predict these amounts may produce significant but inaccurate estimates, which would
potentially be misleading for our investors.
120
Gross assets
Gross assets are calculated as total assets plus accumulated depreciation as of September 30, 2026 and December 31, 2025
(in thousands):
September 30, 2026
December 31, 2025
Total assets
$34,051,722
$34,081,835
Accumulated depreciation
6,879,381
6,127,525
Gross assets
$40,931,103
$40,209,360
Incremental annual net operating income on development and redevelopment projects
Incremental annual net operating income represents the annualized net operating income expected to be realized upon a
project being placed into service and achieving stabilized occupancy. For projects placed into service during the period, the incremental
annual net operating income disclosed excludes future incremental annual net operating income from space that was vacant or
unleased at delivery. Incremental annual net operating income is calculated as the initial stabilized yield multiplied by the project’s total
cost at completion.
Initial stabilized yield (unlevered)
Initial stabilized yield is calculated as the estimated amounts of net operating income at stabilization divided by our investment
in the property. For this calculation, we exclude any tenant-funded and tenant-built landlord improvements from our investment in the
property. Our initial stabilized yield excludes the benefit of leverage. Our cash rents related to our development and redevelopment
projects are generally expected to increase over time due to contractual annual rent escalations. Our estimates for initial stabilized
yields, initial stabilized yields (cash basis), and total costs at completion represent our initial estimates at the commencement of the
project. We expect to update this information upon completion of the project, or sooner if there are significant changes to the expected
project yields or costs.
•Initial stabilized yield reflects rental income, including contractual rent escalations and any rent concessions over the
term(s) of the lease(s), calculated on a straight-line basis, and any amortization of deferred revenue related to tenant-
funded and tenant-built landlord improvements.
•Initial stabilized yield (cash basis) reflects cash rents at the stabilization date after initial rental concessions, if any, have
elapsed and our total cash investment in the property.
Investment-grade or publicly traded large cap tenants
Investment-grade or publicly traded large cap tenants represent tenants that are investment-grade rated or publicly traded
companies with an average daily market capitalization greater than $10 billion for the twelve months ended September 30, 2026, as
reported by Bloomberg Professional Services. Credit ratings from Moody’s Ratings and S&P Global Ratings reflect credit ratings of the
tenant’s parent entity, and there can be no assurance that a tenant’s parent entity will satisfy the tenant’s lease obligation upon such
tenant’s default. We monitor the credit quality and related material changes of our tenants. Material changes that cause a tenant’s
market capitalization to decrease below $10 billion, which are not immediately reflected in the twelve-month average, may result in their
exclusion from this measure.
Investments in real estate
The following table presents our new Class A/A+ development and redevelopment pipeline, excluding properties held for sale,
as a percentage of gross assets and as a percentage of annual rental revenue as of September 30, 2026 (dollars in thousands):
Book Value
Percentage of
Gross Assets
Projects under active construction
$1,043,255
3%
Future development projects(1) and land parcels primarily located in Megacampuses
3,584,278
9
Total Class A/A+ development and redevelopment pipeline, excluding properties held for
sale
4,627,533
12
Properties held for sale – land and development parcels
480,134
1
Total Class A/A+ development and redevelopment pipeline
$5,107,667
13%
(1)Includes projects with existing buildings that are generating or can generate operating cash flows. Also includes development rights associated with existing operating
campuses.
121
The square footage presented in the table below is classified as operating as of September 30, 2026, and excludes properties
classified as held for sale. These lease expirations or vacant space at recently acquired properties represent future opportunities for which
we intend, subject to market conditions and leasing, to commence first-time conversion from non-laboratory space to laboratory space,
or to commence future ground-up development:
Dev/Redev
RSF of Lease Expirations Targeted for
Development and Redevelopment
Property/Submarket
2026
2027
Thereafter(1)
Total
Future projects:
446, 458, and 500 Arsenal Street/Cambridge/Inner Suburbs
Dev
—
—
116,623
116,623
Campus Point by Alexandria/University Town Center
Dev
—
—
96,805
96,805
Sequence District by Alexandria/Sorrento Mesa
Dev/Redev
—
—
457,013
457,013
1150 El Camino Real/South San Francisco
Dev
—
—
152,000
152,000
960 Industrial Road/San Carlos
Dev
—
—
112,590
112,590
Total
—
—
935,031
935,031
(1)Includes vacant square footage as of September 30, 2026.
Joint venture financial information
We present components of balance sheet and operating results information related to our real estate joint ventures, which are
not presented, or intended to be presented, in accordance with GAAP. We present the proportionate share of certain financial line items
as follows: (i) for each real estate joint venture that we consolidate in our financial statements, which are controlled by us through
contractual rights or majority voting rights, but of which we own less than 100%, we apply the noncontrolling interest economic
ownership percentage to each financial item to arrive at the amount of such cumulative noncontrolling interest share of each component
presented; and (ii) for each real estate joint venture that we do not control and do not consolidate, which are instead controlled jointly or
by our joint venture partners through contractual rights or majority voting rights, we apply our economic ownership percentage to each
financial item to arrive at our proportionate share of each component presented.
The components of balance sheet and operating results information related to our real estate joint ventures do not represent
our legal claim to those items. For each entity that we do not wholly own, the joint venture agreement generally determines what equity
holders can receive upon capital events, such as sales or refinancing, or in the event of a liquidation. Equity holders are normally
entitled to their respective legal ownership of any residual cash from a joint venture only after all liabilities, priority distributions, and
claims have been repaid or satisfied.
We believe that this information can help investors estimate the balance sheet and operating results information related to our
partially owned entities. Presenting this information provides a perspective not immediately available from consolidated financial
statements and one that can supplement an understanding of the joint venture assets, liabilities, revenues, and expenses included in
our consolidated results.
The components of balance sheet and operating results information related to our real estate joint ventures are limited as an
analytical tool as the overall economic ownership interest does not represent our legal claim to each of our joint ventures’ assets,
liabilities, or results of operations. In addition, joint venture financial information may include financial information related to the
unconsolidated real estate joint ventures that we do not control. We believe that, to facilitate investors’ clear understanding of our
operating results and our total assets and liabilities, joint venture financial information should be examined in conjunction with our
consolidated statements of operations and balance sheets. Joint venture financial information should not be considered an alternative
to our consolidated financial statements, which are presented and prepared in accordance with GAAP.
122
Megacampus™
A Megacampus ecosystem is a cluster campus that consists of approximately 1 million RSF or greater, including operating,
active development/redevelopment, and land RSF less operating RSF expected to be demolished. The following table reconciles our
annual rental revenue and development and redevelopment pipeline RSF, excluding properties classified as held for sale, as of
September 30, 2026 (dollars in thousands):
Annual Rental
Revenue
Development and
Redevelopment
Pipeline RSF
Megacampus
$1,485,494
15,575,865
Core and non-core
378,257
3,973,991
Total
$1,863,751
19,549,856
Megacampus as a percentage of annual rental revenue and of total development and
redevelopment pipeline RSF
80%
80%
Net cash provided by operating activities, as adjusted
We use net cash provided by operating activities, as adjusted, as a supplemental measure for financial and operational
decision-making, and as a supplemental means of evaluating period-to-period comparisons on a consistent basis. Net cash provided by
operating activities, as adjusted, is calculated as net cash provided by operating activities as shown in our consolidated statements of
cash flows, adjusted for changes in operating assets and liabilities (as they represent timing differences), and reduced by dividends and
distributions to noncontrolling interests (excludes liquidating distributions from asset sales).
We believe net cash provided by operating activities, as adjusted, provides investors with relevant and useful information as it
allows investors to evaluate our operating cash flows on a more consistent basis that excludes period-to-period timing differences in
operating assets and liabilities (working capital) and reflects cash dividends and distributions paid quarterly.
The following table reconciles net cash flows from operating activities, the most directly comparable financial measure
presented in accordance with GAAP, to net cash provided by operating activities, as adjusted:
Nine Months Ended September 30,
(in thousands)
2026
2025
Net cash provided by operating activities
$875,410
1,101,668
Changes in operating assets and liabilities
154,064
188,563
Common stock dividends paid
(371,427)
(684,419)
Distributions to noncontrolling interests
(171,248)
(186,725)
Net cash provided by operating activities, as adjusted
$486,799
$419,087
Net debt and preferred stock to Adjusted EBITDA
Net debt and preferred stock to Adjusted EBITDA is a non-GAAP financial measure that we believe is useful to investors as a
supplemental measure for evaluating our balance sheet leverage. Net debt and preferred stock is calculated at the end of the applicable
period and equals total consolidated debt (including secured debt, unsecured senior debt, and junior subordinated debt) plus preferred
stock, less cash, cash equivalents, restricted cash, and the portion of any hybrid instrument included in debt or preferred stock that is
treated as equity, generally consistent with the treatment by key rating agencies, as excluding such amounts provides investors with
useful supplemental information regarding the effect of that equity-credit treatment on our leverage. Refer to “Adjusted EBITDA and
Adjusted EBITDA margin” in this section for further information on the calculation of Adjusted EBITDA.
We are not able to forecast the net income of future periods without unreasonable effort, and therefore do not provide a
reconciliation for net debt and preferred stock to Adjusted EBITDA on a forward-looking basis. This is due to the inherent difficulty of
forecasting the timing and/or amount of items that depend on market conditions outside of our control, including the timing of
dispositions, capital events, and financing decisions, as well as quarterly components such as gain on sales of real estate, unrealized
gains or losses on non-real estate investments, impairments of real estate, impairments of non-real estate investments, and changes in
provision for expected credit losses on financial instruments. Our attempt to predict these amounts may produce significant but
inaccurate estimates, which would potentially be misleading for our investors.
123
The following table reconciles debt to net debt and preferred stock and computes the ratio to Adjusted EBITDA as of
September 30, 2026 and December 31, 2025 (dollars in thousands):
September 30, 2026
December 31, 2025
Unsecured senior notes payable
$10,820,687
$12,047,394
Junior subordinated notes payable
985,143
—
Unsecured senior line of credit and commercial paper
1,091,166
353,161
Unamortized deferred financing costs
79,954
74,314
Cash and cash equivalents
(508,855)
(549,062)
Restricted cash
(4,908)
(4,693)
Equity treatment of junior subordinated notes payable(1)
(500,000)
—
Preferred stock
—
—
Net debt and preferred stock
$11,963,187
$11,921,114
Adjusted EBITDA:
– quarter annualized
$1,731,920
$2,097,444
– trailing 12 months
$1,843,127
$2,141,811
Net debt and preferred stock to Adjusted EBITDA:
– quarter annualized
6.9x
5.7x
– trailing 12 months
6.5x
5.6x
(1)Represents the 50% equity treatment assigned by key rating agencies to the $1.0 billion principal amount of our junior subordinated notes payable.
124
Net operating income, net operating income (cash basis), and operating margin
The following table reconciles net income (loss) to net operating income and net operating income (cash basis) and computes
operating margin for the three and nine months ended September 30, 2026 and 2025 (dollars in thousands):
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026
2025
2026
2025
Net loss
$(598,932)
$(197,845)
$(239,524)
$(221,372)
Equity in (earnings) losses of unconsolidated real estate joint
ventures
(75)
(201)
(341)
9,327
General and administrative expenses
40,915
29,224
112,461
89,027
Interest expense
79,687
54,852
208,613
161,024
Depreciation and amortization
304,419
340,230
914,244
1,028,415
Impairment of real estate
637,904
323,870
865,873
485,630
Loss (gain) on early extinguishment of debt
3,323
107
(363,112)
107
Gain on sales of real estate
—
(9,366)
—
(22,531)
Investment (income) losses
(23,990)
(28,161)
(152,635)
52,453
Net operating income
443,251
512,710
1,345,579
1,582,080
Straight-line rent revenue
(2,466)
(18,821)
(21,229)
(59,380)
Amortization of deferred revenue related to tenant-funded
and -built landlord improvements
(11,992)
(5,455)
(24,881)
(9,507)
Amortization of acquired below-market leases
(8,233)
(6,456)
(22,229)
(31,874)
Provision for expected credit losses on financial instruments
—
—
—
285
Net operating income (cash basis)
$420,560
$481,978
$1,277,240
$1,481,604
Net operating income (cash basis) – annualized
$1,682,240
$1,927,912
$1,702,987
$1,975,472
Net operating income (from above)
$443,251
$512,710
$1,345,579
$1,582,080
Total revenues
$671,182
$751,944
$2,004,988
$2,272,142
Operating margin
66%
68%
67%
70%
Net operating income is a non-GAAP financial measure calculated as net income (loss), the most directly comparable financial
measure calculated and presented in accordance with GAAP, excluding equity in the earnings of our unconsolidated real estate joint
ventures, general and administrative expenses, interest expense, depreciation and amortization, impairments of real estate, gains or
losses on early extinguishment of debt, gains or losses on sales of real estate, and investment income or loss. We believe net operating
income provides useful information to investors regarding our financial condition and results of operations because it primarily reflects
those income and expense items that are incurred at the property level. Therefore, we believe net operating income is a useful measure
for investors to evaluate the operating performance of our consolidated real estate assets. Net operating income on a cash basis is net
operating income adjusted to exclude the effect of straight-line rent, amortization of acquired above- and below-market lease revenue,
amortization of deferred revenue related to tenant-funded and tenant-built landlord improvements, and changes in the provision for
expected credit losses on financial instruments required by GAAP. We believe that net operating income on a cash basis is helpful to
investors as an additional measure of operating performance because it eliminates straight-line rent revenue and the amortization of
acquired above- and below-market leases and tenant-funded and tenant-built landlord improvements.
125
Furthermore, we believe net operating income is useful to investors as a performance measure of our consolidated properties
because, when compared across periods, net operating income reflects trends in occupancy rates, rental rates, and operating costs,
which provide a perspective not immediately apparent from net income or loss. Net operating income can be used to measure the initial
stabilized yields of our properties by calculating net operating income generated by a property divided by our investment in the property.
Net operating income excludes certain components from net income in order to provide results that are more closely related to the
results of operations of our properties. For example, interest expense is not necessarily linked to the operating performance of a real
estate asset and is often incurred at the corporate level rather than at the property level. In addition, depreciation and amortization,
because of historical cost accounting and useful life estimates, may distort comparability of operating performance at the property level.
Impairments of real estate have been excluded in deriving net operating income because we do not consider impairments of real estate
to be property-level operating expenses. Impairments of real estate relate to changes in the values of our assets and do not reflect the
current operating performance with respect to related revenues or expenses. Our impairments of real estate represent the write-down in
the value of the assets to the estimated fair value less cost to sell for assets held for sale or to their estimated fair value for assets held
and used. These impairments result from investing decisions or a deterioration in market conditions or changes in the intended use of a
property. We also exclude realized and unrealized investment gain or loss, which results from investment decisions that occur at the
corporate level related to non-real estate investments in publicly traded companies and certain privately held entities. Therefore, we do
not consider these activities to be an indication of operating performance of our real estate assets at the property level. Our calculation
of net operating income also excludes charges incurred from changes in certain financing decisions, such as losses on early
extinguishment of debt and changes in provision for expected credit losses on financial instruments, as these charges often relate to
corporate strategy. Property operating expenses included in determining net operating income primarily consist of costs that are related
to our operating properties, such as utilities, repairs, and maintenance; rental expense related to ground leases; contracted services,
such as janitorial, engineering, and landscaping; property taxes and insurance; and property-level salaries. General and administrative
expenses consist primarily of accounting and corporate compensation, corporate insurance, professional fees, rent, and supplies that
are incurred as part of corporate office management. We calculate operating margin as net operating income divided by total revenues.
We believe that, to facilitate investors’ clear understanding of our operating results, net operating income should be examined
in conjunction with net income or loss as presented in our consolidated statements of operations. Net operating income should not be
considered as an alternative to net income or loss as an indication of our performance, nor as an alternative to cash flows as a measure
of our liquidity or our ability to make distributions.
We are not able to forecast the net income of future periods without unreasonable effort, and therefore do not provide a
reconciliation for net operating income on a forward-looking basis. This is due to the inherent difficulty of forecasting the timing and/or
amount of items that depend on market conditions outside of our control, including the timing of dispositions, capital events, and
financing decisions, as well as components such as gain on sales of real estate, unrealized gains or losses on non-real estate
investments, impairments of real estate, impairments of non-real estate investments, and changes in provision for expected credit
losses on financial instruments. Our attempt to predict these amounts may produce significant but inaccurate estimates, which would
potentially be misleading for our investors.
Operating statistics
We present certain operating statistics related to our properties, including number of properties, RSF, occupancy percentage,
leasing activity, and contractual lease expirations as of the end of the period. We believe these measures are useful to investors
because they facilitate an understanding of certain trends for our properties. We compute the number of properties, RSF, occupancy
percentage, leasing activity, and contractual lease expirations at 100%, excluding RSF at properties classified as held for sale, for all
properties in which we have an investment, including properties owned by our consolidated and unconsolidated real estate joint
ventures. For operating metrics based on annual rental revenue, refer to “Annual rental revenue” in this section.
Same property comparisons
As a result of changes within our total property portfolio during the comparative periods presented, including changes from
assets acquired or sold, properties placed into development or redevelopment, and development or redevelopment properties recently
placed into service, the consolidated total income from rentals, as well as rental operating expenses in our operating results, can show
significant changes from period to period. In order to supplement an evaluation of our results of operations over a given quarterly or
annual period, we analyze the operating performance for all consolidated properties that were fully operating for the entirety of the
comparative periods presented, referred to as same properties. We separately present quarterly and year-to-date same property results
to align with the interim financial information required by the SEC in our management’s discussion and analysis of our financial
condition and results of operations. These same properties are analyzed separately from properties acquired subsequent to the first day
in the earliest comparable quarterly or year-to-date period presented, properties that underwent development or redevelopment at any
time during the comparative periods, unconsolidated real estate joint ventures, properties classified as held for sale, and corporate
entities (legal entities performing general and administrative functions), which are excluded from same property results. Additionally,
termination fees, if any, are excluded from the results of same properties. Refer to “Same properties” in Item 2 for additional information.
126
Stabilized occupancy date
The stabilized occupancy date represents the estimated date on which a development or redevelopment project is expected to
reach occupancy of 95% or greater.
Tenant collections
Tenant collections represent the percentage of recognized rental income billed during the respective quarter that has been
collected as of the date of this report. Rental income from tenants for whom collection is considered not probable is recognized only
upon receipt of cash and, accordingly, is included in this calculation only to the extent recognized and collected.
Tenant recoveries
Tenant recoveries represent revenues comprising reimbursement of real estate taxes, insurance, utilities, repairs and
maintenance, common area expenses, and other operating expenses and are earned in the period during which the applicable
expenses are incurred and the tenant’s obligation to reimburse us arises.
We classify rental revenues and tenant recoveries generated through the leasing of real estate assets within revenues in
income from rentals in our consolidated statements of operations. We provide investors with a separate presentation of rental revenues
and tenant recoveries in “Results of operations” in Item 2 because we believe it promotes investors’ understanding of our operating
results. We believe that the presentation of tenant recoveries is useful to investors as a supplemental measure of our ability to recover
operating expenses under our triple net leases, including recoveries of utilities, repairs and maintenance, insurance, property taxes,
common area expenses, and other operating expenses, and of our ability to mitigate the effect on net income of any significant
variability in components of our operating expenses.
The following table reconciles income from rentals to tenant recoveries for the three and nine months ended September 30,
2026 and 2025 (in thousands):
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026
2025
2026
2025
Income from rentals
$653,618
$735,849
$1,949,841
$2,216,303
Rental revenues
(481,348)
(541,070)
(1,442,723)
(1,646,559)
Tenant recoveries
$172,270
$194,779
$507,118
$569,744
127
Total debt and preferred stock, as adjusted
Total debt and preferred stock, as adjusted, is calculated at the end of the applicable period and equals total consolidated debt
(including secured debt, unsecured senior, and junior subordinated debt) plus preferred stock, less the portion of any hybrid instrument
included in debt or preferred stock that is treated as equity, generally consistent with the treatment by key rating agencies, as excluding
such amounts provides investors with useful supplemental information regarding the effect of that equity-credit treatment on our
leverage.
The following table reconciles total debt and preferred stock, as adjusted (in thousands):
September 30, 2026
December 31, 2025
Unsecured senior notes payable
$10,820,687
$12,047,394
Junior subordinated notes payable
985,143
—
Unsecured senior line of credit and commercial paper
1,091,166
353,161
Equity treatment of junior subordinated notes payable(1)
(500,000)
—
Total debt and preferred stock, as adjusted
$12,396,996
$12,400,555
(1)Represents the 50% equity treatment assigned by key rating agencies to the $1.0 billion principal amount of our junior subordinated notes payable.
Total equity capitalization
Total equity capitalization is equal to the outstanding shares of common stock multiplied by the closing price on the last trading
day at the end of each period presented.
Total market capitalization
Total market capitalization is equal to the sum of total equity capitalization and total debt.
Unencumbered net operating income as a percentage of total net operating income
 
Unencumbered net operating income as a percentage of total net operating income is a non-GAAP financial measure that we
believe is useful to investors as a performance measure of the results of operations of our unencumbered real estate assets as it
reflects those income and expense items that are incurred at the unencumbered property level. Unencumbered net operating income is
derived from assets classified in continuing operations, which are not subject to any mortgage, deed of trust, lien, or other security
interest, as of the period for which income is presented.
The following table summarizes unencumbered net operating income as a percentage of total net operating income for the
three and nine months ended September 30, 2026 and 2025 (dollars in thousands):
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026
2025
2026
2025
Unencumbered net operating income
$443,251
$512,710
$1,345,579
$1,579,167
Encumbered net operating income
—
—
—
2,913
Total net operating income
$443,251
$512,710
$1,345,579
$1,582,080
Unencumbered net operating income as a percentage of total
net operating income
100.0%
100.0%
100.0%
99.8%
128
Weighted-average shares of common stock outstanding – diluted
From time to time, we enter into capital market transactions, including forward equity sales agreements (“Forward
Agreements”), to fund acquisitions, to fund construction of our development and redevelopment projects, and for general working
capital purposes. While the Forward Agreements are outstanding, we are required to consider the potential dilutive effect of our Forward
Agreements under the treasury stock method. Under this method, we also include the dilutive effect of unvested restricted stock awards
(“RSAs”) with forfeitable dividends in the calculation of diluted shares. Refer to Note 13 – “Earnings per share” and Note 14 –
“Stockholders’ equity” to our unaudited consolidated financial statements in Item 1 for additional information.
The weighted-average shares of common stock outstanding used in calculating EPS – diluted, funds from operations per
share – diluted, and funds from operations per share – diluted, as adjusted, for the three and nine months ended September 30, 2026
and 2025 are calculated as follows. Also shown are the weighted-average unvested RSAs with nonforfeitable dividends used in
calculating the amounts allocable to these awards pursuant to the two-class method for each of the respective periods presented below
(in thousands):
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026
2025
2026
2025
Basic shares for earnings per share
170,751
170,181
170,689
170,278
Unvested RSAs with forfeitable dividends
—
—
—
—
Diluted shares for earnings per share
170,751
170,181
170,689
170,278
Basic shares for funds from operations per share and funds
from operations per share, as adjusted
170,751
170,181
170,689
170,278
Unvested RSAs with forfeitable dividends
667
124
480
73
Diluted shares for funds from operations per share and funds
from operations per share, as adjusted
171,418
170,305
171,169
170,351
Weighted-average unvested RSAs with nonforfeitable
dividends used in the allocations of net income, funds from
operations, and funds from operations, as adjusted
1,224
1,917
1,280
1,989
129
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest rate risk
The primary market risk to which we believe we may be 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 hedge agreements, 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 may carry additional risks, such as counterparty credit risk and the legal enforceability of hedge agreements. As of September 30,
2026, we did not have any outstanding interest rate hedge agreements.
Our future earnings and fair values relating to our outstanding debt are primarily dependent upon prevailing market interest
rates. The following tables illustrate the effect of a 1% change in interest rates, assuming a zero percent interest rate floor, on our fixed-
and variable-rate debt as of September 30, 2026 (in thousands):
As of
September 30, 2026
December 31, 2025
Annualized effect on future earnings due to variable-rate debt:
Rate increase of 1%
$(4,986)
$(1,259)
Rate decrease of 1%
$4,986
$1,259
Effect on fair value of total consolidated debt:
Rate increase of 1%
$(697,783)
$(746,058)
Rate decrease of 1%
$794,148
$852,698
These amounts are determined by considering the effect of the hypothetical interest rates on our borrowings as of
September 30, 2026 and December 31, 2025. These analyses do not consider the effects of the reduced level of overall economic
activity that could exist in such an environment. Furthermore, in the event of a change of such magnitude, we would consider taking
actions to further mitigate our exposure to the change. Because of the uncertainty of the specific actions that would be taken and their
possible effects, the sensitivity analyses assume no changes in our capital structure.
Equity price risk
We have exposure to equity price market risk because we hold equity investments in publicly traded companies and privately
held entities. All of our investments in actively traded public companies are reflected in our consolidated balance sheets at fair value.
Our investments in privately held entities that report NAV per share are measured at fair value using NAV as a practical expedient to fair
value. Our equity investments in privately held entities that do not report NAV per share are measured at cost less impairments,
adjusted for observable price changes during the period. Changes in fair value of public investments, changes in NAV per share
reported by privately held entities, and observable price changes of privately held entities that do not report NAV per share are
classified as investment income (losses) in our consolidated statements of operations. There is no assurance that future declines in
value will not have a material adverse effect on our future results of operations. The following table illustrates the effect that a 10%
change in the value of our equity investments would have on earnings as of September 30, 2026 and December 31, 2025 (in
thousands):
As of
September 30, 2026
December 31, 2025
Equity price risk:
Fair value increase of 10%
$134,128
$114,387
Fair value decrease of 10%
$(134,128)
$(114,387)
130
Foreign currency exchange rate risk
We have exposure to foreign currency exchange rate risk related to our operations in Canada. The functional currency of our
Canadian subsidiaries is the Canadian dollar. Gains or losses resulting from the translation of these subsidiaries’ balance sheets and
statements of operations are classified in accumulated other comprehensive income (loss) as a separate component of total equity and
are excluded from net income (loss). Gains or losses will be reflected in our consolidated statements of operations when there is a sale
of our investment in these operations or upon a complete or substantially complete liquidation of the investment. The following tables
illustrate the effect that a 10% change in Canadian dollar exchange rates relative to the USD would have on our potential future
earnings and on the fair value of our net investment in Canadian subsidiaries, based on our current operating assets outside the U.S.
as of September 30, 2026 and December 31, 2025 (in thousands):
As of
September 30, 2026
December 31, 2025
Effect on potential future earnings due to foreign currency exchange rate:
Rate increase of 10%
$292
$182
Rate decrease of 10%
$(292)
$(182)
Effect on the fair value of net investment in foreign subsidiaries due to foreign currency
exchange rate:
Rate increase of 10%
$35,005
$35,306
Rate decrease of 10%
$(35,005)
$(35,306)
Change in the fair value of cross-currency swap agreements designated as a net
investment hedge(1):
Rate increase of 10% (USD weakening)
$(18,232)
$(24,600)
Rate decrease of 10% (USD strengthening)
$18,232
$24,600
(1)Refer to Note 11 – “Hedge agreements” to our unaudited consolidated financial statements for additional information.
Our exposure to market risk elements for the nine months ended September 30, 2026 was consistent with the risk elements
presented above, including the effects of changes in interest rates, equity prices, and foreign currency exchange rates.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
As of September 30, 2026, we had performed an evaluation, under the supervision of our principal executive officers and
principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. 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 principal executive officers and principal financial officer concluded that
our disclosure controls and procedures were effective as of September 30, 2026.
Changes in internal control over financial reporting
There has not been any change in our internal control over financial reporting during the three months ended September 30,
2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
131
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Stockholder Matters
On November 25, 2025, a securities class action was filed against the Company and certain of its officers and directors in the
United States District Court for the Central District of California. The amended complaint alleged violations of the federal securities laws
based on alleged material misrepresentations and omissions related to the Company’s business performance and real estate
impairment charges. The amended complaint sought damages and other relief on behalf of investors who acquired the Company’s
securities between January 30, 2024 and December 5, 2025. On September 10, 2026, the Court granted defendants’ motion to dismiss
the amended complaint with leave to amend. On October 15, 2026, the plaintiffs filed a second amended complaint. 
On February 3, 2026, March 25, 2026, and June 25, 2026, stockholder derivative actions were filed against certain officers and
directors of the Company, with the Company named as a nominal defendant, in the United States District Court for the District of
Maryland and the United States District Court for the Central District of California. The derivative complaints assert claims under the
federal securities laws and state law based on allegations similar to those in the securities class action and seek damages and other
relief on behalf of the Company. The first two derivative actions were stayed on April 8, 2026 and June 23, 2026, respectively, pending
the dismissal of the securities class action with prejudice or the denial of any motion to dismiss in the securities class action.
The Company does not believe the complaints state any meritorious claims and intends to defend these cases vigorously. 
At this time, we cannot predict the outcome of these matters or reasonably estimate the amount or range of any possible loss,
if any, and therefore we have not recorded an accrual related to these matters.
Option Parcel Development at Alexandria Center® for Life Science – New York City Campus
Refer to “Other” in Note 3 – “Investments in real estate” to our unaudited consolidated financial statements for information
regarding litigation involving our subsidiary in connection with an option and ground lease for a development parcel at the Alexandria
Center® for Life Science – New York City campus.
ITEM 1A. RISK FACTORS
In addition to the information set forth in this quarterly report on Form 10-Q, one should also carefully review and consider the
information contained in the other reports and periodic filings that we make with the SEC, including, without limitation, the information
contained under the caption “Item 1A. Risk factors” in our annual report on Form 10-K for the year ended December 31, 2025. Those
risk factors could materially affect our business, financial condition, and results of operations. The risks that we describe in our public
filings are not the only risks that we face. Additional risks and uncertainties not currently known to us, or that we presently deem to be
immaterial, also may materially adversely affect our business, financial condition, and results of operations.
There have been no material changes in our risk factors from those disclosed under the caption “Item 1A. Risk factors” in our
annual report on Form 10-K for the year ended December 31, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of equity securities
On December 8, 2025, we announced that our Board of Directors authorized a new share repurchase program that allows the
repurchase of shares with an aggregate value of up to $500.0 million through December 31, 2026 in the open market, through privately
negotiated transactions, or otherwise, in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the
Exchange Act. This new program replaced our prior stock repurchase program. As of the date of this report, no repurchases have been
made under the new program and $500.0 million remains available for future share repurchases.
ITEM 5. OTHER INFORMATION
Disclosure of 10b5-1 plans
During the three months ended September 30, 2026, none of our officers or directors adopted or terminated any contract,
instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of
Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
132
ITEM 6. EXHIBITS
Exhibit
Number
Exhibit Title
Incorporated by
Reference to:
Date Filed
3.1
Form 10-Q
August 14, 1997
3.2
Form 10-Q
August 14, 1997
3.3
Form 8-K
May 12, 2017
3.4
Form 8-K
May 19, 2022
3.5
Form 10-Q
August 13, 1999
3.6
Form 8-K
February 10, 2000
3.7
Form 8-K
February 10, 2000
3.8
Form 8-A
January 18, 2002
3.9
Form 8-A
June 28, 2004
3.10
Form 8-K
March 25, 2008
3.11
Form 8-K
March 14, 2012
3.12
Form 8-K
May 12, 2017
3.13
Form 8-K
March 31, 2026
3.14
Form 8-K
December 9, 2024
4.1
Form 8-K
February 13, 2025
4.2
Form 8-K
August 21, 2026
4.3
Form 8-K
August 21, 2026
10.1
N/A
Filed herewith
22.1
N/A
Filed herewith
31.1
N/A
Filed herewith
31.2
N/A
Filed herewith
31.3
N/A
Filed herewith
32.0
N/A
Filed herewith
101.1
The following materials from the Company’s quarterly report on Form 10-Q for
the quarterly period ended September 30, 2026, formatted in iXBRL (Inline
eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as
of September 30, 2026 and December 31, 2025 (unaudited), (ii) Consolidated
Statements of Operations for the three and nine months ended September 30,
2026 and 2025 (unaudited), (iii) Consolidated Statements of Comprehensive
Income for the three and nine months ended September 30, 2026 and 2025
(unaudited), (iv) Consolidated Statements of Changes in Stockholders’ Equity
and Noncontrolling Interests for the three and nine months ended September 30,
2026 and 2025 (unaudited), (v) Consolidated Statements of Cash Flows for the
nine months ended September 30, 2026 and 2025 (unaudited), and (vi) Notes to
Consolidated Financial Statements (unaudited)
N/A
Filed herewith
104
Cover Page Interactive Data File – the cover page from this Quarterly Report on
Form 10-Q for the quarter ended September 30, 2026 is formatted in Inline
XBRL and contained in Exhibit 101.1
N/A
Filed herewith
133
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on October 26, 2026.
 
ALEXANDRIA REAL ESTATE EQUITIES, INC.
/s/ Joel S. Marcus
Joel S. Marcus
Executive Chairman
(Principal Executive Officer)
/s/ Peter M. Moglia
Peter M. Moglia
Chief Executive Officer and Chief Investment Officer
(Principal Executive Officer)
/s/ Marc E. Binda
Marc E. Binda
Chief Financial Officer and Treasurer
(Principal Financial Officer)

    
image1a.jpg

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of September 24, 2026

among

ALEXANDRIA REAL ESTATE EQUITIES, INC.,
as the Borrower

ALEXANDRIA REAL ESTATE EQUITIES, L.P.,
as a Guarantor

CITIBANK, N.A.,
as Administrative Agent
and
The Other Lenders Party Hereto

CITIBANK, N.A.,
BOFA SECURITIES, INC.,
JPMORGAN CHASE BANK, N.A.,
GOLDMAN SACHS BANK USA,
RBC CAPITAL MARKETS1
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH,
MIZUHO BANK, LTD.,
SUMITOMO MITSUI BANKING CORPORATION,
TD BANK, N.A.,
THE BANK OF NOVA SCOTIA,
TRUIST SECURITIES, INC.,
and
U.S. BANK NATIONAL ASSOCIATION,
as Joint Lead Arrangers

and

CITIBANK, N.A.,
BOFA SECURITIES, INC.,
JPMORGAN CHASE BANK, N.A.,
GOLDMAN SACHS BANK USA,
and
1 RBC Capital Markets is a brand name for the capital markets business of Royal Bank of Canada and its affiliates.




RBC CAPITAL MARKETS,
as Joint Bookrunners
and

BANK OF AMERICA, N.A.,
JPMORGAN CHASE BANK, N.A.,
GOLDMAN SACHS BANK USA,
ROYAL BANK OF CANADA,
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH,
MIZUHO BANK, LTD.,
SUMITOMO MITSUI BANKING CORPORATION,
TD BANK, N.A.,
THE BANK OF NOVA SCOTIA,
TRUIST BANK,
and
U.S. BANK NATIONAL ASSOCIATION,
as Co-Syndication Agents

and

BNP PARIBAS,
FIFTH THIRD BANK, NATIONAL ASSOCIATION,
M&T BANK,
BANCO SANTANDER, S.A., NEW YORK BRANCH,
CAPITAL ONE, N.A.,
THE HUNTINGTON NATIONAL BANK,
and
PNC BANK, NATIONAL ASSOCIATION,
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.    42
1.03    Accounting Terms/Financial Covenants.    43
1.04    Exchange Rates; Currency Equivalents.    43
1.05    Additional Alternative Currencies.    44
1.06    Change of Currency.    44
1.07    Times of Day.    45
1.08    Letter of Credit Amounts.    45
1.09    Divisions    45
Article II. THE COMMITMENTS AND CREDIT EXTENSIONS    45
2.01    Committed Loans.    45
2.02    Borrowings, Conversions and Continuations of Committed Loans.    46
2.03    Letters of Credit.    50
2.04    [Reserved].    59
2.04A    Bid Loans.    59
2.05    Prepayments.    61
2.06    Termination or Reduction of Aggregate Revolving Commitments.    62
2.07    Repayment of Loans.    63
2.08    Interest.    63
2.09    Fees.    64
2.10    Computation of Interest and Fees.    64
2.11    Evidence of Debt.    64
2.12    Payments Generally; Administrative Agent’s Clawback.    65
2.13    Sharing of Payments by Lenders.    67
2.14    Extension of Revolving Commitment Termination Date.    67
2.15    Increase in Commitments.    68
2.16    Cash Collateral.    69
2.17    Defaulting Lenders.    70
2.18    Sustainability Adjustments Amendment.    72
Article III. TAXES, YIELD PROTECTION AND ILLEGALITY    73
3.01    Taxes.    73
3.02    Illegality    77
3.03    Inability to Determine Rates    77
3.04    Increased Costs; Reserves on Floating Rate Loans and Daily RFR Loans.    78
3.05    Compensation for Losses.    80
3.06    Mitigation Obligations; Replacement of Lenders.    81
3.07    Benchmark Replacement Setting.    81
3.08    Survival.    83




Article IV. CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS AGREEMENT AND FURTHER CREDIT EXTENSIONS    83
4.01    Conditions of Effectiveness of this Agreement.    83
4.02    Conditions to all Credit Extensions.    84
Article V. REPRESENTATIONS AND WARRANTIES    85
5.01    Existence, Qualification and Power; Compliance with Laws.    85
5.02    Authorization; No Contravention.    85
5.03    Governmental Authorization; Other Consents.    85
5.04    Binding Effect.    86
5.05    Financial Statements; No Material Adverse Effect.    86
5.06    Litigation.    86
5.07    No Default.    86
5.08    Ownership of Property; Liens.    86
5.09    Environmental Compliance.    87
5.10    Insurance.    87
5.11    Taxes.    87
5.12    ERISA Compliance.    87
5.13    Margin Regulations; Investment Company Act; REIT Status.    88
5.14    Disclosure.    88
5.15    Compliance with Laws.    88
5.16    Intellectual Property; Licenses, Etc.    88
5.17    Affected Financial Institution.    88
5.18    Property.    88
5.19    OFAC; AML Laws.    88
5.20    Solvency.    89
5.21    Anti-Corruption Laws.    89
Article VI. AFFIRMATIVE COVENANTS    89
6.01    Financial Statements.    89
6.02    Certificates; Other Information.    90
6.03    Payment of Obligations.    91
6.04    Preservation of Existence, Etc.    91
6.05    Maintenance of Properties.    92
6.06    Maintenance of Insurance.    92
6.07    Compliance with Laws.    92
6.08    Books and Records.    92
6.09    Inspection Rights.    92
6.10    Use of Proceeds.    92
Article VII. NEGATIVE COVENANTS    93
7.01    [Reserved].    93
7.02    [Reserved].    93
7.03    Fundamental Changes.    93
7.04    Restricted Payments.    93
7.05    Change in Nature of Business.    93




7.06    Transactions with Affiliates.    93
7.07    Burdensome Agreements.    94
7.08    [Reserved]    94
7.09    Financial Covenants.    94
7.10    Sanctions.    94
Article VIII. EVENTS OF DEFAULT AND REMEDIES    94
8.01    Events of Default.    94
8.02    Remedies Upon Event of Default.    96
8.03    Application of Funds.    96
Article IX. ADMINISTRATIVE AGENT    97
9.01    Appointment and Authority.    97
9.02    Rights as a Lender.    97
9.03    Exculpatory Provisions.    98
9.04    Reliance by Administrative Agent Agent.    98
9.05    Delegation of Duties.    99
9.06    Successor Administrative Agent.    99
9.07    Non-Reliance on Administrative Agent or Other Lenders.    100
9.08    No Other Duties, Etc.    100
9.09    Administrative Agent May File Proofs of Claim.    100
9.10    Collateral and Borrower Matters.    101
9.11    No Obligations of the Credit Parties.    101
9.12    Lender Representations Regarding ERISA.    101
9.13    Payments in Error    102
Article X. MISCELLANEOUS    105
10.01    Amendments, Etc.    105
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.    117
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    Electronic Execution of Assignments and Certain Other Documents.    120
10.18    Lender Representation Regarding Plan Assets.    120




10.19    ENTIRE AGREEMENT.    120
10.20    Acknowledgement and Consent to Bail-In of Affected Financial Institutions.    121
10.21    Release of a Guarantor.    121
10.22    No Advisory or Fiduciary Responsibility.    121
10.23    Judgment Currency.    122
10.24    Alternative Currency Fronting Lenders; Fronting Commitments.    122
Article XI. GUARANTY    123
11.01    The Guaranty.    123
11.02    Obligations Unconditional.    123
11.03    Reinstatement.    124
11.04    Certain Additional Waivers.    124
11.05    Remedies.    124
11.06    Rights of Contribution.    124
11.07    Guarantee of Payment; Continuing Guarantee.    124
11.08    Additional Guarantors.    124
SCHEDULES

1.01    Rollover Borrowing
2.01        Revolving Commitments, Applicable Percentages and Letter of Credit Sublimits
2.02        Foreign Currency Lenders; Fronting Commitments
10.02        Administrative Agent’s Office; Certain Addresses for Notices




EXHIBITS

Form of

A    Committed Loan Notice
B    Revolving Note
C    Compliance Certificate
D    Assignment and Assumption
E    Joinder Agreement
F    Lender Joinder Agreement
G-1    Bid Request
G-2    Competitive Bid
H    U.S. Tax Compliance Certificates







FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of September 24, 2026 among Alexandria Real Estate Equities, Inc., a Maryland corporation (the “Borrower”); Alexandria Real Estate Equities, L.P., a Delaware limited partnership (the “Operating Partnership”); the other guarantors (if any) that from time to time become party hereto pursuant to Section 11.08 (collectively, together with the Operating Partnership, the “Guarantors”); each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”); each L/C Issuer (as defined herein) from time to time party hereto; and Citibank, N.A., as Administrative Agent.
RECITALS
WHEREAS, pursuant to that certain Third Amended and Restated Credit Agreement dated as of September 19, 2024, as amended through the Closing Date (as defined below), among the Borrower, the Operating Partnership, Citibank, N.A., as administrative agent, each lender from time to time party thereto, the other guarantors (if any) that from time to time become party thereto pursuant to Section 11.08, and each L/C Issuer (as defined herein) from time to time party thereto (the “Existing Credit Agreement”), the lenders party thereto agreed to extend certain commitments and to make certain extensions of credit available to the Borrower; and
WHEREAS, the Borrower, the Guarantors, the Administrative Agent and the lenders party to the Existing Credit Agreement desire to amend and restate the Existing Credit Agreement to make certain amendments thereto, including, but not limited to, extending the Revolving Commitment Termination Date, pursuant to the terms and conditions set forth herein; and
WHEREAS, the Lenders are willing to provide such senior unsecured revolving credit facility on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the recitals set forth above, which by this reference are incorporated into the operative provisions of this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the terms and conditions hereof and on the basis of the representations and warranties herein set forth, the parties hereby agree to amend and restate the Existing Credit Agreement to read in its entirety as herein set forth.
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:
“2057 Notes” means the 7.250% Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057 issued by the Borrower in the aggregate principal amount of $1,000,000,000.
“Absolute Rate” means a fixed rate of interest expressed in multiples of 1/100th 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 the Borrower 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 the Borrower 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 the Borrower and its Subsidiaries for such period.
“Adjusted Eurocurrency Rate” means, as to any loan denominated in Euro for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the Eurocurrency Rate for such Interest Period divided by (b) one minus the Eurocurrency Reserve Percentage.
“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 of such Person 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; provided that for purposes of calculating Adjusted NOI, any Revenue-Producing Property that has a negative Adjusted NOI for the period shall be deemed to have an Adjusted NOI of zero.
“Adjusted Tangible Assets” means, as of any date of determination, without duplication, an amount equal to (a) Total Assets of the Borrower and its Subsidiaries as of that date, minus (b) Intangible Assets of the Borrower and its Subsidiaries as of that date, minus (c) any Minority Interest’s share of Total Assets as of that date plus (d) any Minority Interest’s share of Intangible Assets as of that date; provided that (i) not more than 35% of Adjusted Tangible Assets at any time may come from Development Properties, with any excess over the foregoing limit being excluded from the determination of Adjusted Tangible Assets and (ii) not more than 15% of Adjusted Tangible Assets at any time may come from Other Investments, with any excess over the foregoing limit being excluded from the determination of Adjusted Tangible Assets.
“Adjusted Total Indebtedness” means, as of any date of determination, without duplication, an amount equal to (a) the aggregate Total Indebtedness of the Borrower and its Subsidiaries as of such date of determination, minus (b) Excluded Indebtedness; provided, in no event shall such Excluded Indebtedness exceed an amount equal to (i) cash and Cash Equivalents of the Borrower and its Subsidiaries that are not subject to pledge, lien or control agreement (excluding statutory liens or rights of set-off in favor of any depositary bank or institution where such cash or Cash Equivalents are maintained) minus (ii) $20,000,000 (it being agreed that Excluded Indebtedness shall in no event be deemed a negative number); provided further that Adjusted Total Indebtedness shall not include any Discharged Indebtedness.
“Administrative Agent” means Citi in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.
“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 Borrower and the Lenders.
“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.




“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.
“Agent Parties” has the meaning set forth in Section 10.02(c).
“Aggregate Revolving Commitments” means all Revolving Commitments of the Revolving Lenders. As of the Closing Date, the Aggregate Revolving Commitments are equal to $5,000,000,000.
“Agreement” means this 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, Australian 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 any of Citi, Bank of America, JPM, GS and Royal Bank or any other Revolving Lender designated by the Borrower 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 Citi, Bank of America, JPM, GS or Royal Bank (or such other appointed Revolving Lender), as the case may be, advances to the Borrower 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 applicable Alternative Currency Fronting Lender, its Applicable Percentage, and (b) for the applicable Alternative Currency Fronting Lender, the sum of (i) the Applicable Percentage of such 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 applicable 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 applicable 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 applicable 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 Borrower 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 an 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 Revolving Commitments.
“AML Laws” means all laws, rules and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to money laundering.
“Annual Period” means each period beginning on January 1st and ending on December 31st (inclusive) during the term of this Agreement.
“Applicable Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Revolving Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.17. If the commitment of each Lender to make Loans and the obligation of the L/C Issuers to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Revolving Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption or Lender Joinder Agreement pursuant to which such Lender becomes a party hereto, as applicable.
“Applicable Margin” means, from time to time, the following percentages per annum, based upon the Debt Rating as set forth below:





Pricing LevelDebt Rating
Applicable Margin for Floating Rate Loans/ Daily RFR Loans/
Letter of Credit Fees
Base
Rate Applicable Margin
Facility Fee
1
> A / A2
0.650%0.000%0.100%
2A- / A30.675%0.000%0.125%
3BBB+ / Baal0.725%0.000%0.150%
4BBB / Baa20.800%0.000%0.200%
5
BBB- / Baa3
1.000%0.000%0.250%
6
≤ BB+ / Ba1
or Unrated
1.350%0.350%0.300%

Initially, the Applicable Margin shall be set at Pricing Level 3 above, subject to the final paragraph of this definition. Thereafter, each change in the Applicable Margin 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 at any time the Borrower has only two Debt Ratings, and such Debt Ratings are not equivalent, then the Applicable Margin shall be determined based on the higher of the applicable Debt Ratings. If at any time the Borrower has three Debt Ratings, and such Debt Ratings are not equivalent, then (A) if the difference between the highest and the lowest such Debt Ratings is one ratings category (e.g. Baa2 by Moody’s and BBB- by S&P or Fitch), the Applicable Margin shall be determined based on the highest of the Debt Ratings and (B) if the difference between such Debt Ratings is two ratings categories (e.g., Baa1 by Moody’s and BBB- by S&P or Fitch) or more, the Applicable Margin shall be determined based on the average of the two highest Debt Ratings, provided that if such average is not a recognized rating category (i.e., the difference between the Debt Ratings is an even number of ratings categories), then the Applicable Margin shall be determined based on the lower of the two highest Debt Ratings. If at any time the Borrower has only one (1) Debt Rating, then the Applicable Margin and Facility Fee shall be based upon such Debt Rating. If at any time the Borrower has no Debt Ratings, then the Applicable Margin and Facility Fee shall be determined based on Pricing Level 6.
“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 applicable L/C Issuer, as the case may be, and communicated in writing to the Borrower 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 Borrower (or any applicable Subsidiary) 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” means, collectively, the Joint Lead Arrangers and Citi, BofA Securities, JPM, GS, and RBC Capital Markets2 in their respective capacities as joint bookrunners.
“Assigned Rights and Obligations” has the meaning set forth in Section 2.01(a).
“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 D 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 Borrower and its Subsidiaries for the fiscal year ended December 31, 2025, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.
“Australian Dollars” means the lawful currency of Australia.
“Availability Period” means the period from and including the Closing Date to the earliest of (a) the Revolving Commitment Termination Date, (b) the date of termination in full 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 each L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.
“Available Tenor” means, as of any date of determination and with respect to any then-current Benchmark, as applicable, (x) if any then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (y) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, the UK Bail-In Legislation and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
“Bank of America” means Bank of America, N.A. and its successors.
“Base Qualifications” means, for any Real Property, the following criteria:
2 RBC Capital Markets is a brand name for the capital markets business of Royal Bank of Canada and its affiliates.




(a)    to the best of the Borrower’s 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 Real 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 Real Property);
(b)    such Real Property is Unencumbered;
(c)    such Real Property is either (i) 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 (ii) occupied by means of a leasehold interest or similar arrangement providing the right to occupy Real Property pursuant to a Mortgageable Ground Lease;
(d)    such Real Property is owned or leased by (i) the Borrower, (ii) a Guarantor or (iii) a Subsidiary of the Borrower (other than an Obligor Subsidiary); and
(e)    such Real Property 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 ½ of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Citi in New York, New York as its “base rate” and (c) Term SOFR for a one-month term plus 1% per annum (taking into account any Term SOFR floor set forth in the definition of Term SOFR); provided, however, that in no circumstance shall the Base Rate be less than one percent (1.00%) per annum. The “base rate” is a rate set by Citi based upon various factors including Citi’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 rate announced by Citi 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.
“BBSY Bid Rate” means, for any Borrowing denominated in Australian Dollars for an Interest Period, the average bid rate displayed on page BBSY of the Reuters screen (or, in the event such rate does not appear on such Reuters page, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information services that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion); provided, however, that in no event shall the BBSY Bid Rate be less than zero percent (0.00%) per annum.
“BBSY Bid Rate Loan” means a Floating Rate Loan that bears interest at the BBSY Bid Rate.
“Benchmark” means, initially, (a) with respect to amounts denominated in Dollars, the Term SOFR Reference Rate, SOFR or the Base Rate, as applicable, (b) with respect to amounts denominated in Sterling, SONIA, (c) with respect to amounts denominated in Yen, TONA, (d) with respect to amounts denominated in Euros, the Eurocurrency Rate, (e) with respect to amounts denominated in Canadian Dollars, Term CORRA or Daily Simple CORRA, as applicable, and (f) with respect to amounts denominated in Australian Dollars, the BBSY Bid Rate; provided, however, that if a replacement of an initial or subsequent Benchmark has occurred pursuant to Section 3.07, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.




“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate and (ii) an adjustment (which may be positive or negative or zero), in each case, that has been selected by the Administrative Agent and the Borrower as the replacement for such Available Tenor of such Benchmark giving due consideration to (i) any evolving or then-prevailing market convention for syndicated credit facilities at such time denominated in the applicable currency in the U.S. syndicated loan market or (ii) any selection or recommendation made by the Relevant Governmental Body; provided that if such Benchmark Replacement as so determined would be less than zero percent (0.00%) per annum, such Benchmark Replacement will be deemed to be zero percent (0.00%) per annum for the purposes of this Agreement and the other Loan Documents; provided further that the Administrative Agent and the Borrower shall use their commercially reasonable efforts to cause any Benchmark Replacement to constitute a “qualified rate” as defined in United States Treasury Regulations Section 1.1001-6(h)(3).
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate”, the definition of “Business Day”, the definition of “Daily RFR Business Day”, the definition of “Interest Period”, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, the formula for calculating any successor rates identified pursuant to the definition of “Benchmark Replacement”, and other technical, administrative or operational matters) that the Administrative Agent, in consultation with the Borrower, reasonably decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent reasonably determines that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent reasonably determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent, in consultation with the Borrower, determines is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark for any currency:
(a)    in the case of clause (a) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
(b)    in the case of clause (b) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (b) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.
“Benchmark Transition Event” means, with respect to any then-current Benchmark, the occurrence of one or more of the following events: a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark, the regulatory supervisor for the administrator of such Benchmark, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark, a Resolution Authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or Resolution Authority over the administrator for such Benchmark, announcing or stating that (a) such




administrator has ceased or will cease on a specified date to provide all Available Tenors of such Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark or (b) all Available Tenors of such Benchmark are or will no longer be representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored.
“Benchmark Unavailability Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.07 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.07.
“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.
“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan.”
“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 Borrower.
“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 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 G-1.
“BofA Securities” means BofA Securities, Inc. and its successors.
“Borrower” has the meaning set forth in the introductory paragraph hereof.
“Borrower Materials” has the meaning set forth in Section 6.02.
“Borrowing” means a Committed Borrowing or a Bid 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 Floating Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Floating Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Floating Rate Loan, means a TARGET Day;
(b)    if such day relates to any interest rate settings as to a Floating Rate Loan denominated in Canadian Dollars, 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 is located and in Toronto, Canada;
(c)    if such day relates to any interest rate settings as to a Floating Rate Loan denominated in a currency other than Dollars, Euro or Canadian Dollars, 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 Floating 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 Floating 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$” mean the lawful currency of Canada.
“Capital Improvement Reserve” means, with respect to any Real Property now or hereafter owned by the Borrower or its Subsidiaries, an amount equal to twenty cents ($.20) multiplied by the Net Rentable Area of the Real Property.
“Capital Lease Obligations” means, subject in all respects to the last sentence of Section 1.03(b), 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 6.00%.
“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.
“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of an L/C Issuer or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect thereof, cash or deposit account balances or, if the Administrative Agent or such L/C Issuer shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent or such L/C Issuer. “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 the 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 or 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; provided that solely with respect to the calculation of “Cash Interest Expense” for any Hybrid Instrument, only the Hybrid Debt Percentage of the interest, fees, charges and related expenses due in connection with such Hybrid Instrument shall be treated as Cash Interest Expense.
“Change in Law” means 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 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 notwithstanding anything herein to the contrary, (i) (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, guidelines, and directives in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued and (ii) any event or occurrence described in Section 3.07(a) shall not itself constitute a “Change in Law”.
“Change of Control” means 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 voting Common Stock.
“Citi” means Citibank, N.A. and its successors.
“Closing Date” means September 24, 2026, which is the first date all the conditions precedent in Section 4.01 have been 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 Revolving Commitment.
“Committed Borrowing” means a borrowing consisting of simultaneous Committed Loans of the same Type and, in the case of Floating Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.




“Committed Loan” means a Revolving Loan.
“Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to another, or (c) a continuation of Floating Rate Committed Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.
“Common Stock” means the common stock of the Borrower.
“Competitive Bid” means a written offer by a Lender to make one or more Bid Loans, substantially in the form of Exhibit G-2, duly completed and signed by a Lender.
“Compliance Certificate” means a certificate substantially in the form of Exhibit C.
“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 the Borrower 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 Borrower 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 Borrower 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.
“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
“Consolidated Entity” means, as of any date of determination, any entity whose financial results are consolidated with those of the Borrower in accordance with GAAP.
“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.




“CORRA” means the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada (or any successor administrator). In no event shall CORRA be less than zero percent (0.00%) per annum.
“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.
“Credit Party” means the Borrower or any Guarantor and “Credit Parties” means collectively, the Borrower and the Guarantors.
“Daily RFR Business Day” means, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to (a) Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business in London, (b) US Dollars, a U.S. Government Securities Business Day and (c) Canadian Dollars, 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 is located and in Toronto, Canada.
“Daily RFR Interest Payment Date” means, with respect to interest accrued on any Daily RFR Loan in any calendar month, the earlier of (a) the fifth (5th) calendar day of the next succeeding calendar month or if the 5th calendar day is not a Business Day, the next succeeding Business Day, and (b) the Revolving Commitment Termination Date applicable to such Daily RFR Loan.
“Daily RFR Loan” means a loan that bears interest at the Daily RFR Rate.
“Daily RFR Rate” means, for any day (a “Daily RFR Rate Day”), a rate per annum equal to, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to (i) Sterling, SONIA for the day (such day “i”) that is five Daily RFR Business Days prior to (A) if such Daily RFR Rate Day is a Daily RFR Business Day, such Daily RFR Rate Day or (B) if such Daily RFR Rate Day is not a Daily RFR Business Day, the Daily RFR Business Day immediately preceding such Daily RFR Rate Day, in each case, using the SONIA component of such SONIA that is published by the SONIA Administrator on the SONIA Administrator’s Website, (ii) US Dollars, SOFR for the day (such day “i”) that is five Daily RFR Business Days prior to (A) if such Daily RFR Rate Day is a Daily RFR Business Day, such Daily RFR Rate Day or (B) if such Daily RFR Rate Day is not a Daily RFR Business Day, the Daily RFR Business Day immediately preceding such Daily RFR Rate Day, in each case, using the SOFR component of such SOFR that is published by the Term SOFR Administrator on the Federal Reserve Bank of New York’s website (or any successor source); (iii) Yen, TONA for the day (such day “i”) that is five Daily RFR Business Days prior to (A) if such Daily RFR Rate Day is a Daily RFR Business Day, such Daily RFR Rate Day or (B) if such Daily RFR Rate Day is not a Daily RFR Business Day, the Daily RFR Business Day immediately preceding such Daily RFR Rate Day, in each case, using the TONA component of such TONA that is published by the TONA Administrator on the TONA Administrator’s Website and (iv) Canadian Dollars, a rate per annum equal to Daily Simple CORRA for the day (such day “i”) that is five Daily RFR Business Days prior to (A) if such Daily RFR Rate Day is a Daily RFR Business Day, such Daily RFR Rate Day or (B) if such Daily RFR Rate Day is not a Daily RFR Business Day, the Daily RFR Business Day immediately preceding such Daily RFR Rate Day, in each case, using the CORRA component of such Daily Simple CORRA that is published by the Relevant Canadian Governmental Body on the Relevant Canadian Governmental Body’s Website. If by 5:00 pm (local time for the applicable RFR) on the second (2nd) Daily RFR Business Day immediately following any day “i”, the RFR in respect of such day “i” has not been published on the applicable RFR Administrator’s Website and a Benchmark Replacement Date with respect to the RFR has not occurred, then the RFR for such day “i” will be the RFR as published in respect of the first preceding Daily RFR Business Day for which such RFR was published on the RFR Administrator’s Website; provided that any RFR determined pursuant to this sentence shall be utilized for purposes of calculation of the Daily RFR Rate for no more than three consecutive Daily RFR Rate Days. Any change in the Daily RFR Rate due to a change in SONIA, TONA or CORRA shall




be effective from and including the effective date of such change in SONIA, TONA or CORRA, as applicable, without notice to the Borrower.
“Daily RFR Rate Day” has the meaning set forth in the definition of “Daily RFR Rate”.
“Daily Simple CORRA” means the rate per annum equal to CORRA determined for any day pursuant to the definition thereof, with the methodology and conventions for this rate being established by the Administrative Agent in accordance with the methodology and conventions for this rate selected or recommended by the Relevant Canadian Governmental Body, or a committee officially endorsed or convened by the Relevant Canadian Governmental Body, or any successor thereto, for determining CORRA for business loans; provided that if the Relevant Canadian Governmental Body decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion; and provided that if the Bank of Canada (or any successor administrator) has not provided or published CORRA, then, in respect of any day for which CORRA is required, references to CORRA will be deemed to be references to the last provided or published CORRA. Any change in Daily Simple CORRA shall be effective from and including the date of such change without further notice. In no event shall Daily Simple CORRA be less than (0.00%) per annum.
“Daily Simple CORRA Loan” means a Loan denominated in Canadian Dollars that bears interest at a rate based on Daily Simple CORRA.
“Debt Rating” means, as of any date of determination, the rating as determined by any Rating Agency of the Borrower’s non-credit enhanced senior unsecured long-term debt.
“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 (i) any balloon payments due upon maturity of the Indebtedness, refinancing of the Indebtedness or repayments thereof in connection with asset sales and (ii) any payments with respect to Discharged Indebtedness); 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 Margin, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Floating Rate Loan or a Daily RFR Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) 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 Margin for Floating Rate Loans or Daily RFR Loans plus 2% per annum.
“Defaulting Lender” means, subject to Section 2.17(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s reasonable determination that one or more conditions precedent to funding (each of




which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or an L/C Issuer in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s reasonable determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), 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 appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.17(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, each L/C Issuer and each other Lender (including such Defaulting Lender) promptly following such determination.
“Departing Lender” has the meaning set forth in Section 10.13.
“Designated Jurisdiction” means any country, region or territory to the extent that such country, region or territory itself is the subject of any Sanction.
“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.
“Development Properties” means (A) Development Investments (the amount of such Investment shall be an amount equal to the aggregate costs incurred in connection therewith), (B) undeveloped land without improvements, and (C) any other Real Properties, other than improved real estate properties used principally for office, manufacturing, warehouse, research, laboratory, health sciences or technology purposes (and appurtenant amenities). In determining Adjusted Tangible Assets on any date, the contribution to Adjusted Tangible Assets from Development Properties that are not owned 100%, directly or indirectly, by the Borrower or any of its Subsidiaries, shall be the book value of such Development Properties adjusted by multiplying




same by the Borrower’s or such Subsidiaries’ interest therein as of the last day of the fiscal quarter of the Borrower ending on or most recently prior to such date.
“Discharged Indebtedness” means Indebtedness that has been defeased (pursuant to a contractual or legal defeasance) or discharged in accordance with the terms of the agreement or indenture governing such Indebtedness pursuant to the prepayment or deposit of all amounts sufficient to satisfy such Indebtedness as it becomes due or irrevocably called for redemption (and regardless of whether such Indebtedness constitutes a liability on the balance sheet of the obligors thereof) and the satisfaction of any other conditions to such defeasance, discharge or redemption set forth in such agreement or indenture; provided, however, that such Indebtedness shall be deemed to be Discharged Indebtedness if the payment or deposit of all amounts required for defeasance or discharge or redemption thereof have been made even if certain conditions thereto have not been satisfied, so long as such conditions are reasonably expected to be satisfied, and are so satisfied, within 91 days after such prepayment or deposit.
“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.
“Division” and “Divide” each refer to a division of a limited liability company into two or more newly formed or existing limited liability companies pursuant to a plan of division or otherwise.
“Documentation Agents” means BNP Paribas, Fifth Third Bank, National Association, M&T Bank, Banco Santander, S.A., New York Branch, Capital One, N.A., The Huntington National Bank, and PNC Bank, National Association, each in its capacity as co-documentation agent.
“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 applicable 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.
“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 (or attributable to assets of such Person) (i) any non-recurring loss (including non-recurring realized losses on non-real estate investments), 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 compensation and any write-down pursuant to GAAP) of such Person for that period, in each case as determined in accordance with GAAP, plus (v) transaction costs, fees and expenses in connection with any capital markets offering, debt financing or amendment thereto, redemption or exchange of Indebtedness, Disposition, merger or acquisition (in each case, whether or not consummated), 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).




“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“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 or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person) approved by (i) the Administrative Agent, and (ii) unless an Event of Default has occurred and is continuing, the Borrower (each such approval under clauses (i) and (ii) not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries.
“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 Borrower, or any of its 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 the Borrower or any of its Subsidiaries pursuant to which liability is assumed or imposed with respect to any of the foregoing.
“Equity Forward Contract” means a forward equity contract entered into by the Borrower and a Person that is not a Subsidiary of the Borrower with respect to common Equity Interests of the Borrower.
“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.
“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 Borrower 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 Borrower 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 Borrower 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 Borrower or any ERISA Affiliate.
“Erroneous Payment” has the meaning specified in Section 9.13(a).
“Erroneous Payment Deficiency Assignment” has the meaning specified in Section 9.13(d).
“Erroneous Payment Impacted Class” has the meaning specified in Section 9.13(d).
“Erroneous Payment Return Deficiency” has the meaning specified in Section 9.13(d).
“Erroneous Payment Subrogation Rights” has the meaning specified in Section 9.13(e).
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
“Euro” and “EUR” mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.
“Eurocurrency Rate” means, with respect to any Borrowing denominated in Euros for any Interest Period, the greater of (a) the rate per annum equal to the Euro Interbank Offered Rate as administered by the European Money Markets Institute (or any other Person that takes over the administration of such rate) for a period equal in length to such Interest Period, as displayed on either Reuters or Bloomberg Screen EURIBOR01 Page (or on any successor or substitute page or service providing such quotations as determined by the Administrative Agent from time to time at approximately 11:00 a.m. (Brussels time) two Eurocurrency Banking Days prior to the commencement of such Interest Period and (b) zero percent (0.00%) per annum.
“Eurocurrency Rate Loan” means a Floating Rate Loan that bears interest at the Eurocurrency Rate.
“Eurocurrency Reserve Percentage” means, for any day during any Interest Period, the reserve percentage in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D) or any other reserve ratio or analogous




requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the loans. The Adjusted Eurocurrency Rate for each outstanding loan shall be adjusted automatically as of the effective date of any change in the Eurocurrency Reserve Percentage.
“Event of Default” has the meaning set forth in Section 8.01.
“Excluded Indebtedness” means, as of any date of determination, the aggregate principal amount of any Indebtedness of the Borrower and its Subsidiaries included in the definition of Total Indebtedness, as of such date of determination, either (a) which by its terms matures within twenty-four (24) months after such date of determination or (b) as to which the Borrower or any Subsidiary has the right to convert or any holder of such Indebtedness has the right to put or convert such Indebtedness within twenty-four (24) months after such date of determination.
“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of the Borrower, or required to be withheld or deducted from a payment to such Administrative Agent, Lender, L/C Issuer or other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes in each case (i) imposed on it 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 or (ii) that are Other Connection Taxes, (b) other than with respect to an assignee pursuant to a request by the Borrower under Section 10.13, any United States federal withholding Tax that is imposed on amounts payable to such Person pursuant to a law in effect at the time such Person becomes a party hereto (or designates a new Lending Office), except to the extent that such Person (or its assignor, if any) was entitled, at the time of its designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such withholding Tax pursuant to Section 3.01(a), (c) any Taxes attributable to such Person’s failure or inability to comply with Section 3.01(e) and (d) any United States federal withholding tax imposed pursuant to FATCA.
“Existing Credit Agreement” has the meaning set forth in the Recitals hereto.
“Existing Revolving Commitment Termination Date” has the meaning set forth in Section 2.14(a).
“Exiting Lender” has the meaning set forth in Section 10.26(b).
“Facility Fee” has the meaning set forth in Section 2.09(a).
“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities implementing such sections of the Code.
“FCPA” has the meaning set forth in Section 5.19(c).
“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, 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 Citi on such day on such transactions as determined by the Administrative Agent; provided further that in no event shall the Federal Funds Rate be less than zero percent (0.00%) per annum.
“Fee Letters” means, collectively, any letter agreement executed and delivered by the Borrower and to which one or more of the Arrangers and/or the Administrative Agent is a party, as the same may be amended from time to time.
“Fitch” means Fitch Ratings, Inc. and any successor thereto.
“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 Borrower and its Subsidiaries for such period, plus (ii) all Preferred Distributions (other than redemptions) of the Borrower and its Subsidiaries during such period.
“Floating Bid Margin” means the margin above or below the Floating Rate to be added to or subtracted to the Floating Rate, which margin shall be expressed in multiples of 1/100th of one basis point.
“Floating Margin Bid Loan” means a Bid Loan that bears interest at a rate based on the applicable Floating Rate or Daily RFR Rate.
“Floating Rate” means, (a) with respect to Australian Dollar loans, the BBSY Bid Rate, (b) with respect to Euro loans, the Adjusted Eurocurrency Rate, (c) with respect to Canadian Dollar loans, Term CORRA, (d) with respect to US Dollar loans, Term SOFR and (e) with respect to an Alternative Currency (other than Euros, Canadian Dollars or Australian Dollars), the rate designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent, the applicable Lenders and the applicable Alternative Currency Fronting Lenders pursuant to Section 1.05(a).
“Floating Rate Committed Loan” means each Committed Loan that bears interest at a Floating Rate or a Floating Margin Bid Loan.
“Floating Rate Loan” means each Floating Rate Committed Loan or a Floating Margin Bid Loan.
“Foreign L/C Issuer” means any L/C Issuer that is not a United States person as defined in Section 7701(a)(30) of the Code.
“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 Revolving Loans denominated in Alternative Currencies that such Alternative Currency Fronting Lender has agreed to make in which Alternative Currency Participating Lenders purchase Alternative Currency Risk Participations as set forth on Schedule 2.02, as such amount may be adjusted in accordance with Section 10.24.
“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to an L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations with respect to Letters of Credit issued by such L/C Issuer other than L/C Obligations with respect to Letters of Credit issued by such L/




C Issuer as to which such Defaulting Lender’s participation obligation has been reallocated to other 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 the Borrower 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 (x) one-time or non-recurring charges (including non-recurring realized losses on non-real estate investments) and impairment charges, charges from the early extinguishment of indebtedness and other non-cash charges and (y) the Hybrid Equity Percentage of the interest, fees, charges and related expenses paid with respect to any Hybrid Instrument. 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 Financial Standards White Paper issued in December 2018, as amended, restated, supplemented or otherwise modified from time to time, except as otherwise noted herein.
“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).
“GS” means Goldman Sachs Bank USA and its successors.
“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.
“Guarantors” means the Operating Partnership and, if requested by the Borrower, any other Wholly-Owned Domestic Subsidiary of the Borrower who becomes a Guarantor pursuant to Section 11.08.
“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).
“Hybrid Debt Percentage” means, with respect to any Hybrid Instrument, one minus the Hybrid Equity Percentage for such Hybrid Instrument.
“Hybrid Equity Percentage” means, with respect to any Hybrid Instrument, the quotient expressed as a percentage equal to the Hybrid Instrument Equity Amount divided by the total principal amount of such Hybrid Instrument.
“Hybrid Instrument” means any junior subordinated debt (including, without limitation, any convertible junior subordinated debt), trust preferred security, mandatory convertible debt or other hybrid security issued by the Borrower or any of its Subsidiaries that receives hybrid equity treatment from either S&P or Moody’s (or both) at issuance (and as to which, in the case of any Hybrid Instrument issued after the Closing Date, the Borrower shall have provided evidence of such equity credit to the Administrative Agent). The parties acknowledge that the 2057 Notes are the only outstanding Hybrid Instrument as of the Closing Date.
“Hybrid Instrument Equity Amount” means, with respect to any Hybrid Instrument and at any time, the principal amount (which principal amount may be a portion of the aggregate principal amount) of such Hybrid Instrument that is at such time accorded equity credit treatment by either S&P or Moody’s (or both); provided that (i) in the case where such Hybrid Instrument is given disparate equity credit treatment by S&P and Moody’s, the lower of the two amounts shall apply, (ii) the Hybrid Instrument Equity Amount as of any date shall reflect the equity credit treatment given by S&P and/or Moody’s to such Hybrid Instrument as of such date (even if different than such treatment at the time of issuance) and (iii) the aggregate of all Hybrid Instrument Equity Amounts that is included in the determination of Hybrid Equity Percentage (and thereby in the determination of Hybrid Debt Percentage) shall not at any time exceed 10% of Adjusted Tangible Assets. For the avoidance of doubt, in determining whether the Credit Parties are in compliance with the covenants set forth in Section 7.09, a Hybrid Instrument shall be deemed to have a Hybrid Instrument Equity Amount of zero (0.00), a Hybrid Equity Percentage of zero percent (0.00%) and a Hybrid Debt Percentage of one hundred percentage (100.00%) effective as of the first day of the first fiscal quarter commencing after the date on which each of S&P and Moody’s have determined that such Hybrid Instrument will no longer receive equity credit treatment.

“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 (except as limited by the final paragraph of this definition);




(b)    all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances and bank guaranties;
(c)    net obligations of such Person under any Swap Contract;
(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) of another Person secured by a Lien on property owned 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. The amount of the obligations under any Hybrid Instrument on any date shall be deemed to be the Hybrid Debt Percentage of the outstanding principal amount of such Hybrid Instrument as of such date.
“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Credit Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.
“Indemnitee” has the meaning specified in Section 10.04(b).
“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, with respect to any Person (the “Primary Person”) as of the last day of any fiscal period and without double counting, the sum of (a) Cash Interest Expense of such Primary Person, plus (b) all interest currently payable in Cash by such Primary Person which is incurred during that fiscal period and capitalized under GAAP, minus (c) the share of Cash Interest Expense of another Person attributable to such Primary Person’s Minority Interests in such other Person (provided that with respect to a Hybrid Instrument, only the Hybrid Debt Percentage of the Interest Charges pertaining to such Hybrid Instrument shall be treated as Interest Charges hereunder).
“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 such 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 (provided that with respect to a Hybrid Instrument, only the Hybrid Debt Percentage of the interest, fees, charges and related expenses due in connection with such Hybrid Instrument shall be treated as Interest Expense), plus (b) the portion of rent paid or payable (without duplication) for that fiscal period by such Person under Capital Lease Obligations, minus (or plus, as applicable) (c) amounts received (or paid) by such Person under Swap Contracts plus (d) all other amounts considered to be “interest expense” of such Person under GAAP (provided that for purposes of the calculation of “Interest Expense” as used in the definition of “EBITDA” (including for the purpose of deducting Interest Expense in calculating Net Income as a component of EBITDA), any Hybrid Debt Percentage will be deemed to be 100%).
“Interest Payment Date” means (a) as to any Base Rate Loan and any Floating Rate Loan, the last Business Day of each month and the Revolving Commitment Termination Date and (b) as to any Daily RFR Loan, each Daily RFR Interest Payment Date and the Revolving Commitment Termination Date.
“Interest Period” means as to (a) each Floating Rate Loan comprising part of the same Borrowing, the period commencing on (and including) the date such Floating Rate Loan is disbursed or converted to or continued as a Floating Rate Loan and ending on (but excluding) the date (i) in the case of any Term SOFR Loan, one, three or six months thereafter, (ii) in the case of any BBSY Bid Rate Loan, one, two, three or six months thereafter, (iii) in the case of any Eurocurrency Rate Loan, one, three, six or twelve months thereafter or (iv) in the case of any Term CORRA Loan, one or three months thereafter; in each case subject to availability and as selected by the Borrower in its applicable Committed Loan Notice or Bid Request, as the case may be, (b) each Daily RFR Loan comprising part of the same Borrowing, the period commencing on (and including) the date such Daily RFR Loan is disbursed or converted to or continued as a Daily RFR Loan and ending on (but excluding) the date one, three or six months thereafter (other than with respect to Daily Simple CORRA Loans, which shall end one or three months thereafter) and (c) as to each Absolute Rate Loan, a period of not less than seven days and not more than 180 days as selected by the Borrower 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 Floating 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 Floating 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;
(iii)    whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month;
(iv)    no tenor that has been removed from this definition pursuant to Section 3.07 shall be permitted to be elected for such Loan; and
(v)    no Interest Period shall extend beyond the then applicable Revolving Commitment Termination Date.




Notwithstanding anything to the contrary in this Agreement, each Rollover Interest Period for the applicable Rollover Borrowing shall end on the date specified on Schedule 1.01 hereto and no Lender shall have a claim pursuant to Section 3.05(a) as a result of any such Rollover Interest Period being shorter than 30 days.

“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.
“IP Rights” has the meaning specified in Section 5.16.
“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 applicable L/C Issuer and the Borrower (or any Subsidiary) or in favor of such 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 E.
“Joint Lead Arrangers” means Citibank, N.A., BofA Securities, Inc., JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, RBC Capital Markets3, Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation, TD Bank, N.A., The Bank of Nova Scotia, Truist Securities, Inc. and U.S. Bank National Association, in their respective capacities as joint lead arrangers.
“JPM” means JPMorgan Chase Bank, N.A. and its successors.
“KPI’s” has the meaning specified in Section 2.18(a).
“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.
3 RBC Capital Markets is a brand name for the capital markets business of Royal Bank of Canada and its affiliates.




“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 any of Citi, Bank of America, JPM, GS and Royal Bank, in each case, in its capacity as an 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 1.08. 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.
“Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes each Revolving Lender, a Bid Lender, each Alternative Currency Fronting Lender, each Alternative Currency Funding Lender and each Alternative Currency Participating Lender, as applicable, but does not include the Administrative Agent or the LC Issuers in their respective capacities as the Administrative Agent or as LC Issuer.
“Lender Joinder Agreement” means a lender joinder agreement substantially in the form attached hereto as Exhibit F.
“Lender Party” has the meaning set forth in Section 10.07(a).
“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 Borrower and the Administrative Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.
“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 applicable 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(h).
“Letter of Credit Subfacility” means, at any time, an amount equal to the lesser of (a) the aggregate amount of the L/C Issuers’ Letter of Credit Sublimits at such time and (b) the Aggregate Revolving Commitments at such time. The Letter of Credit Subfacility is part of, and not in addition to, the Aggregate Revolving Commitments. On the Closing Date, the Letter of Credit Subfacility is $150,000,000.




“Letter of Credit Sublimit” means, as to each L/C Issuer, its agreement as set forth in Section 2.03 to issue, amend and extend Letters of Credit in an aggregate principal amount at any one time outstanding not to exceed (subject to the discretion of such L/C Issuer pursuant to Section 2.03(a)(iii)(A)) the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Letter of Credit Sublimit” or in the Assignment and Assumption or Lender Joinder Agreement or other documentation, which other documentation shall be in form and substance satisfactory to the Administrative Agent and the Borrower, pursuant to which such Lender becomes an L/C Issuer hereunder, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
“Leverage Ratio” means, as of the last day of each fiscal quarter, the ratio (expressed as a percentage) obtained by dividing (a) Adjusted Total Indebtedness as of such date by (b) (i) Adjusted Tangible Assets as of such date minus (ii) the amount of Excluded Indebtedness deducted in connection with the determination of Adjusted Total Indebtedness as of such date.
“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment for security, encumbrance, lien (statutory or other), 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 Revolving Loan, a Bid Loan and/or an L/C Borrowing, as the context requires.
“Loan Documents” means this Agreement, each Revolving Note, each Issuer Document, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.16 of this Agreement, each Fee Letter and any other instrument, document or agreement from time to time delivered by a Credit Party in connection with this Agreement.
“Material Adverse Effect” means a material adverse effect on (a) 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) the business or financial condition of the Borrower and its Subsidiaries on a consolidated basis or (c) the ability of the Credit Parties to perform the payment and other material Obligations under the Loan Documents.
“Material Unsecured Indebtedness” means outstanding third party unsecured borrowed money Indebtedness (including guaranties thereof), in a principal amount equal to or greater than $25,000,000.
“Maximum Rate” has the meaning set forth in Section 10.09.
“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 100% of the Fronting Exposure of each applicable L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.16(a)(i), (a)(ii) or (a)(iii), an amount equal to 100% of the Outstanding Amount of all L/C Obligations, and (c) otherwise, an amount determined by the Administrative Agent and the applicable L/C Issuer in their sole discretion.
“Minority Interest” means, with respect to any non-Wholly-Owned Subsidiary, direct or indirect, of the Borrower, 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 the 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 the 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.
“Negative Pledge” means, with respect to a given asset, a Contractual Obligation that contains a covenant binding on the Borrower and its Subsidiaries that prohibits Liens on such asset, other than (a) any such covenant contained in a Contractual Obligation granting or relating to a particular Lien which affects only the property that is the subject of such Lien and (b) any such covenant that does not apply to, or otherwise permits, Liens which may secure the Obligations now or in the future; provided, however, that an agreement that conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets, shall not constitute a Negative Pledge.
“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 (i) the net amount of any real estate gains or losses, (ii) impairments, (iii) unrealized gains and losses on investments otherwise included in Net Income, and (iv) leasing costs that may be required to be expensed pursuant to changes in GAAP that take effect after December 31, 2018 (and that otherwise would have been capitalized in accordance with GAAP as in existence on December 31, 2018).
“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 Borrower’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-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.
“Non-Recourse Debt” means Indebtedness of any Person for which the liability of such Person (except with respect to fraud, Environmental Laws liability, material misrepresentation, misapplication of funds, bankruptcy, prohibited transfers, failure to obtain consent for subordinate financing in violation of the applicable loan documents, misuse or misapplication of insurance proceeds or condemnation awards, existence of hazardous wastes 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 Revolving Notes, individually or collectively, as appropriate.
“Obligations” means all advances to, and debts, liabilities, obligations of, any Credit Party 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 Credit Party 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.
“Obligor Subsidiary” means any Subsidiary (other than the Operating Partnership) that is not a Guarantor but is obligated with respect to any Material Unsecured Indebtedness.
“Obligor Subsidiary Debt” means third party unsecured borrowed money Indebtedness (including guaranties) of any Obligor Subsidiary.
“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.
“Operating Partnership” has the meaning set forth in the introductory paragraph.
“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.
“Other Connection Taxes” means, with respect to the Administrative Agent, any Lender or any L/C Issuer, Taxes imposed as a result of a present or former connection between the Administrative Agent, such Lender or such L/C Issuer and the jurisdiction imposing such Tax (other than connections arising from the Administrative Agent, such Lender or such L/C Issuer having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
“Other Investments” means Investments other than (a) Development Properties and (b) Investments in Real Property of the Borrower and its Subsidiaries consisting of improved real estate property used principally for office, laboratory, research, health sciences, technology, manufacturing or warehouse purposes (and appurtenant amenities). In determining Adjusted Tangible Assets on any date, the contribution to Adjusted Tangible Assets from Other Investments that are not owned 100%, directly or indirectly, by the Borrower or any of its Subsidiaries, shall be the book value of such Other Investments adjusted by multiplying same by the Borrower’s or such Subsidiaries’ interest therein as of the last day of the fiscal quarter of the Borrower ending on or most recently prior to such date.
“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document; provided, however, that “Other Taxes” shall not include Taxes that are Other Connection Taxes 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 (other than an assignment made pursuant to Section 10.13).




“Outstanding Amount” means (a) 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; (b) 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 Borrower of Unreimbursed Amounts and (c) 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 or the applicable L/C Issuer, 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).
“Participant Register” has the meaning set forth in Section 10.06(d).
“Participating Member State” means any member state of the European Union that has the Euro as its lawful currency in accordance with EMU Legislation.
“PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).
“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, 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 Borrower 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 Liens” means:
(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, to the extent required by GAAP (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 for which adequate reserves have been set aside, to the extent required by GAAP, 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, to the extent required by GAAP, 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;




(n)    deposits to secure the performance of bids, contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(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 Credit Party or any Subsidiary;
(q)    Liens securing Obligations; and
(r)    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.
“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(3) of ERISA) established by the Borrower, 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 Borrower or any of its Subsidiaries during such period to the holders of Preferred Equity but shall not include (i) any Minority Interest’s share of any such Restricted Payments or (ii) any such Restricted Payments paid to the Borrower or any of its Subsidiaries.
“Preferred Equity” means any form of preferred stock (whether perpetual, convertible or otherwise) or other ownership or beneficial interest in the Borrower 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 Borrower and its Subsidiaries, whether real property or personal property.
“Protected Party” has the meaning set forth in Section 10.04(d).
“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
“Public Lender” has the meaning set forth in Section 6.02.
“Purchasing Bank” has the meaning set forth in Section 2.01(a).




“Qualified Asset Pool Property” means Qualified Land, Qualified Revenue-Producing Property, Qualified Development Assets and Qualified Joint Venture Property.
“Qualified Development Asset” means, as of any date of determination, without duplication, a Real Property that:
(a)    satisfies the Base Qualifications;
(b)    constitutes a Development Investment; and
(c)    does not otherwise constitute a Qualified Revenue-Producing Property or Qualified Land.
“Qualified Joint Venture Property” means a Real Property, owned and controlled by a direct or indirect non-wholly-owned Subsidiary, 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 (i) the Borrower or (ii) any of its Subsidiaries, as long as such Subsidiary does not need the consent of any minority equity holder thereof to consent to any disposition, refinancing or operating activity).
“Qualified Land” means, as of any date of determination, without duplication, a Real Property that:
(a)    satisfies the Base Qualifications;
(b)    is entitled; and
(c)    does not otherwise constitute a Qualified Revenue-Producing Property or Qualified Development Asset.
“Qualified Revenue-Producing Property” means, as of any date of determination, without duplication, a Revenue-Producing Property that:
(a)    satisfies the Base Qualifications;
(b)    is occupied or available for occupancy (subject to final tenant improvements); and
(c)    does not otherwise constitute a Qualified Development Asset or Qualified Land.
“Rate Determination Date” means, with respect to any Interest Period, the date that is two Business Days prior to the commencement of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as reasonably determined by the Administrative Agent; provided, that to the extent such market practice is not administratively feasible for the Administrative Agent, such other day as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower).
“Rating Agencies” means (a) S&P, (b) Moody’s, and (c) Fitch.
“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 Credit Party or any of its Subsidiaries.




“Register” has the meaning specified in Section 10.06(c).
“REIT” means a “real estate investment trust,” as that term is defined in Sections 856 through 860 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.
“Relevant Canadian Governmental Body” means the Bank of Canada, or a committee officially endorsed or convened by the Bank of Canada, or any successor thereto.
“Relevant Canadian Governmental Body’s Website” means the Bank of Canada’s website or any successor source for CORRA identified as such by the Relevant Canadian Governmental Body from time to time.
“Relevant Governmental Body” means (a) with respect to a Benchmark Replacement in respect of Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Dollars, the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto and (b) with respect to a Benchmark Replacement in respect of Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, any Alternative Currency, (1) the central bank for the currency in which such amounts are denominated hereunder or any central bank or other supervisor which is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement or (2) any working group or committee officially endorsed or convened by (A) the central bank for the currency in which such amounts are denominated, (B) any central bank or other supervisor that is responsible for supervising either (i) such Benchmark Replacement or (ii) the administrator of such Benchmark Replacement, (C) a group of those central banks or other supervisors or (D) the Financial Stability Board or any part thereof.
“Replacement Lender” has the meaning set forth in Section 10.13.
“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, and (c) with respect to a Bid Loan, a Bid Request.
“Required Lenders” means, as of any date of determination, Revolving Lenders having more than 50% of the Aggregate Revolving Commitments or, if the Aggregate Revolving Commitments have been terminated pursuant to Section 8.02, Revolving Lenders holding in the aggregate more than 50% of the Total Revolving Outstandings (with the aggregate amount of each Revolving Lender’s risk participation and funded participation in L/C Obligations and Revolving Loans denominated in an Alternative Currency deemed “held” by such Revolving Lender for purposes of this definition); provided that the Commitment of, and the portion of the Total Revolving Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.




“Responsible Officer” means, (a) 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 the applicable Credit Party (or the partner or member or manager, as applicable), (b) solely for purposes of notices given pursuant to Article II, any officer referred to in the foregoing clause (a) and any other officer or employee of the applicable Credit Party so designated by any of such officers in a notice to the Administrative Agent or any other officer or employee of the applicable Credit Party designated in or pursuant to an agreement between the applicable Credit Party and the Administrative Agent, and (c) for all other purposes, the chief executive officer, president, chief financial officer, treasurer, assistant treasurer, secretary, assistant secretary or any executive vice president of the applicable Credit Party (or the partner or member or manager, as applicable). Any document delivered hereunder that is signed by a Responsible Officer of a Credit Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Credit Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Credit Party.
“Restricted Payment” means, with respect to any equity interest or any warrant or option to purchase an equity interest issued by the Borrower or any of its Subsidiaries, (a) the retirement, redemption, purchase or other acquisition for Cash or for Property by the Borrower 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 Borrower or such Subsidiary of any dividend in Cash or in Property on or with respect to any such security or interest; provided that the Hybrid Equity Percentage of the interest, fees, charges and related expenses paid with respect to any Hybrid Instrument shall be deemed to be a dividend in Cash for purposes of this definition and (c) any other payment in Cash or Property by the Borrower 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 Floating Rate Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Floating Rate Loan denominated in an Alternative Currency pursuant to Section 2.02, (iii) the date the applicable 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 such 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 denominated in an Alternative Currency, each of the following: (i) the date of issuance of such Letter of Credit, (ii)  the first Business Day of each calendar month,  (iii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (it being understood for the avoidance of doubt that the entire amount of such Letter of Credit shall be subject to revaluation on such Revaluation Date, not just the amount of the incremental increase), (iv) each date of any payment by the applicable L/C Issuer under such Letter of Credit and (v) such additional dates as the Administrative Agent or the applicable 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 Borrower pursuant to Section 2.01, (b) purchase participations in L/C Obligations, and (c) 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 2.01 or in the Assignment and Assumption or Lender Joinder




Agreement 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) January 22, 2031 and (ii) if the Revolving 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 Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans and such Lender’s participation in L/C Obligations and, in the case of an Alternative Currency Participating Lender, the aggregate Alternative Currency Risk Participations held by such Lender at such time; provided that the Revolving Credit Exposure of (i) each Lender acting as an Alternative Currency Fronting Lender shall include the Outstanding Amount of all Revolving Loans denominated in an Alternative Currency funded by such Lender and (ii) each Lender that is an L/C Issuer shall include the Outstanding Amount of all L/C Obligations with respect to Letters of Credit issued by such L/C Issuer.
“Revolving Credit Increase Effective Date” has the meaning set forth in Section 2.15(a).
“Revolving Lender” means each Lender that has a Revolving Commitment or, following termination of the Revolving Commitments, has Revolving Loans outstanding or a risk participation in L/C Obligations or Revolving Loans denominated in Alternative Currency.
“Revolving Loan” means a Base Rate Loan, a Floating Rate Loan or a Daily RFR Loan made to the Borrower by a Revolving Lender in accordance with its Applicable Percentage pursuant to Section 2.01, except as otherwise provided herein.
“Revolving Note” means a promissory note made by the Borrower in favor of a Revolving Lender evidencing Revolving Loans made by such Revolving Lender, substantially in the form of Exhibit B. A Revolving Note shall be executed by the Borrower in favor of each Revolving Lender requesting a Revolving Note.
“Rollover Borrowing” means the Loans described on Schedule 1.01 hereto.
“Rollover Interest Period” means the Interest Period set forth with respect to each Rollover Borrowing on Schedule 1.01 hereto.
“Royal Bank” means Royal Bank of Canada and its successors.
“S&P” means S&P Global Ratings, a division of S&P Global 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 applicable 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.
“Sanction(s)” means any international economic or financial sanction(s) or trade embargoes or similar restrictions administered or enforced by the United States Government (including, without limitation, OFAC), the United Nations Security Council, the European Union, His Majesty’s Treasury or Canada.




“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 Borrower pursuant to the Securities Exchange Act of 1934.
“Secured Debt” means, without duplication, (a) Indebtedness of the Borrower or any of its Subsidiaries that is secured by a Lien and (b) Obligor Subsidiary Debt; provided, that Secured Debt shall not include (i) any of the Obligations or (ii) any Discharged Indebtedness.
“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 the Borrower and its Subsidiaries as of such date by (b) the Adjusted Tangible Assets, as of such date.
“Selling Bank” has the meaning set forth in Section 2.01(a).
“SOFR” with respect to any day means a rate per annum equal to the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s website (or any successor source) and, in each case, that has been selected or recommended by the Relevant Governmental Body.
“Solvent” means, as to any Person, that, as of any date of determination, (a) the amount of the present fair saleable value of the assets of such Person will, as of such date, exceed the amount of all liabilities of such Person, contingent or otherwise, as of such date, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its existing or anticipated debts as such debts become absolute and matured, and (c) such Person will not have as of such date, an unreasonably small amount of capital with which to conduct its business.
“SONIA” means a rate equal to the Sterling Overnight Index Average as administered by the SONIA Administrator; provided, however, that in no event shall SONIA be less than zero percent (0.00%) per annum.
“SONIA Administrator” means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).
“SONIA Administrator’s Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.
“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, including, without limitation, Yen and Australian Dollars.
“Spot Rate” for a currency means the rate determined by the Administrative Agent or an 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 such L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or such 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 such 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 issued by it 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, association or other business entity (i) 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 or (ii) the accounts of which are consolidated with the accounts of such Person in such Person’s consolidated financial statements prepared in accordance with GAAP. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.
“Sustainability Amendment” has the meaning specified in Section 2.18(a).
“Sustainability Pricing Provisions” has the meaning specified in Section 2.18(a).
“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).
“Syndication Agents” means Bank of America, JPM, GS, Royal Bank, Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation, TD Bank, N.A., The Bank of Nova Scotia, Truist Bank and U.S. Bank National Association, each in its capacity as co-syndication agent.
“T2” means the real time gross settlement system operated by the Eurosystem, or any successor system.
“TARGET Day” means any day on which T2 is open for the settlement of payments in Euro.




“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholdings), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Term CORRA” means, for the applicable corresponding tenor, the forward‐looking term rate based on CORRA that has been selected or recommended by the Relevant Canadian Governmental Body, and that is published by an authorized benchmark administrator and is displayed on a screen or other information service, as identified or selected by the Administrative Agent in its reasonable discretion at approximately a time and as of a date prior to the commencement of an Interest Period determined by the Administrative Agent in its reasonable discretion in a manner substantially consistent with market practice; provided, that if Term CORRA determined as provided above shall ever be less than zero percent (0.00%) per annum, then Term CORRA shall be deemed to be zero percent (0.00%) per annum.
“Term CORRA Loan” means a Loan denominated in Canadian Dollars that bears interest at a rate based on Term CORRA.
“Term SOFR” means:
(a)    For any calculation with respect to a Term SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and
(b)    for any calculation with respect to a Base Rate loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Base Rate Term SOFR Determination Date”) that is two U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Business Day is not more than three U.S. Government Securities Business Days prior to such Base Rate SOFR Determination Day;
provided, further, that if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or clause (b) above) shall ever be less than zero percent (0.00%) per annum, then Term SOFR shall be deemed to be zero percent (0.00%) per annum.
“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).




“Term SOFR Loan” means a Committed Loan that bears interest based on Term SOFR. All Term SOFR Loans shall be denominated in Dollars.
“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.
“TONA” means a rate equal to the Tokyo Overnight Average Rate as administered by the TONA Administrator; provided, however, that in no event shall TONA be less than zero percent (0.00%) per annum.

“TONA Administrator” means the Bank of Japan (or any successor administrator of the Tokyo Overnight Average Rate).

“TONA Administrator’s Website” means the Bank of Japan’s website, currently at http://www.boj.or.jp, or any successor source for the Tokyo Overnight Average Rate identified as such by the TONA Administrator from time to time.
“Total Assets” means, as of any date of determination, 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); provided further that the aggregate positive amount of net cash proceeds that would be due to the Borrower from all Equity Forward Contracts that have not yet settled as of such date, shall be included in such calculation, calculated as if such Equity Forward Contracts were settled by the Borrower’s delivery of its common shares as of, and such net cash proceeds were actually received on, the last day of the then most recently ended fiscal quarter (provided that such calculation shall exclude each Equity Forward Contract, if any, with respect to which either (a) the Borrower or the counterparty would not reasonably be expected for any reason, to be able to fulfill its obligations thereunder or (b) the Borrower no longer intends to issue shares sufficient to realize such proceeds). 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 (except as limited by the final paragraph of this definition);
(b)    all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances and bank guaranties;
(c)    net obligations of such Person under any Swap Contract;
(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, 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. The amount of the obligations under any Hybrid Instrument on any date shall be deemed to be the Hybrid Debt Percentage of the outstanding principal amount of such Hybrid Instrument as of such date.
“Total Revolving Outstandings” means the sum of (i) the aggregate Outstanding Amount of all Revolving Loans plus (ii) the aggregate Outstanding Amount of all L/C Obligations plus (iii) the aggregate Outstanding Amount of all Bid Loans.
“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, Floating Rate Loan or a Daily RFR Loan, and (b) with respect to a Bid Loan, its character as an Absolute Rate Loan or a Floating Margin Bid Loan.
“UCC” means the Uniform Commercial Code as in effect in the State of New York.
“UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).
“UK Bail-in Legislation” means Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation, rule or requirement applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
“Unconsolidated Entity” means, as of any date of determination, a corporation, partnership, limited liability company, trust, joint venture, or other business entity in which the Borrower, directly or indirectly through ownership of one or more intermediary entities, owns an equity interest but that is not required in accordance with GAAP to be consolidated with the Borrower for financial reporting purposes (including, for the avoidance of doubt, (i) any entity in which the only investment by the Borrower or any Affiliate thereof consists of preferred stock or securities of another entity having characteristics analogous to those of preferred stock, and (ii) any entity as to which the Borrower (together with its Affiliates) does not have the power to direct the acquisition, financing, disposition and other major decisions regarding property owned by such entity).




“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 Permitted Liens, (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 Borrower 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 Borrower or applicable Subsidiary has owned and operated such Real Property, adjusted by the Borrower 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 Borrower 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, arm’s 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 Borrower’s or its 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 Borrower, (i) the cost basis as determined in accordance with GAAP or the Appraised Value (if any) of such Qualified Land multiplied by (ii) the Borrower’s or its 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 Borrower’s or its 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 Borrower 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 the Borrower, (ii) an employee stock ownership plan or other employee benefit plan covering the employees of the Borrower and its Subsidiaries or (iii) any Person that held Common Stock on the day prior to the effective date of the Borrower’s registration statement under the Securities Act of 1933 covering the initial public offering of Common Stock.
“Unsecured 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 Borrower and its Subsidiaries (other than (i) Obligor Subsidiary Debt and (ii) Discharged Indebtedness). The Unsecured Interest Coverage Ratio shall be determined by the Borrower and such determination shall be reasonably satisfactory to the Administrative Agent and shall exclude interest during construction to the extent capitalized.
“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.
“U.S. Tax Compliance Certificate” has the meaning set forth in Section 3.01(e)(ii)(B)(III).
“Wholly-Owned Subsidiary” means a Subsidiary of the Borrower, 100% of the capital stock or other equity interest of which is owned, directly or indirectly, by the Borrower, except for director’s qualifying shares and nominal shares issued to foreign nationals to the extent required by applicable Laws.
“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) in relation to the UK Bail-In Legislation, any powers under the UK Bail-In Legislation to cancel, transfer or dilute shares issued by a Person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a Person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers.
“Yen” and “¥” mean the lawful currency of Japan.
1.02    Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a)    The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “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, amended and restated, 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 “hereto,” “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, amended and restated, 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.
1.03    Accounting Terms/Financial Covenants.
(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 Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower 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 reasonable approval of the Administrative Agent and the Borrower); 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 Borrower shall provide to the Administrative Agent (for distribution to 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. Notwithstanding any change in GAAP effective after December 31, 2018 that would require lease obligations (including but not limited to lease obligations under any Mortgageable Ground Leases) that would be treated as operating leases as of December 31, 2018 to be classified and accounted for as capital leases or otherwise reflected on the consolidated balance sheet of the Borrower and its subsidiaries, such obligations shall be excluded from the definition of Indebtedness and Total Indebtedness and other relevant definitions under this




Agreement and any such corresponding right-of-use asset shall also be excluded from Adjusted Tangible Assets.
(c)    Calculation of Financial Covenants. For purposes of calculation of the applicable financial covenants, the Borrower and its Subsidiaries shall be given credit for properties held by an “exchange accommodation titleholder” pursuant to an exchange that is intended to qualify as a reverse exchange under Section 1031 of the Code (including in the event any such property is subject to a mortgage in favor of, or for the benefit of, the Borrower or any of its Subsidiaries).
1.04    Exchange Rates; Currency Equivalents.
(a)    The Administrative Agent or an 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 the Credit 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 an L/C Issuer, as applicable.
(b)    Wherever in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of a Floating 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, Floating 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 an L/C Issuer, as the case may be.
(c)    The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definitions of “Floating Rate”, “Eurocurrency Rate”, “BBSY Bid Rate”, “SONIA”, “Term SOFR”, “CORRA”, “TONA” or with respect to any comparable or successor rate thereto.
1.05    Additional Alternative Currencies.
(a)    The Borrower may from time to time request that Floating 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 the administrator of the applicable reference rate for such currency reports a Floating Rate for such currency for the applicable Interest Periods. In the case of any such request with respect to the making of Floating Rate Loans, such request shall be subject to the approval of the Administrative Agent, the applicable Lenders and the applicable 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 applicable 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 applicable L/C Issuer, in its sole discretion). In the case of any such request pertaining to Floating 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 applicable L/C Issuer thereof. Each




applicable Lender (in the case of any such request pertaining to Floating Rate Loans) or the applicable 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 Floating Rate Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.
(c)    Any failure by a Lender or an L/C Issuer, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Lender or such L/C Issuer, as the case may be, to permit Floating Rate Loans to be made or Letters of Credit to be issued by such L/C Issuer in such requested currency. If the Administrative Agent and all the applicable Lenders consent to making Floating Rate Loans in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Committed Borrowings of Floating Rate Loans; and if the Administrative Agent and an L/C Issuer consent to the issuance of Letters of Credit by such L/C Issuer in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances by such L/C Issuer. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.05, the Administrative Agent shall promptly so notify the Borrower.
1.06    Change of Currency.
(a)    Each obligation of the Borrower 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 Borrower, 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 Borrower, 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.
1.07    Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Pacific time (daylight or standard, as applicable).
1.08    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.




1.09    Divisions. For all purposes under the Loan Documents, in connection with any Division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.
ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS
2.01    Committed Loans.
(a)    Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans (each such loan, a “Revolving Loan”) to the Borrower in Dollars or (subject to the provisions of Section 2.02(f)) 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 on the Closing Date, each Lender that will have a greater Applicable Percentage of the Revolving Commitments upon the Closing Date than its Applicable Percentage (under and as defined in the Existing Credit Agreement) of the Revolving Commitments (under and as defined in the Existing Credit Agreement) immediately prior to the Closing Date (each, a “Purchasing Bank”), without executing an Assignment and Assumption, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Applicable Percentage of the Revolving Commitments upon the Closing Date than its Applicable Percentage (under and as defined in the Existing Credit Agreement) of the Revolving Commitments (under and as defined in the Existing Credit Agreement) immediately prior to the Closing Date (each, a “Selling Bank”) in all such Selling Bank’s rights and obligations under this Agreement and the other Loan Documents as a Lender with respect to the Revolving Commitments (collectively, the “Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Lender shall have its respective Revolving Commitment as set forth in Schedule 2.01. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the Loans and without recourse, representation or warranty, except that each Selling Bank shall be deemed to represent and warrant to each Purchasing Bank that the Assigned Rights and Obligations of such Selling Bank are not subject to any Liens created by that Selling Bank. For the avoidance of doubt, after giving effect to any Committed Borrowing in no event shall (i) the Total Revolving Outstandings exceed the Aggregate Revolving Commitments, (ii) the Revolving Credit Exposure of any Revolving Lender exceed such Revolving Lender’s Revolving Commitment, (iii) the aggregate Outstanding Amount of all Revolving Loans denominated in Alternative Currencies exceed the Alternative Currency Sublimit or (iv) after giving effect to any Revolving Loans denominated in Alternative Currencies and advanced by an Alternative Currency Fronting Lender, the aggregate principal Dollar Equivalent amount of all such Revolving Loans funded by such Alternative Currency Fronting Lender 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 Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. On the Closing Date, all Revolving Loans shall be Base Rate Loans or Daily RFR Loans unless the Borrower 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, Floating Rate Loans or Daily RFR Loans, as further provided herein.
(b)    Nothing in this Agreement shall be construed as a discharge, extinguishment or novation of the Obligations of the Credit Parties outstanding under the Existing Credit Agreement, which Obligations shall




remain outstanding under this Agreement after the date hereof as “Revolving Loans” except as expressly modified hereby or by instruments executed concurrently with this Agreement.
2.02    Borrowings, Conversions and Continuations of Committed Loans.
(a)    Each Committed Borrowing, each conversion of Committed Loans from one Type to another, and each continuation of Floating Rate Committed Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Committed Loan Notice (including by e-mail); provided that any telephonic notice shall be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice (which may be by e-mail). Each such Committed Loan Notice must be received by the Administrative Agent not later than (i) 12:00 p.m. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Floating Rate Committed Loans denominated in Dollars, (ii) 12:00 p.m. four 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 Floating Rate Committed Loans denominated in Alternative Currencies, and (iii) 11:00 a.m. on the requested date of any Borrowing of Base Rate Committed Loans or Daily RFR Loans or of any conversion of Floating Rate Committed Loans denominated in Dollars to Base Rate Committed Loans or Daily RFR Loans; provided, however, that if the Borrower wishes to request Floating Rate Committed Loans having an Interest Period other than one, two, three, six or twelve 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 (i) 12:00 p.m. three Business Days prior to the requested date of such Borrowing, conversion to or continuation of Floating Rate Committed Loans denominated in Dollars, or (ii) 12:00 p.m. 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 Floating Rate Committed 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 (i) 11:00 a.m. two Business Days before the requested date of such Borrowing, conversion or continuation of Floating Rate Committed Loans denominated in Dollars, or (ii) 11:00 a.m. three Business Days (or four Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Floating Rate Committed Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of, conversion to or continuation of Floating Rate Committed 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 or Daily RFR 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 shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to another, or a continuation of Floating Rate Committed 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, (vi) the currency of the Committed Loans to be borrowed and (vii) if (A) the currency of the Committed Loans to be borrowed is an Alternative Currency with respect to which the Administrative Agent has received notice that a Lender is an Alternative Currency Participating Lender, and (B) the aggregate principal Dollar Equivalent amount of the requested Committed Loans (when aggregated with any other Revolving Loans denominated in Alternative Currencies advanced by Citi in its capacity as an Alternative Currency Fronting Lender) exceeds Citi’s Fronting Commitment, which of the other Alternative Currency Fronting Lenders the Borrower is requesting to fund such excess (it being understood that in no event shall any Alternative Currency Fronting Lender have any obligation to fund any amount in excess of its Fronting Commitment); provided, however, that all Committed Loans requested to be made in Alternative Currencies shall be subject to the limitations set forth in the proviso to the first sentence of Section 2.01. If the Borrower fails 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 Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) if a Default or Event of Default then exists, Daily RFR Loans and (y) if no Default or Event of Default exists, Floating Rate Committed Loans with an Interest Period of one month; 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 Floating Rate Committed Loans in their original currency with an Interest Period of one month. Any automatic conversion to Daily RFR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Floating Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Floating Rate Committed 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 in the case of a Committed Borrowing denominated in an Alternative Currency with respect to which the Administrative Agent has received notice that a Lender is an Alternative Currency Participating Lender, the Administrative Agent shall promptly notify each Alternative Currency Fronting Lender of the aggregate Alternative Currency Risk Participations in such Committed Borrowing to be purchased by Alternative Currency Participating Lenders and advanced to the Borrower by such Alternative Currency Fronting Lender; provided that Citi shall advance all such amounts to the extent of its available Fronting Commitment, and any remaining amounts to be advanced will be advanced by such of the other Alternative Currency Fronting Lenders as are identified in the applicable Committed Loan Notice to the extent of their respective available Fronting Commitments), and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Daily RFR 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 denominated in Dollars, each Lender, and in the case of a Committed Borrowing denominated in an Alternative Currency, 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 11:00 a.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 Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Citi 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 Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing denominated in Dollars is given by the Borrower, 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 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 Borrower, then the Borrower may decrease the amount of the requested Committed Loan within one Business Day after notice by the Administrative Agent of such limitation. If the 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 Floating Rate Committed Loan may be continued or converted only on the last day of an Interest Period for such Floating Rate Committed Loan. During the existence of a Default or Event of Default, no Loans may be requested as, converted to or continued as Floating Rate Committed Loans or Daily RFR 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 Floating Rate Committed Loans and Daily RFR 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 Borrower and the Lenders of the interest rate applicable to any Interest Period for Floating Rate Committed Loans and Daily RFR Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Citi’s base 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 another, and all continuations of Committed Loans as the same Type, there shall not be more than 30 Interest Periods in effect with respect to Daily RFR Rate 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 Borrower 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 Borrower in accordance with Section 2.02(b). Immediately upon the funding by an 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 Lenders 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 an Alternative Currency Fronting Lender or the Administrative




Agent pursuant to this subsection may be given by telephone if promptly confirmed in writing; provided that the absence of such a confirmation shall not affect the conclusiveness or binding effect of such notice.
(iv)    On the applicable Alternative Currency Participation Payment Date, each Alternative Currency Participating Lender in the Revolving Loans specified for funding pursuant to this Section 2.02(f) shall deliver the amount of such Alternative Currency Participating Lender’s Alternative Currency Risk Participation with respect to such specific Revolving Loans in the applicable Alternative Currency and in Same Day Funds to the Administrative Agent; provided, however, that no Alternative Currency Participating Lender shall be (i) responsible for any default by any other Alternative Currency Participating Lender in such other Alternative Currency Participating Lender’s obligation to pay such amount and/or (ii) required to fund an 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 applicable Alternative Currency Fronting Lender(s).
(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 applicable Alternative Currency Fronting Lender on demand from such Alternative Currency Participating Lender together with interest at the Overnight Rate for three 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 an Alternative Currency Fronting Lender receives a payment in respect of any Revolving Loan, whether directly from the Borrower or otherwise, in which Alternative Currency Participating Lenders have fully funded their purchase of Alternative Currency Risk Participations, such 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 an Alternative Currency Fronting Lender with respect to any Revolving Loan in an Alternative Currency made by it shall be required to be returned by such Alternative Currency Fronting Lender after such time as such 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 such 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 applicable Alternative Currency Fronting Lender, the Administrative Agent, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any of its




Subsidiaries; (iv) any breach of this Agreement or any other Loan Document by a Credit Party 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 Borrower, 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 Borrower 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 Borrower 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 Closing Date in respect of each Alternative Currency.
(g)    Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.
2.03    Letters of Credit.
(a)    The Letter of Credit Commitment.
(i)    Subject to the terms and conditions set forth herein, (A) each 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 Borrower or its Subsidiaries, and to amend or extend 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 issued by it; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its 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 Revolving Credit Exposure of any Revolving Lender shall not, subject to the discretion of such L/C Issuer pursuant to Section 2.03(a)(iii)(A), exceed such Revolving Lender’s Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Subfacility. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower 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 Borrower’s ability to obtain Letters of Credit




shall be fully revolving, and, accordingly, the Borrower 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)    No L/C Issuer shall 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 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)    No L/C Issuer shall be under any obligation to issue any Letter of Credit if:
(A)    after giving effect thereto, the Outstanding Amount of all L/C Obligations with respect to Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s Letter of Credit Sublimit or cause the Revolving Credit Exposure of such L/C Issuer to exceed the Revolving Commitment of such L/C Issuer; provided that, subject to the limitations set forth in the proviso to the first sentence of Section 2.03(a)(i), any L/C Issuer in its sole discretion may issue Letters of Credit in excess of the foregoing limitations;
(B)    any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good faith deems material to it;
(C)    the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(D)    except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount of less than $500,000;
(E)    except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(F)    such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency;
(G)    such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(H)    any Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/




C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such 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 such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.
(iv)    No L/C Issuer shall amend any Letter of Credit issued by it if such 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)    No L/C Issuer shall be under obligation to amend any Letter of Credit issued by it if (A) such 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)    Each 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 such 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 such 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 such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to such 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, by a single L/C Issuer selected by the Borrower, upon the request of the Borrower delivered to the applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application for such L/C Issuer, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by such L/C Issuer, by personal delivery or by any other means acceptable to such L/C Issuer. Such Letter of Credit Application must be received by an 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 applicable 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 applicable 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; (G) the purpose of the requested Letter of Credit; and (H) such other matters as such 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 applicable 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 such L/C Issuer may reasonably require. Additionally, the Borrower shall furnish to the applicable 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 such L/C Issuer or the Administrative Agent may require.




(ii)    Promptly after receipt of any Letter of Credit Application, the applicable 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 Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Revolving Lender, the Administrative Agent or the 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, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such 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 applicable 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 applicable L/C Issuer will also deliver to the Borrower and the Administrative Agent and to any requesting Lender a true and complete copy of such Letter of Credit or amendment.
(iv)    If the Borrower so requests in any applicable Letter of Credit Application, the applicable 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 applicable 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 a day (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 applicable L/C Issuer, the Borrower shall not be required to make a specific request to such 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 applicable 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 such L/C Issuer shall not permit any such extension if (A) such 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 Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such 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 applicable L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(c)    Drawings and Reimbursements; Funding of Participations.
(i)    Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable L/C Issuer shall notify the Borrower and the Administrative




Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the applicable L/C Issuer in such Alternative Currency, unless (A) such 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 Borrower shall have notified such L/C Issuer promptly following receipt of the notice of drawing that the Borrower will reimburse such 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 applicable L/C Issuer shall notify the Borrower 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 an L/C Issuer under a Letter of Credit issued by it to be reimbursed in Dollars, or the Applicable Time on the date of any payment by an 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 Borrower shall reimburse the applicable L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency. If the Borrower fails to so reimburse the applicable 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 Borrower 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 an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly confirmed in writing; provided that the lack of such a 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 applicable 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 Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable 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 Borrower shall be deemed to have incurred from the applicable 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 applicable 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 an L/C Issuer for any amount drawn under any Letter of Credit




issued by it, interest in respect of such Revolving Lender’s Applicable Percentage of such amount shall be solely for the account of such L/C Issuer.
(v)    Each Revolving Lender’s obligation to make Committed Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit issued by it, 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 such L/C Issuer, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of 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 Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the applicable L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit issued by it, together with interest as provided herein.
(vi)    If any Revolving Lender fails to make available to the Administrative Agent for the account of an 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, such 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 such 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 such 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 an L/C Issuer submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing to it under this clause (vi) shall be conclusive absent manifest error.
(d)    Repayment of Participations.
(i)    At any time after an L/C Issuer has made a payment under any Letter of Credit issued by it 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 such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower 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 an 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 such L/C Issuer in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of such 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 Borrower to reimburse each L/C Issuer for each drawing under each Letter of Credit issued by it 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 Borrower 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), such 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)    waiver by such L/C Issuer of any requirement that exists for such L/C Issuer’s protection and not the protection of the Borrower or any waiver by such L/C Issuer which does not in fact materially prejudice the Borrower;
(v)    honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;
(vi)    any payment made by such L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable;
(vii)    any payment by such L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not comply with the terms of such Letter of Credit; or any payment made by such 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;
(viii)    any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Borrower or any Subsidiary or in the relevant currency markets generally; or
(ix)    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 Borrower or any Subsidiary.
The Borrower 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 Borrower’s instructions or other




irregularity, the Borrower will promptly notify the applicable L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against such L/C Issuer and its correspondents unless such notice is given as aforesaid.
(f)    Role of L/C Issuer. Each Revolving Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable 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 any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such 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 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 Borrower hereby assumes 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 Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such L/C Issuer shall be liable or responsible for any of the matters described in Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against such L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction) or such L/C Issuer’s willful failure to pay under any Letter of Credit issued by it after the presentation to it by the beneficiary of a sight draft and certificate(s) substantially complying with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, each 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 such 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 issued by it 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)    Applicability of ISP and UCP. Unless otherwise expressly agreed by an L/C Issuer and the Borrower when a Letter of Credit is issued by it, the rules of the ISP shall apply to each Letter of Credit issued by it (or UCP if required, subject to such L/C Issuer’s approval). Notwithstanding the foregoing, no L/C Issuer shall be responsible to the Borrower for, and each L/C Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of any L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where any L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.
(h)    Letter of Credit Fees. The Borrower 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 Margin for Floating Rate Committed Loans and Daily RFR 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 1.08. 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 expiry date of such Letter of Credit and thereafter on demand. If there is any change in the Applicable Margin for Floating 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 Margin for Floating Rate Loans separately for each period during such quarter that such Applicable Margin for Floating Rate Committed Loans was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.
(i)    Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to each L/C Issuer for its own account, in Dollars, a fronting fee with respect to each Letter of Credit issued by it, 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 expiry date of such Letter of Credit 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 1.08. In addition, the Borrower shall pay directly to each 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 such 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.
(j)    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.
(k)    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 Borrower shall be obligated to reimburse the applicable L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.
(l)    Periodic Notification of Outstanding Letters of Credit. Unless otherwise agreed by the Administrative Agent, each L/C Issuer shall, in addition to its notification obligations set forth elsewhere in this Section, provide the Administrative Agent with written reports from time to time, as follows;
(i)    reasonably prior to the time that such L/C Issuer issues, amends, increases or extends a Letter of Credit, a written report that includes the date of such issuance, amendment, increase or extension and the stated amount of such Letter of Credit after giving effect to such issuance, amendment, increase or extension (and whether the amounts thereof shall have changed);
(ii)    on each Business Day on which such L/C Issuer makes a payment pursuant to a Letter of Credit, a written report that includes the date and amount of such payment;
(iii)    on any Business Day on which the Borrower fails to reimburse a payment made pursuant to a Letter of Credit required to be reimbursed to such L/C Issuer on such day, a written report that includes the date of such failure and the amount of such payment;




(iv)    on any other Business Day, a written report that includes such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such L/C Issuer; and
(v)     (A) on the last Business Day of each calendar month and (B) on each date that (1) an L/C Credit Extension occurs or (2) there is any expiration, cancellation and/or disbursement, in each case, with respect to any Letter of Credit issued by such L/C Issuer, a written report that includes the information for every outstanding Letter of Credit issued by such L/C Issuer.
2.04    [Reserved].
2.04A    Bid Loans.
(a)    General. Each Revolving Lender agrees that the Borrower may from time to time request the Revolving Lenders to submit offers to make loans (each such loan, a “Bid Loan”) to the Borrower 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 Borrower may request the submission of Competitive Bids by delivering a Bid Request (which may be by e-mail) 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 Floating Margin Bid Loans. Each Bid Request shall (x) specify (1) the requested date of the Bid Borrowing (which shall be a Business Day), (2) 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), (3) the Type of Bid Loans requested, and (4) the duration of the Interest Period with respect thereto and (y) shall be signed by a Responsible Officer of the Borrower. No Bid Request shall contain a request for (A) more than one Type of Bid Loan or (B) Bid Loans having more than three different Interest Periods. Unless the Administrative Agent otherwise agrees in its sole discretion, the Borrower may not submit a Bid Request if it has submitted another Bid Request within the prior five Business Days.
(c)    Submitting Competitive Bids.
(i)    The Administrative Agent shall promptly notify each Lender of each Bid Request received by it from the Borrower 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 9:00 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 Floating Margin Bid Loans; provided, however, that any Competitive Bid submitted by Citi in its capacity as a Lender in response to any Bid Request must be submitted to the Administrative Agent not later than 8:45 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 (1) the proposed date of the Bid Borrowing; (2) 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; (3) 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; (4) if the proposed Bid Borrowing is to consist of Floating Margin Bid Loans, the Floating Bid Margin with respect to each such Floating Margin Bid Loan and the Interest Period applicable thereto; and (5) 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 Borrower of Competitive Bids. Not later than 10:30 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 Floating Margin Bid Loans, the Administrative Agent shall notify the Borrower 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 Floating Margin Bid Loans, the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers notified to them pursuant to Section 2.04A(d). The Borrower 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 Borrower 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 Floating Bid Margins within each Interest Period; and
(iv)    the Borrower 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 Floating 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 Floating 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 Borrower, 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 Borrower by the applicable time specified in Section 2.04A shall be deemed rejected.
(h)    Notice of Floating Rate. If any Bid Borrowing is to consist of Floating Margin Bid Loans, the Administrative Agent shall determine the Floating Rate for the relevant Interest Period, and promptly after making such determination, shall notify the Borrower and the Lenders that will be participating in such Bid Borrowing of such Floating 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 Borrower 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 Borrower 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.
2.05    Prepayments.
(a)    The Borrower may, upon written notice to the Administrative Agent (which may be by e-mail), 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 (A) 12:00 p.m. two Business Days prior to any date of prepayment of Floating Rate Committed Loans denominated in Dollars, (B) 12:00 p.m. four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Floating Rate Committed Loans denominated in Alternative Currencies and (C) 12:00 p.m. on the date of prepayment of Base Rate Committed Loans and Daily RFR Loans; (ii) any prepayment of Floating 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 Floating Rate Committed 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 or Daily RFR 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, 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 Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that a notice of voluntary prepayment pursuant to this subsection (a) may state that such notice is conditioned upon an event or other transaction, such as the effectiveness of other credit facilities or the receipt of the proceeds from the issuance




of Indebtedness, in which case such notice of prepayment pursuant to this subsection (a) may be revoked by the Borrower if such condition is not satisfied (subject to Section 3.05(b) for any notice of a prepayment of Revolving Loans that is revoked). Any prepayment of a Revolving Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05; provided that prepayments required to be made pursuant to Section 2.05(c) or (e) that repay a Floating Rate Loan within 30 days of the last day of its Interest Period and any prepayment of a Base Rate Loan or Daily RFR Loan shall not be subject to Section 3.05; and provided further that with respect to any prepayment of a Daily RFR Loan accrued interest will be due and payable on the next Daily RFR Interest Payment Date rather than on the date of prepayment. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.
(b)    [Reserved].
(c)    If the Administrative Agent notifies the Borrower 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 Borrower shall prepay Revolving Loans and/or the Borrower 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 Borrower 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. Prepayments of Floating Rate Loans made pursuant to this clause (c) shall not be subject to Section 3.05.
(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 Borrower 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 Borrower 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. Prepayments of Floating Rate Loans made pursuant to this clause (e) shall not be subject to Section 3.05.
2.06    Termination or Reduction of Aggregate Revolving Commitments. The Borrower may, upon written notice (which may be by e-mail) 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 2:00 p.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 Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (a) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (b) the Outstanding Amount of all L/C Obligations would exceed the Letter of Credit Subfacility, (c) the aggregate Outstanding Amount of all Bid Loans would exceed the Bid Loan Sublimit or (d) the aggregate Outstanding Amount of all Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit. 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 and, upon any resulting




reduction in the Letter of Credit Subfacility, the Letter of Credit Sublimit of each L/C Issuer shall be reduced on a pro rata basis. 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. Any notice of termination or reduction pursuant to this Section 2.06 may state that such notice is conditioned upon an event or other transaction, such as the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of Indebtedness, in which case such notice of termination or reduction pursuant to this Section 2.06 may be revoked by the Borrower if such condition is not satisfied (subject to Section 3.05(b) for any notice that is revoked). Following any such reduction, the Administrative Agent may, in its discretion, replace the existing Schedule 2.01 with an amended and restated schedule that reflects all such reductions.
2.07    Repayment of Loans.
(a)    The Borrower 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)    [Reserved].
(c)    The Borrower shall repay each Bid Loan on the last day of the Interest Period in respect thereof.
2.08    Interest.
(a)    Subject to the provisions of subsection (b) below, (i) each Floating Rate Committed Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Floating Rate for such Interest Period plus the Applicable Margin; (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 Margin; (iii) each Daily RFR Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Daily RFR Rate plus the Applicable Margin; 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 Floating Rate or Daily RFR Rate, as applicable for such Interest Period, plus (or minus) the Floating 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 Borrower 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 (other than as set forth in clause (b)(i) above), the Borrower 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 immediately preceding day), on the Revolving Commitment Termination Date 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 an Alternative Currency Fronting Lender shall be for the benefit of such Alternative Currency Fronting Lender, and not any Alternative Currency Participating Lender, until the applicable Alternative Currency Participating Lender has funded its participation therein to such Alternative Currency Fronting Lender.
2.09    Fees. In addition to certain fees described in subsections (h) and (i) of Section 2.03:
(a)    Facility Fee. The Borrower shall pay to the Administrative Agent, for the account of each Revolving Lender (other than a Defaulting Lender, subject to Section 2.17(a)(iii)) in accordance with its Applicable Percentage, a facility fee (the “Facility Fee”), in Dollars, equal to the Applicable Margin 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 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 fifth calendar day after the end of each fiscal quarter of the Borrower, 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 Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect.
(b)    Other Fees. The Borrower shall pay to Citi, Bank of America, BofA Securities, JPM, GS, Royal Bank and the Administrative Agent, for their own respective accounts fees, in Dollars, in the amounts and at the times specified in the Fee Letters. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
2.10    Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined pursuant to clause (b) of the definition of Base 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 computations of interest for Floating Rate Loans or Daily RFR Loans denominated in Sterling, Australian Dollars or Canadian Dollars shall be made on the basis of a year of 365 days 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 (other than Sterling, Australian Dollars or Canadian Dollars) 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.
(b)    For the purposes of the Interest Act (Canada), (i) whenever a rate of interest or fee rate hereunder is calculated on the basis of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual number of days in the calendar year of




calculation and dividing it by the number of days in the deemed year, (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields.
2.11    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 Borrower 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 Borrower 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 Borrower 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. 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.
2.12    Payments Generally; Administrative Agent’s Clawback.
(a)    General. All payments to be made by a Credit Party shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by a Credit Party hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 1:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the 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, the Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, the 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 an 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 12:00 p.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, solely for purposes of calculating interest, 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 the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day unless, in the case of a Floating Rate Loan, such Business Day falls in another calendar month, in which case payment shall be made on the immediately preceding 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 of Floating Rate Loans (or, in the case of any Committed Borrowing of Base Rate Loans or Daily RFR Loans, prior to 12:00 Noon on the date 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 (or, in the case of a Committed Borrowing of Base Rate Loans or Daily RFR Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower 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 Borrower 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 Borrower 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 reasonable 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 Borrower, the interest rate applicable to such Committed Borrowing. If the Borrower 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 Borrower the amount of such interest paid by the Borrower 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 Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
(ii)    Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or any L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or such L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment and without relieving the Borrower’s obligation to make such payment, then each of the Lenders or such L/C 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 such 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 Borrower 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 Borrower 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 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.
2.13    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 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 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 a Credit Party 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 to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).
Each Credit Party 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 Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.
2.14    Extension of Revolving Commitment Termination Date.
(a)    Requests for Extension of Revolving Commitment Termination Date. The Borrower 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 120 days prior to, and not later than 30 days prior to, the




Revolving Commitment Termination Date then in effect hereunder (the “Existing Revolving Commitment Termination Date”), cause each Revolving Lender to extend such Revolving Lender’s Existing Revolving Commitment Termination Date for an additional six months from the Existing Revolving Commitment Termination Date and each Revolving Lender shall extend such Revolving Lender’s Revolving Commitment Termination Date for an additional six months from the Existing Revolving Commitment Termination Date in accordance with this Section 2.14(a) subject to subsection (b) below.
(b)    Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, an extension of the Existing Revolving Commitment Termination Date pursuant to this Section shall not be effective with respect to the Revolving Lenders unless:
(i)    no Default or Event of Default shall have occurred and be continuing on the date of such extension and immediately 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 immediately after giving effect thereto, as though made on and as of such date, 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 (in each case, without duplication of materiality qualifiers set forth in such representations and warranties), and except that (x) the representations and warranties set forth in Section 5.05(c) and Section 5.20 shall be made only as of the Closing Date, and (y) the representations and warranties contained in subsections (a) and (d) of Section 5.05 shall be deemed to refer to the most recent statements and projections furnished pursuant to Sections 6.01(a) and 6.02(b), respectively; and
(iii)    in the case of each extension of the Revolving Commitment Termination Date, the Borrower pays the Administrative Agent (for distribution to the Revolving Lenders, based on their Applicable Percentages), on or prior to the Existing Revolving Termination Date, an extension fee in an amount equal to the product of (x) 0.0625%, multiplied by (y) the Aggregate Revolving Commitments in effect at the time such extension becomes effective.
(c)    Conflicting Provisions. This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.
2.15    Increase in Commitments.
(a)    Aggregate Revolving Commitments. The Borrower shall have the right from time to time, after the Closing Date and prior to the Revolving Commitment Termination Date, and subject to the terms and conditions set forth below, to increase the amount of the Aggregate Revolving Commitments (the effective date of any such increase of the Aggregate Revolving Commitments, as determined by the Administrative Agent and the Borrower, a “Revolving Credit Increase Effective Date”); 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 immediately 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 both immediately before and immediately after giving effect to such increase, 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 (in each case, without duplication of materiality qualifiers set forth in such representations and warranties), and except that (x) the representations and warranties set forth in Section 5.05(c) and Section 5.20 shall be made only as of the Closing Date, and (y) for purposes of this Section 2.15(a), the representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection (a) 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 Closing Date, in the aggregate, that is greater than $1,000,000,000 less the aggregate principal amount of any term tranches added after the Closing Date pursuant to subsection (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 2.01 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 Borrower 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 Borrower 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 a Lender Joinder Agreement or other documentation reasonably acceptable to the Borrower and the Administrative Agent, subject in each case under clauses (x) and (y) to the consent of any party whose consent would be required by Section 10.06(b) for such Person to be an assignee of a Revolving Commitment.
(b)    New Term Tranches. The Borrower shall have the right from time to time, after the Closing Date and prior to the Revolving Commitment Termination Date, and subject to the conditions set forth below, to request a tranche or tranches of term loans (the effective date of any such tranche of term loans, as determined by the Administrative Agent and the Borrower, a “Tranche Increase Effective Date” and, together with each Revolving Credit Increase Effective Date, collectively, the “Increase Effective Dates” and each an “Increase Effective Date”); provided that (i) no Default or Event of Default shall exist at the time of such new term tranche or immediately 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 both immediately before and immediately after giving effect to such funding, except to the extent that such representations and warranties specifically refer to an earlier date (in each case, without duplication of materiality qualifiers set forth in such representations and warranties), in which case, they are true and correct in all material respects as of such earlier date, and except that (x) the representations and warranties set forth in Section 5.05(c) and Section 5.20 shall be made only as of the Closing Date, and (y) for purposes of this Section 2.15(b), the representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection (a) of Section 6.01, (iii) no Lender shall be required to participate in any such term tranche without its written consent, (iv) the aggregate principal amount of such term tranches after the Closing Date shall not exceed $1,000,000,000 less any increases in the Aggregate Revolving Commitments after the Closing Date pursuant to subsection (a) above, (v) the Borrower and the Lenders providing such term tranche shall enter into an amendment to this Agreement as is necessary to evidence such term tranche and all issues related thereto, including but not limited to, pricing and maturity of such term tranche, and all Lenders not providing such term tranche hereby consent to such limited scope amendment without future consent rights and (vi) Schedule 2.01 shall be amended to reflect the addition of any term tranche and the commitments related thereto.
Any 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 or other documentation reasonably acceptable to the Borrower and the Administrative Agent.
(c)    Additional Conditions to Effectiveness of Increase. As conditions precedent to each increase in the Aggregate Revolving Commitments and each new tranche of term loans pursuant to this Section 2.15, upon the reasonable request of any Lender made at least ten days prior to the applicable Increase Effective Date, the Borrower shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation, in each case at least five days prior to the applicable Increase Effective Date.
(d)    Conflicting Provisions. This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.
2.16    Cash Collateral.
(a)    Certain Credit Support Events. If (i) any L/C Issuer has honored any full or partial drawing request under any Letter of Credit issued by it and such drawing has resulted in an L/C Borrowing that is not repaid when due, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) the Borrower shall be required to provide Cash Collateral pursuant to Section 8.02(c), or (iv) there shall exist a Defaulting Lender, the Borrower shall within one Business Day following any request by the Administrative Agent or the applicable L/C Issuer, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided by each Defaulting Lender).
(b)    Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers and the Lenders, 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 or the applicable L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower 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. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in a blocked, non-interest bearing deposit account at Citi. The Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.
(c)    Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.16 or Section 2.03, 2.05, 2.17 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, 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 otherwise be provided for herein.
(d)    Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure 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 determination by the Administrative Agent and each applicable L/C Issuer that there exists excess Cash Collateral; provided, however, that (x) Cash Collateral furnished by or on behalf of the 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 applicable L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.
2.17    Defaulting Lenders.
(a)    Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:
(i)    Waivers and Amendments. Such 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 the definition of “Required Lenders” and Section 10.01.
(ii)    Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a 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 such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuers hereunder; third, to Cash Collateralize the L/C Issuers’ unfunded Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as reasonably determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16; sixth, to the payment of any amounts owing to the Lenders or the L/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender or any L/C Issuer against such Defaulting Lender as a result of such 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such 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 such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued 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 Obligations 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 Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv). 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 such Defaulting Lender, and each Lender irrevocably consents hereto.
(iii)    Certain Fees.
(A)    Each Defaulting Lender shall only be entitled to receive any fee payable under Section 2.09(a), for any period during which that Lender is a Defaulting Lender, to the extent applicable to the sum of (1) the outstanding principal amount of the Committed Loans funded by it and (2) its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.16 (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).
(B)    Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.16.
(C)    With respect to any Letter of Credit Fee or any Facility Fee payable under Section 2.09(a) not required to be paid to any Defaulting Lender pursuant to (A) or (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each L/C Issuer the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.
(iv)    Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in unfunded L/C Obligations shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause any Non-Defaulting Lender’s Applicable Percentage of the Total Revolving Outstandings to exceed such Non-Defaulting Lender’s Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.
(v)    Cash Collateral. If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.16.
(b)    Defaulting Lender Cure. If the Borrower, the Administrative Agent and the L/C Issuers agree in writing that a Lender is no longer 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 Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other 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 to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.17(a)(iv)), whereupon such 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 Borrower while that 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 Lender’s having been a Defaulting Lender.
2.18    Sustainability Adjustments Amendment.
(a)    Sustainability Amendment. On or prior to the date which is twelve (12) months following the Closing Date, the Borrower, in consultation with the Administrative Agent, shall be entitled to establish specified Key Performance Indicators (“KPI’s”) with respect to certain sustainability-linked targets of the Borrower and its Subsidiaries. The Administrative Agent and the Borrower may amend this Agreement (such amendment, the “Sustainability Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “Sustainability Pricing Provisions”) into this Agreement, and any such amendment (including provisions with respect to the reporting and validation of the measurement of the proposed KPI’s) shall become effective with the written consent of the Required Lenders, the Borrower and the Administrative Agent. Upon the effectiveness of any such Sustainability Amendment, based on the Borrower’s performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Facility Fee and Applicable Margin may be made; provided that the amount of such adjustments shall not exceed 1.00 basis points increase or decrease in the applicable Facility Fee and/or 4.00 basis points increase or decrease in the Applicable Margin; provided further that (i) in no event shall the Facility Fee or Applicable Margin be less than zero percent per annum and (ii) such adjustments shall be made on a per annum basis, and shall not be cumulative from year to year. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles (as last published in March 2025 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association, and as further amended, revised or updated from time to time) and is to be agreed between the Administrative Agent and the Borrower (each acting reasonably). Following the effectiveness of the Sustainability Amendment, any modification to the Sustainability Pricing Provisions shall be subject only to the consent of the Borrower and the Required Lenders if such modification does not have the effect of reducing the applicable Applicable Margin to a level not otherwise permitted by this Section 2.18(a) (it being understood that any such modification having the effect of reducing the Applicable Margin and/or Facility Fee to a level not otherwise permitted by this paragraph would require approval by all affected Lenders in accordance with Section 10.01).
(b)    Sustainability Structuring. The Administrative Agent will (i) assist the Borrower in determining the Sustainability Pricing Provisions in connection with the Sustainability Amendment and (ii) assist the Borrower in preparing informational materials focused on sustainability to be used in connection with the Sustainability Amendment.
(c)    Sustainability-Linked Loan. Each party to this Agreement hereby agrees that the Revolving Loan is not and shall not be a sustainability-linked loan unless and until the effectiveness of any Sustainability Amendment.

ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY
3.01    Taxes.




(a)    Payments Free of Taxes; Obligation to Withhold. Any and all payments by or on account of any obligation of any Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of a Credit Party or the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Credit Party, then (A) the Administrative Agent or such Credit Party shall be entitled to make such deduction or withholding, (B) such Credit Party or the Administrative Agent, as applicable, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Law, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions and withholdings applicable to additional sums payable under this Section 3.01(a)) the applicable Lender or the applicable L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.
(b)    Payment of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.
(c)    Indemnification for Taxes.
(i)    Each Credit Party, to the extent the Administrative Agent, the applicable Lender and the applicable L/C Issuer were not previously indemnified pursuant to Section 3.01(a), shall and does hereby indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified 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 Borrower by a Lender or an 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 an L/C Issuer, setting forth in reasonable detail the basis for such amounts, shall be conclusive absent manifest error.
(ii)    Each Lender and each L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that a Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of any Credit Party to do so), (y) the Administrative Agent and the Credit Party, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Party, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such 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 any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and each L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or such L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due the Administrative Agent under this clause (ii).




(d)    Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Credit Party to a Governmental Authority as provided in this Section 3.01, such Credit Party 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 the Administrative Agent, L/C Issuers and Lenders.
(i)    Any of the Administrative Agent, any L/C Issuer or any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, the Administrative Agent, any L/C Issuer or any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not the Administrative Agent, such L/C Issuer or such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s or L/C Issuer's, as applicable, reasonable judgment such completion, execution or submission would subject such Lender or L/C Issuer to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or L/C Issuer.
(ii)    Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,
(A)    the Administrative Agent, any L/C Issuer or any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which the Administrative Agent, such L/C Issuer or such Lender becomes a party under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender or L/C Issuer is exempt from United States federal backup withholding tax;
(B)    any Foreign Lender and any Foreign L/C Issuer shall, to the extent it is legally entitled to do so, deliver to the Borrower 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 Foreign Lender or such Foreign L/C Issuer becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:
(I)    in the case of a Foreign Lender or a Foreign L/C Issuer claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an




exemption from, or reduction of, United States federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(II)    executed copies of IRS Form W-8ECI;
(III)    in the case of a Foreign Lender or a Foreign L/C Issuer claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender or such Foreign L/C Issuer is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable); or
(IV)    to the extent a Foreign Lender or a Foreign L/C Issuer is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender or a Foreign L/C Issuer is a partnership and one or more direct or indirect partners of such Foreign Lender or such Foreign L/C Issuer are claiming the portfolio interest exemption, such Foreign Lender or such Foreign L/C Issuer may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner;
(C)    any Foreign Lender or any Foreign L/C Issuer shall, to the extent it is legally entitled to do so, deliver to the Borrower 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 Foreign Lender or such Foreign L/C Issuer becomes a party under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of 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 Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
(D)    if a payment made to the Administrative Agent, any L/C Issuer or any Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if the Administrative Agent, such L/C Issuer or such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), the Administrative Agent, such L/C Issuer or such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that the Administrative Agent, such L/C Issuer or such Lender has complied with such party's obligations under FATCA or to determine the amount to deduct and




withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(iii)    The Administrative Agent, each L/C Issuer and each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.
(f)    Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or an L/C Issuer or have any obligation to pay to any Lender or any L/C Issuer any refund of Taxes withheld or deducted from funds paid for the account of such Lender or such L/C Issuer, as the case may be. If the Administrative Agent, any Lender or any L/C Issuer determines, in its sole discretion, exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Credit Party or with respect to which any Credit Party has paid additional amounts pursuant to this Section 3.01, it shall pay to such Credit Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Credit Party under this Section with respect to the Taxes giving rise to such refund), net of all out of pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that such Credit Party, upon the request of the Administrative Agent, such Lender or such L/C Issuer, agrees to repay the amount paid over to such indemnified party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the Administrative Agent, any Lender or any L/C Issuer be required to pay any amount to any Credit Party pursuant to this subsection the payment of which would place the Administrative Agent, such Lender or such L/C Issuer, as the case may be, in a less favorable net after-Tax position than the Administrative Agent, such Lender or such L/C Issuer, as the case may be, would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any L/C Issuer to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.
(g)    Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Aggregate Revolving Commitments and the repayment, satisfaction or discharge of all other Obligations.
(h)    Defined Terms. For purposes of this Section 3.01, the term “Law” includes FATCA.
3.02    Illegality. If any Lender determines in good faith that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Floating Rate Loans (whether denominated in Dollars or an Alternative Currency) or Daily RFR Loans, or to determine or charge interest rates based upon the Floating Rate or the Daily RFR Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender (a) to make or continue Floating Rate Loans or Daily RFR Loans in the affected currency or currencies, (b) in the case of Floating Rate Loans in Dollars, to convert Base Rate Committed Loans or Daily RFR Loans to Floating Rate Committed Loans and (c) in the case of Daily RFR Loans, to convert Base Rate Loans or Floating Rate Loans in Dollars to Daily RFR Loans, shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by




reference to the Term SOFR component of the Base Rate, 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 Term SOFR component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower 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 Floating Rate Loans and/or Daily RFR 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 Term SOFR component of the Base Rate), in the case of Floating Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Floating Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Floating Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Floating Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Term SOFR component thereof until the Administrative Agent 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 Floating Rate. Upon any such prepayment or conversion, the Borrower 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 Borrower 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.
3.03    Inability to Determine Rates. If in connection with any request for a Floating Rate Loan or a Daily RFR Loan, a conversion to a Floating Rate Loan or a Daily RFR Loan or continuation of a Floating Rate Loan (a) the Administrative Agent or the Required Lenders determine in good faith that for any reason that (i) 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 Floating Rate Loan or the applicable term with respect to any Daily RFR Loan or (ii) adequate and reasonable means do not exist for determining the Floating Rate for any requested Interest Period with respect to a proposed Floating Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing proposed Base Rate Loan or the Daily RFR Rate with respect to a proposed Daily RFR Loan (in each case with respect to clause (a)(i) above, "Impacted Loans") and the Administrative Agent or Required Lenders, as the case may be, reasonably expect that the situation described in clause (i) or (ii), as applicable, will be temporary and the circumstances described in Section 3.07 do not apply, or (b) the Administrative Agent or the Required Lenders determine in good faith that for any reason the Floating Rate for any requested Interest Period with respect to a proposed Floating Rate Loan or the Daily RFR Rate with respect to a proposed Daily RFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Floating Rate Loan or Daily RFR Loan, as the case may be, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Floating Rate Loans in the affected currency or currencies and/or make or maintain Daily RFR Loans, as applicable, shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Floating Rate Loans in the affected currency or currencies (to the extent of the affected Floating Rate Loans or Interest Periods) or a Borrowing of, or conversion to, Daily RFR Loans, as applicable, 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.
Notwithstanding the foregoing, if the Administrative Agent or Required Lenders has made a determination described in clause (a)(i) of this Section, the Administrative Agent, in consultation with the Borrower and the Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which




case, such alternative rate of interest shall apply with respect to the Impacted Loans until (x) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i) of this Section, (y) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (z) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.
3.04    Increased Costs; Reserves on Floating Rate Loans and Daily RFR 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 any reserve requirement contemplated by Section 3.04(e), other than as set forth below) or any L/C Issuer; or
(ii)    subject any Lender or any L/C Issuer to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii)    impose on any Lender or any L/C Issuer or the applicable interbank market any other condition, cost or expense affecting this Agreement or Floating Rate Loans or Daily RFR 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, which such Lender deems material in its reasonable discretion, of making or maintaining any Loan the interest on which is determined by reference to the Floating Rate or the Daily RFR Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such 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 such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuer in accordance with subsection (c) of this Section, the Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.
(b)    Capital Requirements. If any Lender or any L/C Issuer determines that any Change in Law affecting such Lender or such L/C Issuer or any Lending Office of such Lender or such Lender’s or such L/C Issuer’s holding company, if any, regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s or such L/C Issuer’s capital or on the capital of such Lender’s or such 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 such L/C Issuer, to a level below that which such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such L/C Issuer’s policies and the policies of such Lender’s or such L/C Issuer’s holding company with respect to capital adequacy or liquidity), by an amount deemed by such Lender to be material in its reasonable discretion, then upon request of such Lender or L/C Issuer from time to




time in accordance with subsection (c) of this Section, the Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company for any such reduction suffered.
(c)    Certificates for Reimbursement. A certificate of a Lender or an L/C Issuer setting forth in reasonable detail the basis for and the calculation of the amount or amounts necessary to compensate such Lender or such 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 Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or such 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 any L/C Issuer to demand compensation pursuant to the provisions of this Section shall not constitute a waiver of such Lender’s or such L/C Issuer’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or an L/C Issuer pursuant to the provisions of this Section for any increased costs incurred or reductions suffered more than three months prior to the date that such Lender or such L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such 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 Floating Rate Loans and Daily RFR Loans. The Borrower 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 Floating Rate Loan and/or Daily RFR 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 absent manifest error) 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 Floating Rate Loans and/or Daily RFR 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 absent manifest error), which in each case, shall be due and payable on each date on which interest is payable on such Loan; provided, the Borrower 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. Any Lender which gives notice under this Section 3.04(e) shall promptly withdraw such notice (by written notice of withdrawal given to the Administrative Agent and the Borrower) in the event such Lender is no longer required to maintain such reserves or the circumstances giving rise to such notice shall otherwise cease to exist.
Any amounts requested to be payable pursuant to this Section 3.04 shall be requested in good faith (and not on an arbitrary and capricious basis), and, notwithstanding anything contained in this Section 3.04, the Borrower shall not be obligated to pay any greater amounts than such Lender(s) or such L/C Issuer is (are) generally charging other borrowers or account parties on loans or letters of credit (as the case may be) similarly situated to the Borrower that are parties to similar credit agreements; provided that in no event shall any Lender or L/C Issuer be required to disclose information of other customers.
3.05    Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower 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 Floating Rate Loan on a day other than the last day of the Interest Period for such Floating Rate Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);
(b)    any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert to any Floating Rate Loan on the date or in the amount notified by the Borrower;
(c)    any failure by the Borrower 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;
(d)    any assignment of a Floating Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower 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 Borrower 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 Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.
For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Floating Rate Committed Loan made by it at the Floating Rate used in determining the Floating 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 Floating Rate Committed Loan was in fact so funded. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), setting forth in reasonable detail the basis and calculation for such amounts, shall be conclusive absent manifest error. Notwithstanding the foregoing, any prepayment of a Floating Rate Loan made hereunder pursuant to Section 2.05(c) or (e) within 30 days of the end of the Interest Period with respect to such Floating Rate Loan, shall not be subject to this Section 3.05.
3.06    Mitigation Obligations; Replacement of Lenders.
(a)    Designation of a Different Lending Office. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any Indemnified Taxes or 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 at the request of the Borrower, 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 Borrower hereby agrees 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 the Borrower is required to pay any Indemnified Taxes or any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with Section 3.06(a), or if material amounts are paid to such Lender under Section 3.05, the Borrower may replace such Lender in accordance with Section 10.13.
3.07    Benchmark Replacement Setting.
(a)    Replacing Benchmarks. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event with respect to any Benchmark, the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Upon the Borrower’s receipt of notice of a Benchmark Unavailability Period with respect to any then-current Benchmark, (A) with respect to amounts denominated in US Dollars, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Revolving Loans to be made, converted or continued during such Benchmark Unavailability Period that would bear interest by reference to such Benchmark and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans and (B) with respect to amounts denominated in any currency other than US Dollars, the obligation of the Lenders to make or maintain Revolving Loans referencing such Benchmark in the affected currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)) and any outstanding Loans in such currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full. During the period referenced in the foregoing sentence, if a component of the Base Rate is based upon the affected Benchmark, such component will not be used in any determination of the Base Rate.
(b)    Benchmark Replacement Conforming Changes. In connection with the implementation and administration of any Benchmark Replacement, the Administrative Agent will have the right (in consultation with the Borrower) to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.
(c)    Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. The Administrative Agent will notify the Borrower and the Lenders of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.07(d) and (y) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 3.07 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, the Borrower or any Lender (or group of Lenders) pursuant to this Section 3.07, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 3.07.




(d)    Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if any then-current Benchmark is a term rate (including Term SOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(e)    Disclaimer. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (i) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, any Benchmark, any component definition thereof or rates referenced in the definition thereof or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), (ii) the composition or characteristics of any Benchmark Replacement, including whether it is similar to, or produces the same value or economic equivalence of, or have the same volume or liquidity as, the Base Rate, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (iii) any actions or use of its discretion or other decisions or determinations made with respect to any matters covered by this Section 3.07 including, without limitation, whether or not a Benchmark Transition Event has occurred, the removal or lack thereof of unavailable or non-representative tenors, the implementation or lack thereof of any Benchmark Replacement Conforming Changes, the delivery or non-delivery of any notices required by clause (c) above or otherwise in accordance herewith, and (iv) the effect of any of the foregoing provisions of this Section 3.07. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, any Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate or any Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.
3.08    Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Revolving Commitments and repayment of all other Obligations hereunder.
ARTICLE IV.

CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS AGREEMENT
AND FURTHER CREDIT EXTENSIONS
4.01    Conditions of Effectiveness of this Agreement. The effectiveness of this Agreement and the obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent:




(a)    The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies or other electronic imaging transmission (e.g., “pdf” via e-mail) (followed promptly by originals to the extent requested by the Administrative Agent) and unless otherwise specified, each properly executed by a Responsible Officer of the signing Credit Party (to the extent applicable), 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 Borrower in favor of each Revolving Lender requesting a Revolving Note at least two Business Days prior to the Closing Date;
(iii)    such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Party 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 Credit Party is a party;
(iv)    such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Party 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 Credit Party), and that each Credit Party is validly existing and in good standing in its jurisdiction of organization and the tax identification number for each Credit Party;
(v)    favorable opinions of each counsel to the Credit Parties, addressed to the Administrative Agent and each Lender, as to the matters concerning the Credit Parties and the Loan Documents as the Required Lenders may reasonably request;
(vi)    [Reserved];
(vii)    a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since June 30, 2026 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the Debt Rating as of the Closing Date; and
(viii)    such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuers, or the Required Lenders reasonably may require.
(b)    Any fees required to be paid by the Borrower to the Administrative Agent, the Arrangers or the Lenders on or before the Closing Date in connection with this Agreement shall have been, or concurrently with the Closing Date are being, paid.
(c)    Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to 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 Borrower and the Administrative Agent).




(d)    If the Borrower desires to make a Borrowing on the Closing Date, a Committed Loan Notice relating to all Credit Extensions on the Closing Date and dated and delivered to the Administrative Agent at least the number of Business Days prior to the Closing Date consistent with Section 2.02(a).
(e)    If the Borrower desires to make a Borrowing of a Floating Rate Loan on the Closing Date, a breakage indemnity letter agreement executed by the Borrower in form and substance satisfactory to the Administrative Agent and dated and delivered to the Administrative Agent simultaneously with the delivery of the Committed Loan Notice pursuant to the immediately preceding clause (d).
(f)    Upon the reasonable request of any Lender made at least ten days prior to the Closing Date, the Borrower shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation, in each case at least five days prior to the Closing Date. Without limitation of the foregoing, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver to each Lender that so requests in writing at least ten days prior to the Closing Date, a Beneficial Ownership Certification at least five days prior to the Closing Date.
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.
4.02    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 another Type, or a continuation of Floating Rate Committed Loans) is subject to the following conditions precedent:
(a)    The representations and warranties of each Credit Party 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 (in each case, without duplication of materiality qualifiers set forth in such representations and warranties), and except that (x) the representations and warranties set forth in Section 5.05(c) and Section 5.20 shall be made only as of the Closing Date, and (y) for purposes of this Section 4.02, the representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection (a) 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, an L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements hereof.
(d)    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 applicable 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 another Type or a continuation of Floating Rate Loans) submitted by the Borrower 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 V.

REPRESENTATIONS AND WARRANTIES
Each Credit Party represents and warrants to the Administrative Agent and the Lenders that:
5.01    Existence, Qualification and Power; Compliance with Laws. Each Credit Party, 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 10.21, (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 (a) (solely as to Subsidiaries that are not Credit Parties), (b)(i), (c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
5.02    Authorization; No Contravention. The execution, delivery and performance by each Credit Party 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, (i) any 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, except, in each case referred to in clause (b) or (c), as contemplated hereunder or to the extent such conflict, breach, contravention or violation, or creation of any such Lien could not reasonably be expected to have a Material Adverse Effect.
5.03    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 Credit Party of this Agreement or any other Loan Document other than those that have already been duly made or obtained and remain in full force and effect or those which, if not made or obtained, could not reasonably be expected to have a Material Adverse Effect.
5.04    Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Credit Party party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of each Credit Party party thereto, enforceable against each such Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).




5.05    Financial Statements; No Material Adverse Effect.
(a)    The Audited Financial Statements fairly present in all material respects the financial condition of the Borrower 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 Borrower and its Subsidiaries delivered pursuant to Section 6.01(b) for the most recent fiscal quarter end, 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 Borrower 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, subject to the absence of footnotes and to normal year end audit adjustments.
(c)    Since June 30, 2026, 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 covenant projections of the Borrower previously delivered to the Administrative Agent for the 2026, 2027 and 2028 fiscal years 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 Borrower and its Subsidiaries and that no assurance is given by the Borrower that such projections will be realized).
5.06    Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Credit Parties, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, against any Credit Party or any of their Subsidiaries or against any of their properties or revenues that (a) challenge the validity or enforceability of this Agreement or any other Loan Document, or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
5.07    No Default. No Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.
5.08    Ownership of Property. Each of the Credit Parties 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 where failure to have any of the foregoing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
5.09    Environmental Compliance. The Credit Parties and their Subsidiaries are not in violation of any Environmental Laws and not subject to liabilities or claims thereunder that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
5.10    Insurance. The properties of each Credit Party and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Credit Parties or pursuant to self-insurance arrangements, 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 Credit Party or the applicable Subsidiary operates (in each case, after giving effect to any such self-insurance which the Borrower believes is reasonable and prudent in light of the size and nature of its business and the availability of insurance on a cost-effective basis).




5.11    Taxes. The Credit Parties and their Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed and have paid all federal, state and other Taxes levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) 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 (to the extent required by GAAP) or (b) where failure to comply with the foregoing could not reasonably be expected to have a Material Adverse Effect. There is no proposed tax assessment against a Credit Party or any of their Subsidiaries that would, if made, reasonably be expected to have a Material Adverse Effect.
5.12    ERISA Compliance.
(a)    Except as could not reasonably be expected to give rise to a Material Adverse Effect, each Plan is in compliance in all 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 knowledge of the Credit Parties, nothing has occurred that would cause the loss of such tax-qualified status.
(b)    There is no pending or, to the knowledge of the Credit Parties, threatened in writing claim, action or lawsuit, 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.
(c)    (i) Except as could not reasonably be expected to give rise to a Material Adverse Effect, no ERISA Event has occurred, and neither any Credit Party nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) each Credit Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in 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 any Credit Party 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 any Credit Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA.
(d)    Neither the Borrower nor any Guarantor is or will be deemed to be “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments.
5.13    Margin Regulations; Investment Company Act; REIT Status.
(a)    Neither the making of any Loan or the issuance of any Letter of Credit hereunder nor the use of proceeds thereof will violate the provisions of Regulation T, U or X of the FRB.
(b)    None of the Credit Parties is or is required to be registered as an “investment company” under the Investment Company Act of 1940.




(c)    The Borrower is currently qualified as a REIT.
5.14    Disclosure. No report, financial statement, certificate or other written information (other than projected financial information and information of a general economic or general industry nature) furnished by or on behalf of any Credit Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, taken as a whole and as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, the Credit Parties represent only that such information was prepared in good faith based upon assumptions believed by the Credit Parties 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 Borrower and its Subsidiaries and that no assurance is given by any Credit Party that such projections will be realized).
5.15    Compliance with Laws. Each Credit Party, 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.
5.16    Intellectual Property; Licenses, Etc. Each Credit Party 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 or any such conflict, 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 Borrower, threatened in writing, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
5.17    Affected Financial Institution. Neither the Borrower nor any other Credit Party is an Affected Financial Institution.
5.18    Property. All of the Credit Parties’ 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 which, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
5.19    OFAC; AML Laws.
(a)    Neither the Borrower, nor any of its Subsidiaries, nor, to the actual knowledge of the Borrower, any director, officer, employee or agent thereof is, or, to the actual knowledge of the Borrower, is Controlled by any individual or entity that is, (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals or (iii) located, organized or resident in a Designated Jurisdiction.
(b)    The Borrower, its Subsidiaries and, to the actual knowledge of the Borrower, their respective directors, officers, employees and agents are in compliance in all material respects with all AML Laws.
(c)    The Borrower has instituted and maintains policies and procedures designed to promote compliance in all material respects by the Borrower and its Subsidiaries with applicable Sanctions, the United




States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”).
5.20    Solvency. As of the Closing Date, after giving effect to the transactions contemplated by this Agreement and the other Loan Documents to occur on the Closing Date, including all Credit Extensions to occur on the Closing Date (if any), the Borrower and its Subsidiaries (on a consolidated basis) are Solvent.
5.21    Anti-Corruption Laws. No part of the proceeds of the Loans will be used, directly or indirectly, in violation of the laws of the United States or other jurisdiction, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the FCPA.

ARTICLE VI.

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 applicable L/C Issuer has been provided to such L/C Issuer), the Credit Parties 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:
6.01    Financial Statements. Deliver to the Administrative Agent (and the Administrative Agent shall deliver to each Lender):
(a)    Within 90 days after the end of each fiscal year, the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and the consolidated statements of income, stockholders’ equity and cash flows, in each case of the Borrower 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, 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 (other than a qualification indicating that the Obligations have become current liabilities within the year prior to the then applicable Revolving Commitment Termination Date); and
(b)    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 the Borrower and its Subsidiaries as at the end of such fiscal quarter and the consolidated statements of income 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 the Borrower as fairly presenting in all material respects the financial condition, results of operations and cash flows of the Borrower 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.
6.02    Certificates; Other Information. Deliver to the Administrative Agent (and the Administrative Agent shall deliver to each Lender):
(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)    No later than 90 days after the commencement of each fiscal year, an annual forecast for the then-current fiscal year in reasonable detail;
(c)    Promptly after the same are available, and in any event within five 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 the Borrower, and copies of all publicly available annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Administrative Agent pursuant to Section 6.01 or other provisions of this Section 6.02;
(d)    Promptly upon a Responsible Officer 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, written notice thereof and specifying what action the Borrower is taking or proposes to take with respect thereto, and, when known, any action taken by the IRS with respect thereto;
(e)    Promptly upon a Responsible Officer becoming aware of the existence of any condition or event which constitutes a Default or Event of Default, written notice thereof and specifying what action the Borrower is taking or proposes to take with respect thereto;
(f)    Promptly upon a Responsible Officer becoming aware that any Person has commenced a legal proceeding with respect to a claim against the Credit Parties or their respective Subsidiaries that could reasonably be expected to have a Material Adverse Effect, written notice identifying in summary fashion the nature of the claim and what action Borrower or its Subsidiaries are taking or propose to take with respect thereto;
(g)    Promptly upon a Responsible Officer becoming aware of a change in the Debt Rating, written notice of such change;
(h)    Promptly upon a Responsible Officer becoming aware, notice of any material change in accounting policies by the Borrower or any other Credit Party (except to the extent disclosed in the financial statements next delivered pursuant to Section 6.01);
(i)    Promptly following any request therefor, information and documentation reasonably requested in writing by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation; and
(j)    Such other data and information with respect to the Borrower or any Subsidiary as from time to time may be reasonably requested by the Administrative Agent; provided that neither the Borrower nor any Subsidiary will be required to furnish any data or information (i) pursuant to this clause (k) to the extent that disclosure thereof to the Administrative Agent or any Lender is then prohibited by law or any agreement binding on any Credit Party or any of its Subsidiaries or (ii) that is subject to attorney-client or similar privilege or constitutes attorney work product.
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 Borrower posts such documents, or provide a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02 or on such other website as set forth in a written notice from the Borrower to the Administrative Agent and the Lenders or (ii) on which such documents are posted on the Borrower’s 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 Credit Parties shall deliver paper copies of such documents to the Administrative Agent for any Lender that requests in writing to the Borrower and the Administrative Agent that the Credit Parties deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender. 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 Credit Parties 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 Credit Parties hereby acknowledge that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Credit Parties 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 Credit Parties or their securities) (each, a “Public Lender”). The Credit Parties 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 Credit Parties shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers 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 Borrower or its 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 Credit Parties 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.
6.03    Payment of Obligations. Pay and discharge as the same shall become due and payable, all Tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless (a) 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 Credit Parties or such Subsidiary (to the extent required by GAAP) or (b) the failure to do so could not reasonably be expected to have a Material Adverse Effect.
6.04    Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect the legal existence and good standing of the Credit Parties under the Laws of the jurisdiction of their organization except in a transaction permitted by Section 7.03 or 10.21; and (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.
6.05    Maintenance of Properties. (a) Maintain, preserve and protect all of its 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, in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (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.




6.06    Maintenance of Insurance. Maintain liability, casualty and other insurance (subject to customary deductibles and retentions) with responsible insurance companies or pursuant to self-insurance arrangements in such amounts and against such risks as is customarily carried by companies engaged in similar businesses and owning similar assets in the general areas in which the Credit Parties or such Subsidiaries, as applicable, operate (in each case after giving effect to any self-insurance which the Borrower believes is reasonable and prudent in light of the size and nature of its business and the availability of insurance on a cost-effective basis).
6.07    Compliance with Laws. Comply in all material respects with the requirements of all Laws (including all laws related to Sanctions, the FCPA, the UK Bribery Act 2010 and AML 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.
6.08    Books and Records. 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.
6.09    Inspection Rights. Permit the Lenders through the Administrative Agent, the Administrative Agent or any representative designated by the Administrative Agent, to visit and inspect any of the properties of the Credit Parties or any of their respective Subsidiaries (subject to the rights of any tenants), to examine the books of account of the Credit Parties and their respective Subsidiaries relating to their businesses (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Credit Parties and their respective Subsidiaries with their Responsible Officers, all at such reasonable times (during normal business hours) and intervals as the Administrative Agent may reasonably request upon not less than four Business Days’ notice; provided, however, that inspections shall be limited to once per year unless an Event of Default shall have occurred and be continuing. The Administrative Agent and the Lenders shall use good faith efforts to coordinate such visits and inspections so as to minimize the interference with and disruption to the Credit Parties’ or such Subsidiaries’ normal business operations. Notwithstanding anything to the contrary in this Section 6.09, no Credit Party 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 Credit Party or any of its Subsidiaries or (ii) is subject to attorney-client or similar privilege or constitutes attorney work product. Each such visit and inspection shall be at the visitor’s cost unless made during the continuance of an Event of Default, in which case all such costs shall be at the expense of the Borrower.
6.10    Use of Proceeds. Use the proceeds of any Credit Extensions for working capital and general corporate purposes of the Borrower and its Subsidiaries (including Investments and acquisitions not prohibited hereunder).
ARTICLE VII.

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 applicable L/C Issuer has been provided to such L/C Issuer) shall remain outstanding, each Credit Party shall not, nor shall it permit any Subsidiary to, directly or indirectly:




7.01    [Reserved].
7.02    [Reserved].
7.03    Fundamental Changes. Merge, dissolve, liquidate or consolidate (including pursuant to a Division) with or into another Person, except that, so long as no Event of Default exists or would result therefrom and subject to the proviso below, (a) a Credit Party may merge or consolidate (including pursuant to a Division) with or into one or more other Credit Parties, (b) any Subsidiary (other than the Operating Partnership) may merge or consolidate (including pursuant to a Division) with or into a Credit Party or another Subsidiary or may dissolve or liquidate, or (c) any other merger, dissolution, liquidation or consolidation (including pursuant to a Division) that does not result in a Change of Control shall be permitted; provided that (i) if the Borrower or the Operating Partnership is a party to any merger or consolidation permitted under this Section 7.03 it shall be the surviving entity and (ii) in no event shall the Borrower and the Operating Partnership be permitted to merge or consolidate with each other.
7.04    Restricted Payments. In the case of the Borrower, make any Restricted Payment if an Event of Default exists, except 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 in an amount not to exceed the greater of (A) the amount which, when added to the amount of all other Restricted Payments paid by the Borrower in the same fiscal quarter and the preceding three fiscal quarters, would not exceed 95% of Funds From Operations of the Borrower 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 Borrower’s qualification as a REIT and (II) to avoid the payment of United States federal or state income or excise tax; provided, however, that if an Event of Default under Section 8.01(a) has occurred and is continuing, the Borrower may only make Restricted Payments in the minimum amount necessary to comply with Section 857(a) of the Code and maintain the Borrower’s qualification as a REIT.
7.05    Change in Nature of Business. Make any material change in the principal nature of the business of the Credit Parties and their Subsidiaries, taken as a whole, 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).
7.06    Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Credit Parties 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 disclosed to the board of directors of the Borrower and expressly authorized by a resolution of the board of directors of the Borrower 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 the Credit Parties and Subsidiaries and (e) transactions on overall terms substantially as favorable to the Credit Parties or their Subsidiaries as would be the case in an arm’s length transaction between unrelated parties.
7.07    Burdensome Agreements. Enter into any Negative Pledge if immediately prior to the effectiveness of such Negative Pledge, or immediately after giving effect thereto, (i) a Default or Event of Default exists or (ii) the Credit Parties are not in compliance with any of the covenants set forth in Section 7.09 determined on a pro forma basis.
7.08    [Reserved].
7.09    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 45.0%; provided, however, that the Secured Debt Ratio may increase, from time to time, to not greater than 50.0% as of the last day of each of any four consecutive fiscal quarters.
(c)    Permit the Leverage Ratio, as of the last day of any fiscal quarter, to exceed 60.0%; provided, however, that the Leverage Ratio may increase, from time to time, to not greater than 65.0% as of the last day of each of any four consecutive fiscal quarters.
(d)    Permit the Unsecured Interest Coverage Ratio, as of the last day of any fiscal quarter, to be less than 1.75 to 1.00.
7.10    Sanctions. Directly or knowingly indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, (i) to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject or target of Sanctions, except in each case to the extent permitted for any individual or entity required to comply with Sanctions, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, or otherwise) of Sanctions or (ii) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of the FCPA or any other applicable anti-corruption law.
ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES
8.01    Events of Default. Any of the following shall constitute an “Event of Default”:
(a)    Non-Payment. Any Credit Party fails 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. Any Credit Party fails to perform or observe any term, covenant or agreement contained in Article VII; or
(c)    Other Defaults. Any Credit Party 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 Credit Party 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 by a Credit Party or any of its Subsidiaries made in any Loan Document, or in any certificate or other writing delivered by a Credit Party or any of its 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 Credit Party or any of its Subsidiaries (i) fails to pay the principal, or any principal installment, of any Indebtedness (other than (A) Non-Recourse Debt, (B) the Obligations and (C) any




Indebtedness of a Subsidiary of the Borrower (excluding any such Indebtedness which is recourse to the Borrower) if, upon the occurrence of such event, the Borrower, promptly after obtaining knowledge of the same, notifies the Administrative Agent in writing of such event and includes with such notice a duly completed Compliance Certificate signed by a Responsible Officer evidencing that, as of the date thereof, the Borrower is in pro forma compliance with the financial covenants contained in Section 7.09 after excluding such Subsidiary from the calculation of such financial covenants) of $200,000,000 or more required on its part to be paid 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 $200,000,000 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 (after giving effect to any notice or grace periods applicable thereto) to declare such Indebtedness due before the date on which it otherwise would become due or the right (after giving effect to any notice or grace periods applicable thereto) to require a Credit Party 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 subsection (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 Credit Party 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 Credit Party 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 Credit Party or any Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding $200,000,000 (to the extent not paid or covered by (x) independent third party insurance from an insurer that has been notified of the relevant claim and not denied coverage or (y) an indemnity from a Person that has been notified of the relevant claim and not denied its obligation to indemnify such amount), and (i) enforcement proceedings are commenced by any creditor upon such judgment or order or (ii) such judgment or order shall continue unsatisfied and in effect for a period of 30 consecutive days without being vacated, discharged, satisfied or stayed or bonded pending appeal; or
(i)    ERISA. An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would reasonably be expected to result in liability of the Credit Parties or their Subsidiaries under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount that would reasonably be expected to result in a Material Adverse Effect, or (ii) the Credit Parties 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 that would reasonably be expected to result in a Material Adverse Effect; or




(j)    Invalidity of Loan Documents. 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 each L/C Issuer with respect to outstanding Letters of Credit issued by it), ceases to be in full force and effect; or any Credit Party contests in any manner the validity or enforceability of any Loan Document; or any Credit Party purports to revoke, terminate or rescind any Loan Document (except as specifically contemplated hereunder or thereunder); or
(k)    Change of Control. There occurs any Change of Control.
8.02    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, the Required Lenders take any or all of the following actions:
(a)    declare the commitment of each Revolving Lender to make Revolving Loans and any obligation of the L/C Issuers 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 Credit Parties;
(c)    require that the Credit Parties 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 Credit Parties under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions to or for the account of such Credit Party 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 Borrower 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.
8.03    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 Issuers (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers (including fees and time charges for attorneys who may be employees of any Lender or any 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 Issuers 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 Issuers 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 Credit Parties 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 IX.

ADMINISTRATIVE AGENT
9.01    Appointment and Authority. Each of the Lenders and the L/C Issuers hereby irrevocably appoints Citi 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 Issuers, and, except as set forth in Section 9.06, neither the Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties.
9.02    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 a Credit Party 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 an Alternative Currency Fronting Lender.
9.03    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 or Event of 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; including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief 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 Credit Parties 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 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 as determined by a court of competent jurisdiction by final and non-appealable judgment. The Administrative Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Borrower, a Lender or an L/C Issuer.
The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or 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 or Event of 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.
9.04    Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and neither of them shall 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 an L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such 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 Borrower), 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.
9.05    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. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.
9.06    Successor Administrative Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Borrower. The Required Lenders may remove the Administrative Agent from its capacity as Administrative Agent in the event of the Administrative Agent’s willful misconduct or gross negligence or if the Person serving as the Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof. Upon receipt of any such notice of resignation or the removal of the Administrative Agent as Administrative Agent hereunder, the Required Lenders shall have the right (with the consent of the Borrower provided there does not exist an Event of Default at such time (except that the Borrower shall, in all events, be deemed to have approved the Lenders and each of their respective Affiliates as a successor Administrative Agent)), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders (with the consent of the Borrower provided there does not exist an Event of Default at such time) and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or the Required Lenders remove the Administrative Agent hereunder, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation or removal shall nonetheless become effective in accordance with such notice (the “Retirement Effective Date”).
(b)    With effect from the Retirement Effective Date: (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 Issuers 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) except for any indemnity payments or other amounts then owed to the retiring (or removed) Administrative Agent, 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 each 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 removed) Administrative Agent (other than as provided in Section 3.01(f) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Retirement Effective Date, as applicable), and the retiring or removed 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 Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed 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 or removed 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 (i) while the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including




(A) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (B) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.
(c)    Any resignation by Citi as Administrative Agent pursuant to this Section shall also constitute its resignation as an L/C Issuer and an 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 and Alternative Currency Fronting Lender, (b) the retiring L/C Issuer 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 applicable to Revolving Loans denominated in an Alternative Currency advanced by such Alternative Currency Fronting Lender.
9.07    Non-Reliance on Administrative Agent or Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent, 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 and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent, 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.
9.08    No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Syndication Agents, the Documentation Agents or the Arrangers listed on the cover page hereof or any additional titled agents which may be added thereto from time to time shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an L/C Issuer hereunder.
9.09    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 Credit Party, 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 Borrower) 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 Issuers and the Administrative Agent (including any claim for the reasonable compensation, indemnification, expenses, disbursements and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers and the Administrative Agent under Sections 2.03(h) and (i), 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 each 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 Issuers, 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 any L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any L/C Issuer or to authorize the Administrative Agent to vote in respect of the claim of any Lender or any L/C Issuer in any such proceeding.
9.10    Collateral and Borrower Matters. The Lenders and the L/C Issuers 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 Revolving 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 applicable 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; and
(b)    to release a Guarantor (other than the Operating Partnership) from liability for the Obligations in accordance with Section 10.20.
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.
9.11    No Obligations of the Credit Parties. Nothing contained in this Article IX shall be deemed to impose upon the Credit Parties 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 the Credit Parties 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 the Credit Parties to the Administrative Agent for the account of the Lenders, the Credit Parties’ 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.
9.12    Lender Representations Regarding ERISA.
(a)    Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of the Administrative Agent and its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Credit Party, that at least one of the following is and will be true:




(i)    such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement,
(ii)    the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,
(iii)    (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84- 14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or
(iv)    such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.
(b)    In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).
9.13    Payments in Error. (a) If the Administrative Agent (x) notifies a Lender Party or any other Person who has received funds on behalf of a Lender Party (any such Lender Party or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not such error or mistake is known to such Payment Recipient) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return




or repayment as contemplated below in this Section 9.13 and held in trust for the benefit of the Administrative Agent, and such Payment Recipient shall (or shall cause any other Payment Recipient who received such funds on its behalf to) promptly, but in no event later than two Business Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.
(b)    Without limiting immediately preceding clause (a), if any Payment Recipient (and each of their respective successors and assigns) receives a payment, prepayment or repayment (whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) that (x) is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) such Payment Recipient otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case:
(i)    it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and
(ii)    such Payment Recipient shall (and shall cause any other Payment Recipient that receives funds on its behalf to) promptly (and, in all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 9.13(b).
For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 9.13(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 9.13(a) or on whether or not an Erroneous Payment has been made.
(c)    Each Lender Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender Party under any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Administrative Agent has demanded to be returned under immediately preceding clause (a).
(d)    (i) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor in accordance with immediately preceding clause (a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, then effective immediately (with the consideration therefor being acknowledged by




the parties hereto), (A) such Lender shall be deemed to have assigned its Loans (but not its Commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance)), and is hereby (together with the Borrower) deemed to have executed and delivered an Assignment and Acceptance (or, to the extent applicable, an agreement incorporating an Assignment and Acceptance by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (but the failure of such Person to deliver any such Notes shall not affect the effectiveness of the foregoing assignment), (B) the Administrative Agent as the assignee shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee shall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender, (D) the Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Administrative Agent will reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement.
(ii)    Subject to Section 10.06, the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Advance (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any Payment Recipient that receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Administrative Agent on or with respect to any such Loans acquired from such Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent, be reduced by any amount specified by the Administrative Agent in writing to the applicable Lender from time to time.
(e)    The parties hereto agree that (x) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender Party, to the rights and interests of such Lender Party) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that the Credit Parties’ Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Loans that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Credit Party, provided that this Section 9.13 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that would have been




payable had such Erroneous Payment not been made by the Administrative Agent; provided further that for the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower for the purpose of making such Erroneous Payment.
(f)    To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation, any defense based on “discharge for value” or any similar doctrine.
Each party’s obligations, agreements and waivers under this Section 9.13 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender Party, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document. For the avoidance of doubt, the obligation of any Lender Party or other Person that has received an Erroneous Payment (or any portion thereof) shall include the obligation of such Lender Party or other Person to pay, discharge and satisfy any corresponding Erroneous Payment Return Deficiency pursuant to Section 9.13(d).
ARTICLE X.

MISCELLANEOUS
10.01    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 Credit Parties 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 Credit Parties, 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 2.06 or 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);
(d)    reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower 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;
(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 (subject to Section 2.17);




(f)    change any provision of this Section or any percentage specified in the definition of “Required 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 (subject to Section 2.17);
(g)    release (i) the Borrower or (ii) the Operating Partnership, as a Credit Party hereunder, without the written consent of each Lender; or
(h)    subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness without the consent of each Lender;
and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the applicable L/C Issuer in addition to the Lenders required above, affect the rights or duties of such 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 Administrative Agent in addition to the Lenders required above, amend, or waive or consent to any departure from, the definitions of Benchmark, Benchmark Replacement or Benchmark Replacement Conforming Changes or the provisions of Section 3.07; (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) a 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 Borrower 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 Lenders shall consent thereto.
Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender (subject to Section 2.14 and 2.15) and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender and (ii) the Administrative Agent, with the consent of the Borrower, may amend, modify or supplement any Loan Document (other than any provision of this Section) without the consent of any Lender or the Required Lenders in order to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Document; provided that the Administrative Agent shall promptly give the Lenders notice of any such amendment, modification or supplement.
10.02    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 a Credit Party, the Administrative Agent, an L/C Issuer or an 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 Issuers hereunder may be delivered or furnished by electronic communication (including e-mail, FpML messaging 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 any L/C Issuer pursuant to Article II if such Lender or such 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 a Credit Party may, in its discretion, agree to accept notices and other communications to such Person(s) hereunder by electronic communications pursuant to procedures approved by such Person(s), 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.
(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 Credit Parties, any Lender, any 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 Credit Party’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 non-appealable 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 Credit Party, any Lender, any 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 Credit Parties, the Administrative Agent and each L/C Issuer 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 Borrower, the Administrative Agent and the L/C Issuers. 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 Issuers and Lenders. The Administrative Agent, the L/C Issuers and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of the Credit Parties 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 Credit Parties shall indemnify the Administrative Agent, each 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 Credit Parties except to the extent resulting from the gross negligence or willful misconduct of Administrative Agent, any 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.
Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuers; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any L/C Issuer from exercising the rights and remedies that inure to its benefit (solely in its capacity as an L/C Issuer) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
10.03    No Waiver; Cumulative Remedies. No failure by any Lender, any 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 or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under any other Loan Document 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 and provided under each other Loan Document are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
10.04    Expenses; Indemnity; Damage Waiver.
(a)    Costs and Expenses. The Credit Parties shall pay (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent (limited to one counsel, and, if applicable, one local counsel in each material jurisdiction)), 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 each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit issued by it or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender, any Alternative Currency Fronting Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any 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 Credit Parties. The Credit Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each 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 any Credit Party 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 an L/C Issuer to honor a demand for payment under a Letter of Credit issued by it 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 Credit Parties or any of their Subsidiaries, or any Environmental Liability related in any way to the Credit Parties 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 any Credit Party, 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 non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Credit Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Credit Party has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
(c)    Reimbursement by Lenders. To the extent that the Credit Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any L/C Issuer or any Related Party of any of the foregoing, and without limiting the obligation of the Credit Parties to do so, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such 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), such L/C Issuer in its capacity as such or any Related Party of




any of the foregoing acting for the Administrative Agent (or any such sub-agent) or such 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, no party hereto shall assert, and each party hereto hereby waives, any claim against the Administrative Agent (and any sub-agent thereof), each Lender, each L/C Issuer and each Related Party of any of the foregoing Persons (each such Person being called a “Protected Party”) and any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (other than in respect of any such claim paid or required to be paid by an Indemnitee to a third party (including another Indemnitee) for which such Protected Party is otherwise entitled to indemnification pursuant to this Section 10.04) 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 the use of the proceeds thereof. Except as otherwise expressly set forth herein with respect to the waiver by the Protected Parties of claims for special, indirect, consequential or punitive damages (as opposed to direct or actual damages), such waiver by the Protected Parties shall not affect the indemnification obligations of the Credit Parties under this Section 10.04. No Protected Party 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 of actual or direct damages resulting from the gross negligence or willful misconduct of such Protected Party as determined by a court of competent jurisdiction in a final and non-appealable judgment.
(e)    Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor (accompanied by reasonable back-up documentation).
(f)    Survival. The agreements in this Section shall survive the resignation of the Administrative Agent, any Alternative Currency Fronting Lender and any L/C Issuer, the replacement of any Lender, the termination of the Aggregate Revolving Commitments and the repayment, satisfaction or discharge of all the other Obligations.
10.05    Payments Set Aside. To the extent that any payment by or on behalf of the Credit Parties is made to the Administrative Agent, any L/C Issuer or any Lender, or the Administrative Agent, any 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, such 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 each 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 Issuers under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.
10.06    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 Credit Parties 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, or grant 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 Issuers 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 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 Borrower otherwise consents (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;
(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 Borrower (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; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received written notice thereof;




(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 each L/C Issuer shall be required for any assignment of a Commitment; and
(D)    the consent of an Alternative Currency Fronting Lender shall be required for any assignment of a Commitment.
(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 a Credit Party or any of the Credit Parties’ Affiliates or Subsidiaries, (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), or (C) to a natural Person (or to a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person).
(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 Borrower 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) in accordance with its Applicable Percentage and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit 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 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 Borrower (at its 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 Borrower, 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 (absent manifest error), and the Borrower, 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 Borrower 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, but with, subject to the proviso to the fifth sentence of the immediately succeeding paragraph, prior written notice to, the Borrower and the Administrative Agent, sell participations to any Person (other than a natural person, a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender or any of its Subsidiaries or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a Subsidiary of a Defaulting Lender, or a Credit Party or any of the Credit Parties’ 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 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 Credit Parties, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(b) with respect to any payments made by such Lender to its Participant(s).
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 Credit Parties 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 (subject to the requirements and limitations therein, including the requirements under Section 3.01(e)). Each Lender that sells a participation agrees, at the Borrower's written request, to use commercially reasonable efforts, at no cost to such Lender, to cooperate with the Borrower to effectuate the provisions of Section 3.06(b) with respect to any Participant. To the extent permitted by law, each 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. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any




Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(e)    Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 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 Borrower’s 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 Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, 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, or grant 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, or grant of a security interest, to secure obligations to a Federal Reserve Bank or to another central bank; provided that no such pledge or assignment, or grant of a security interest, shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee or grantee for such Lender as a party hereto.
(g)    [Reserved].
(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 Borrower (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 Credit Parties 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 Borrower 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 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 or Alternative Currency Fronting Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender that is an L/C Issuer and/or an Alternative Currency Fronting Lender assigns all of its Revolving Commitment and Loans pursuant to subsection (b) above, such Lender may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as an Alternative Currency Fronting Lender. In the event of any such resignation as L/C Issuer or Alternative Currency Fronting Lender, the Borrower shall be entitled to appoint from among the Lenders (with the applicable Lender’s consent) a successor L/C Issuer or Alternative Currency Fronting Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as an L/C Issuer or an Alternative Currency Fronting Lender, as the case may be. If any Lender resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an 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 any Lender resigns as an Alternative Currency Fronting Lender, it shall retain all the rights and obligations of an Alternative Currency Fronting Lender hereunder with respect to all Alternative Currency Risk Participations outstanding as of the effective date of its resignation as an Alternative Currency Fronting Lender (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 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 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 the resigning L/C Issuer to effectively assume the obligations of the resigning L/C Issuer with respect to such Letters of Credit.
10.07    Treatment of Certain Information; Confidentiality.
(a)    Confidentiality. Each Lender and the Administrative Agent (each, a “Lender Party”) hereby agrees for itself and for the L/C Issuers 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 Borrower, (ii) such Lender Party shall hold the Confidential Information 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, “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 the Borrower. Each Lender Party shall promptly notify the Borrower in the event that it becomes aware of any loss or unauthorized disclosure of any Confidential Information. In addition, each Lender Party may disclose the existence of this Agreement and furnish a copy of the cover page of this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Lender Parties in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.
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 the Borrower 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 Borrower at the time it was disclosed to them, or (v) was independently discovered or developed by the employees or agents of the Lender Party without utilizing or referencing any Confidential Information received from the Borrower or violating the terms of this Section.
(b)    Disclosures. Any Lender Party or its legal counsel may disclose the Confidential Information (i) to the Borrower, other Lenders, the Administrative Agent or any of their respective legal counsel, (ii) to its auditors in connection with bank audits or preparation of annual financial statements 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 Borrower, 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 in connection with the Loan Documents, or to the extent necessary or desirable to establish, enforce or assert any claims or defenses in connection with any legal proceeding by or against such Lender Party, (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, (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, (viii) to any swap counterparties of a Lender Party and (ix) to the extent required by a potential or actual insurer or reinsurer in connection with providing insurance, reinsurance or credit risk mitigation coverage under which payments are to be made or may be made by reference to this Agreement, 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 (ix) 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 the Borrower in writing so that the Borrower 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 the Borrower to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information). Additionally, nothing herein prohibits or impedes any individual from communicating or disclosing Information regarding suspected violations of laws, rules, or regulations to a Governmental Authority or self-regulatory authority without any notification to any Person. 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).




(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 the Borrower 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 Borrower or its Subsidiaries and if such Lender Party obtains knowledge that such third party is violating a confidentiality agreement with the Borrower, 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 any Loan.
(e)    Injunctive Relief. Each Lender Party hereby agrees that breach of this Section 10.07 will cause the Borrower irreparable damage for which recovery of damages would be inadequate, and that the Borrower 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 a Credit Party.
(g)    Separate Action. Each Credit Party covenants and agrees not to, and hereby expressly waives 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 the Credit Parties 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.
10.08    Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such L/C Issuer or any such Affiliate to or for the credit or the account of a Credit Party against any and all of the obligations of the Credit Parties now or hereafter existing under this Agreement or any other Loan Document to such Lender or such L/C Issuer, irrespective of whether or not such Lender or such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Credit Parties may be contingent or unmatured or are owed to a branch or office of such Lender or such 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 hereunder, (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, each 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, such L/C Issuer or their respective Affiliates may have. Each Lender and each L/C Issuer agrees to notify the Credit Parties 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.
10.09    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 Credit Parties. 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.
10.10    Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), 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 or other electronic imaging transmission (e.g. pdf by e-mail) shall be effective as delivery of a manually executed counterpart of this Agreement.
10.11    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 or Event of 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.
10.12    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 applicable L/C Issuer, then such provisions shall be deemed to be in effect only to the extent not so limited.
10.13    Replacement of Lenders. If (a) any Lender requests compensation under Section 3.04, (b) any Credit Party is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (c) any Lender is a Defaulting Lender, (d) any Lender refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to Section 10.01, (i) requires the consent of 100% of the Lenders and the consent of the Required Lenders has been obtained or (ii) requires the consent of each Lender directly affected thereby, or (e) any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender (a “Departing 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 (a “Replacement Lender”) that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
(i)    the Administrative Agent shall have received payment of the assignment fee specified in Section 10.06(b);
(ii)    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 Borrower (in the case of all other amounts);
(iii)    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
(iv)    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 Borrower to require such assignment and delegation cease to apply. Each Departing Lender required to make an assignment pursuant to this Section 10.13 shall promptly execute and deliver an Assignment and Assumption with the applicable Replacement Lender. If such Departing Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption and/or any other documentation reasonably necessary to reflect such replacement within a period of time deemed reasonable by the Administrative Agent after the later of (i) the date on which the Replacement Lender executes and delivers such Assignment and Assumption and/or such other documentation and (ii) the date on which the Departing Lender receives all payments described in clause (B) of this Section 10.13, then such Departing Lender shall be deemed to have executed and delivered such Assignment and Assumption and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption and/or such other documentation on behalf of such Departing Lender.
10.14    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. EACH OF THE CREDIT PARTIES IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK SITTING IN NEW YORK COUNTY, 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 ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY CREDIT PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
(c)    WAIVER OF VENUE. EACH OF THE CREDIT PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, 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.
10.15    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 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.
10.16    USA PATRIOT Act Notice. Each Lender that is subject to the PATRIOT Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the




PATRIOT Act. The Borrower 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 PATRIOT Act.
10.17    Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Committed Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, 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 State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it
10.18    Lender Representation Regarding Plan Assets. Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, in each case, for the benefit of the Credit Parties, that such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Revolving Commitments.
10.19    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.
10.20    Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a)    the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an Affected Financial Institution; and
(b)    the effects of any Bail-in Action on any such liability, including, if applicable;
(i)    a reduction in full or in part or cancellation of any such liability;
(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of




ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
(iii)    the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.
10.21    Release of a Guarantor.
(a)    Notwithstanding anything to the contrary contained in this Agreement, the Borrower may (i) sell, assign, transfer or dispose of its interest in a Guarantor (other than the Operating Partnership) that is a Subsidiary of the Borrower or (ii) request that any Guarantor (other than the Operating Partnership) be released from its obligations under the Loan Documents; provided, that, immediately before the earlier of (A) the closing of such sale, assignment, transfer or disposition and (B) the effectiveness of such requested release, the Borrower shall have delivered to the Administrative Agent a certification, together with such other evidence as the Administrative Agent may reasonably request, that no Event of Default shall be continuing at the time of the closing of such sale, assignment, transfer or disposition or of the effectiveness of such release, as the case may be, other than an Event of Default that would be cured by virtue of the occurrence of such sale, assignment, transfer, disposition or release. The Administrative Agent shall promptly notify the Lenders of any such sale, assignment, transfer, disposition or release pursuant hereto.
(b)    Upon a sale, assignment, transfer, disposition or request for release in accordance with subsection (a) above, the Administrative Agent shall, at the expense of the Borrower, take such action as is reasonably appropriate to effect such release.
10.22    No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby, the Credit Parties acknowledge and agree, and acknowledge their Subsidiaries’ 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 Credit Parties and their respective Subsidiaries, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, and the Credit Parties 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, each of the Administrative Agent, each Arranger and each Lender, is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Credit Parties or any of their respective Affiliates, stockholders, creditors or employees or any other Person; (iii) none of the Administrative Agent, the Arrangers or any Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Credit Parties 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, the Arrangers or any Lender has advised or is currently advising the Credit Parties or any of their respective Affiliates on other matters) and none of the Administrative Agent, the Arrangers or any Lender has any obligation to the Credit Parties 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 Credit Parties and their respective Affiliates, and none of the Administrative Agent, the Arrangers or 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 Credit Parties have consulted their own legal, accounting, regulatory




and tax advisors to the extent it has deemed appropriate. Each of the Credit Parties 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.
10.23    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 Credit Party 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 the Administrative Agent or any Lender from any Credit Party in the Agreement Currency, such Credit Party 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 Credit Party (or to any other Person who may be entitled thereto under applicable law).
10.24    Alternative Currency Fronting Lenders; Fronting Commitments. At any time after the Closing Date, the Borrower may make a request to the 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 Borrower, the Administrative Agent, and such Alternative Currency Fronting Lender, and the Administrative Agent shall promptly notify the Borrower 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 Borrower, the Administrative Agent, and such Alternative Currency Fronting Lender.
ARTICLE XI.

GUARANTY
11.01    The Guaranty. Each of the Guarantors hereby jointly and severally, absolutely and unconditionally guarantees to each Lender, each L/C Issuer and each other holder of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when




due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal.
Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Obligations, the obligations of each Guarantor under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Laws.
11.02    Obligations Unconditional. The obligations of the Guarantors under Section 11.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Laws, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than payment in full of the Obligations), it being the intent of this Section 11.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor for amounts paid under this Article XI until such time as the Obligations (other than contingent indemnity obligations) have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above:
(a)    at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived;
(b)    any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted;
(c)    the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with;
(d)    any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or
(e)    any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor).
With respect to its obligations hereunder, each Guarantor hereby expressly waives, to the extent permitted by Law, diligence, presentment, demand of payment, protest and all notices whatsoever, acceptance hereof, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.
11.03    Reinstatement. The obligations of the Guarantors under this Article XI shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a




result of any Debtor Relief Law or otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent, each Lender and each other holder of the Obligations on demand for all reasonable costs and expenses (including, without limitation, the fees, charges and disbursements of counsel) incurred by the Administrative Agent, such Lender or such other holder of the Obligations in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any Debtor Relief Law.
11.04    Certain Additional Waivers. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation pursuant to Section 11.02 and through the exercise of rights of contribution pursuant to Section 11.06.
11.05    Remedies. The Guarantors agree that, to the fullest extent permitted by law, as between the Guarantors, on the one hand, and the Administrative Agent, the Lenders and the other holders of the Obligations, on the other hand, the Obligations may be declared to be forthwith due and payable as specified in Section 8.02 (and shall be deemed to have become automatically due and payable in the circumstances specified in Section 8.02) for purposes of Section 11.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 11.01.
11.06    Rights of Contribution. The Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against the other Guarantors as permitted under applicable Laws. Such contribution rights shall be subordinate and subject in right of payment to the obligations of such Guarantors under the Loan Documents and no Guarantor shall exercise such rights of contribution until all Obligations have been paid in full and the Commitments have terminated.
11.07    Guarantee of Payment; Continuing Guarantee. The guarantee in this Article XI is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising.
11.08     Additional Guarantors. The Borrower may at any time and from time to time, upon written request to the Administrative Agent, cause a Domestic Subsidiary that is a Wholly-Owned Subsidiary to become a Guarantor under this Agreement by (a) executing a Joinder Agreement and (b) 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.
[SIGNATURES FOLLOW]

[SIGNATURE PAGES INTENTIONALLY OMITTED.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


BORROWER:                    ALEXANDRIA REAL ESTATE EQUITIES, INC.,
a Maryland corporation


By:    /s/ Marc E. Binda




Name: Marc E. Binda
Title: Chief Financial Officer and Treasurer


GUARANTOR:    ALEXANDRIA REAL ESTATE EQUITIES, L.P., a Delaware limited partnership

By: ARE-QRS Corp., a Maryland corporation,
general partner


    By:    /s/ Marc E. Binda    
Name: Marc E. Binda
Title: Chief Financial Officer and Treasurer



ADMINISTRATIVE AGENT:            CITIBANK, N.A.


                        By: /s/ David Bouton                    
                        Name: David Bouton
                        Title: Authorized Signatory








LENDER AND L/C ISSUER:            CITIBANK, N.A.


                        By: /s/ David Bouton                
                        Name: David Bouton
                        Title: Authorized Signatory






LENDER AND L/C ISSUER:            BANK OF AMERICA, N.A.

                        
By: /s/ Helen Chan
    Name: Helen Chan
    Title: Vice President




LENDER AND L/C ISSUER:            JPMORGAN CHASE BANK, N.A.



By: /s/ Cody Canafax
    Name: Cody Canafax
    Title: Executive Director






LENDER AND L/C ISSUER:            GOLDMAN SACHS BANK USA



By: /s/ Jonathan Dworkin
    Name: Jonathan Dworkin
    Title: Authorized Signatory






LENDER AND L/C ISSUER:            ROYAL BANK OF CANADA



By: /s/ Brian Gross
    Name: Brian Gross
    Title: Authorized Signatory




LENDER:    BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH



By: /s/ Bruce Habig
Name: Bruce Habig
Title: Managing Director


By: /s/ Armen Semizian
Name: Armen Semizian
Title: Managing Director




LENDER:    MIZUHO BANK, LTD.



By: /s/ Donna DeMagistris
Name: Donna DeMagistris
Title: Managing Director




LENDER:    SUMITOMO MITSUI BANKING CORPORATION


By: /s/ Cindy Hwee
Name: Cindy Hwee
Title: Executive Director




LENDER:    TD BANK, N.A.


By: /s/ George Skoufis
Name: George Skoufis
Title: Vice President




LENDER:    THE BANK OF NOVA SCOTIA


By: /s/ Chelsea McCune
Name: Chelsea McCune
Title: Director




LENDER:    TRUIST BANK


By: /s/ C. Vincent Hughes, Jr.
Name: C. Vincent Hughes, Jr.
Title: Director




LENDER:    U.S. BANK NATIONAL ASSOCIATION


By: /s/ Leonard Olsavsky
Name: Leonard Olsavsky
Title: Senior Vice President




LENDER:    BNP PARIBAS


By: /s/ James Goodall
Name: James Goodall
Title: Managing Director


By: /s/ Kyle Fitzpatrick
Name: Kyle Fitzpatrick
Title: Director




LENDER:    FIFTH THIRD BANK, NATIONAL ASSOCIATION


By: /s/ Kourosh Kamy
Name: Kourosh Kamy
Title: Director




LENDER:    M&T BANK


By: /s/ Cameron Daboll
Name: Cameron Daboll
Title: SVP / Director




LENDER:                    BANCO SANTANDER, S.A., NEW YORK BRANCH



By: /s/ Andres Barbosa
Name: Andres Barbosa
Title: Managing Director


By: /s/ Zara Kamal
Name: Zara Kamal
Title: Executive Director




LENDER:    CAPITAL ONE, NATIONAL ASSOCIATION


By: /s/ Jessica W. Phillips
Name: Jessica W. Phillips
Title: Authorized Signatory




LENDER:    THE HUNTINGTON NATIONAL BANK


By: /s/ Eva S. McQuillen
Name: Eva S. McQuillen
Title: Senior Vice President






LENDER:    PNC BANK, NATIONAL ASSOCIATION


By: /s/ David C. Drouillard
Name: David C. Drouillard
Title: Senior Vice President





LENDER:     REGIONS BANK


By: /s/ Reid Malley
Name: Reid Malley
Title: Vice President





LENDER:     ASSOCIATED BANK, NATIONAL ASSOCIATION



By: /s/ Mitchell Vega
Name: Mitchell Vega
Title: Senior Vice President



EXHIBIT 22.1
 

List of Guarantor Subsidiaries of Alexandria Real Estate Equities, Inc.

The following subsidiary was, as of September 30, 2026, a guarantor of the registrant's 3.95% Senior Notes due 2027, 3.95% Senior Notes due 2028, 4.50% Senior Notes due 2029, 2.75% Senior Notes due 2029, 4.70% Senior Notes due 2030, 4.90% Senior Notes due 2030, 3.375% Senior Notes due 2031, 2.00% Senior Notes due 2032, 1.875% Senior Notes due 2033, 2.95% Senior Notes due 2034, 4.75% Senior Notes due 2035, 5.50% Senior Notes due 2035, 5.25% Senior Notes due 2036, 5.25% Senior Notes due 2036, 4.85% Senior Notes due 2049, 4.00% Senior Notes due 2050, 3.00% Senior Notes due 2051, 3.55% Senior Notes due 2052, 5.15% Senior Notes due 2053, 5.625% Senior Notes due 2054, and 7.25% Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057.

Name of SubsidiaryJurisdiction of Organization
Alexandria Real Estate Equities, L.P.Delaware


EXHIBIT 31.1
 
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Joel S. Marcus, certify that:
 
1.    I have reviewed this Quarterly Report on Form 10-Q of Alexandria Real Estate Equities, Inc.;
 
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.    The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a.    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b.    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
 
c.    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d.    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.    The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a.    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
 
b.    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: October 26, 2026
 
/s/ Joel S. Marcus
Joel S. Marcus
Executive Chairman


EXHIBIT 31.2
 
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Peter M. Moglia, certify that:
 
1.    I have reviewed this Quarterly Report on Form 10-Q of Alexandria Real Estate Equities, Inc.;
 
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.    The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a.    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b.    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
 
c.    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d.    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.    The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a.    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
 
b.    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: October 26, 2026
 
/s/ Peter M. Moglia
Peter M. Moglia
Chief Executive Officer and Chief Investment Officer


EXHIBIT 31.3
 
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Marc E. Binda, certify that:
 
1.    I have reviewed this Quarterly Report on Form 10-Q of Alexandria Real Estate Equities, Inc.;
 
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.    The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:  
 
a.    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b.    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
 
c.    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d.    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.    The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a.    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
 
b.    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: October 26, 2026
 
/s/ Marc E. Binda
Marc E. Binda
Chief Financial Officer and Treasurer


EXHIBIT 32.0
 
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICERS AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350.

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Joel S. Marcus, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Alexandria Real Estate Equities, Inc. for the quarter ended September 30, 2026, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Alexandria Real Estate Equities, Inc.

Date: October 26, 2026
/s/ Joel S. Marcus
Joel S. Marcus
Executive Chairman

I, Peter M. Moglia, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Alexandria Real Estate Equities, Inc. for the quarter ended September 30, 2026, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Alexandria Real Estate Equities, Inc.
 
Date: October 26, 2026
/s/ Peter M. Moglia
Peter M. Moglia
Chief Executive Officer and Chief Investment Officer

I, Marc E. Binda, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Alexandria Real Estate Equities, Inc. for the quarter ended September 30, 2026, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Alexandria Real Estate Equities, Inc.

Date: October 26, 2026  
/s/ Marc E. Binda
Marc E. Binda
Chief Financial Officer and Treasurer