10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(MARK ONE)

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

For the fiscal year ended December 31, 2022

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 1-12675 (Kilroy Realty Corporation)

Commission file number 000-54005 (Kilroy Realty, L.P.)

KILROY REALTY CORPORATION

KILROY REALTY, L.P.

(Exact name of registrant as specified in its charter)

Kilroy Realty Corporation	Maryland	95-4598246
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Kilroy Realty, L.P.	Delaware	95-4612685
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

12200 W. Olympic Boulevard, Suite 200, Los Angeles, California, 90064

(Address of principal executive offices) (Zip Code)

(310) 481-8400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Registrant	Title of each class	Name of each exchange on which registered	Ticker Symbol
Kilroy Realty Corporation	Common Stock, $.01 par value	New York Stock Exchange	KRC

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

Registrant	Title of each class
Kilroy Realty, L.P.	Common Units Representing Limited Partnership Interests

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Kilroy Realty Corporation  Yes  ☒  No  ☐    Kilroy Realty, L. P.  Yes  ☒  No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Kilroy Realty Corporation  Yes  ☐  No  ☒    Kilroy Realty, L. P.  Yes  ☐  No  ☒

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. 

Kilroy Realty Corporation  Yes  ☒  No  ☐    Kilroy Realty, L. P.  Yes  ☒  No  ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted 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 such files).    

Kilroy Realty Corporation  Yes  ☒  No  ☐    Kilroy Realty, L. P.  Yes  ☒  No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Kilroy Realty Corporation
☒	Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company
☐	Emerging growth company 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. o
Kilroy Realty, L.P.
☐	Large accelerated filer	☐	Accelerated filer	☒	Non-accelerated filer	☐	Smaller reporting company
☐	Emerging growth company 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. o

Indicate by check mark whether the registrant has filed a report on and attestation to management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Kilroy Realty Corporation  Yes  ☒  No  ☐    Kilroy Realty, L. P.  Yes  ☒  No  ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Kilroy Realty Corporation  Yes  ☐  No  ☒    Kilroy Realty, L. P.  Yes  ☐  No   ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Kilroy Realty Corporation  Yes  ☐  No  ☒    Kilroy Realty, L. P.  Yes  ☐  No   ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    

Kilroy Realty Corporation  Yes  ☐  No  ☒    Kilroy Realty, L. P.  Yes  ☐  No  ☒

The aggregate market value of the voting and non-voting shares of common stock held by non-affiliates of Kilroy Realty Corporation was approximately $6,078,528,830 based on the quoted closing price on the New York Stock Exchange for such shares on June 30, 2022.

There is no public trading market for the common units of limited partnership interest of Kilroy Realty, L.P. As a result, the aggregate market value of the common units of limited partnership interest held by non-affiliates of Kilroy Realty, L.P. cannot be determined.

As of February 3, 2023, 117,087,139 shares of Kilroy Realty Corporation’s common stock, par value $.01 per share, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Kilroy Realty Corporation’s Proxy Statement with respect to its 2023 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the registrant’s fiscal year are incorporated by reference into Part III of this Form 10-K.

EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the year ended December 31, 2022 of Kilroy Realty Corporation and Kilroy Realty, L.P. Unless stated otherwise or the context otherwise requires, references to “Kilroy Realty Corporation” or the “Company,” “we,” “our,” and “us” mean Kilroy Realty Corporation, a Maryland corporation, and its controlled and consolidated subsidiaries, and references to “Kilroy Realty, L.P.” or the “Operating Partnership” mean Kilroy Realty, L.P., a Delaware limited partnership, and its controlled and consolidated subsidiaries.

The Company is a real estate investment trust, or REIT, and the general partner of the Operating Partnership. As of December 31, 2022, the Company owned an approximate 99.0% common general partnership interest in the Operating Partnership. The remaining approximate 1.0% common limited partnership interests are owned by non-affiliated investors and certain directors and officers of the Company. As the sole general partner of the Operating Partnership, the Company exercises exclusive and complete discretion over the Operating Partnership’s day-to-day management and control and can cause it to enter into certain major transactions including acquisitions, dispositions, and refinancings and cause changes in its line of business, capital structure and distribution policies.

There are a few differences between the Company and the Operating Partnership that are reflected in the disclosures in this Form 10-K. We believe it is important to understand the differences between the Company and the Operating Partnership in the context of how the Company and the Operating Partnership operate as an interrelated, consolidated company. The Company is a REIT, the only material asset of which is the partnership interests it holds in the Operating Partnership. As a result, the Company generally does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing equity from time to time and guaranteeing certain debt of the Operating Partnership. The Company itself is not directly obligated under any indebtedness, but generally guarantees all of the debt of the Operating Partnership. The Operating Partnership owns substantially all of the assets of the Company either directly or through its subsidiaries, conducts the operations of the Company’s business and is structured as a limited partnership with no publicly-traded equity. Except for net proceeds from equity issuances by the Company, which the Company generally contributes to the Operating Partnership in exchange for units of partnership interest, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s incurrence of indebtedness or through the issuance of units of partnership interest.

Noncontrolling interests, stockholders’ equity and partners’ capital are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. The common limited partnership interests in the Operating Partnership are accounted for as partners’ capital in the Operating Partnership’s financial statements and, to the extent not held by the Company, as noncontrolling interests in the Company’s financial statements. The differences between stockholders’ equity, partners’ capital and noncontrolling interests result from the differences in the equity issued by the Company and the Operating Partnership.

We believe combining the annual reports on Form 10-K of the Company and the Operating Partnership into this single report results in the following benefits:

•Combined reports better reflect how management and the analyst community view the business as a single operating unit;

•Combined reports enhance investors’ understanding of the Company and the Operating Partnership by enabling them to view the business as a whole and in the same manner as management;

•Combined reports are more efficient for the Company and the Operating Partnership and result in savings in time, effort and expense; and

•Combined reports are more efficient for investors by reducing duplicative disclosure and providing a single document for their review.

1

To help investors understand the significant differences between the Company and the Operating Partnership, this report presents the following separate sections for each of the Company and the Operating Partnership:

•Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations:

◦—Liquidity and Capital Resources of the Company; and

◦—Liquidity and Capital Resources of the Operating Partnership;

•consolidated financial statements;

•the following notes to the consolidated financial statements:

◦Note 8, Secured and Unsecured Debt of the Company;

◦Note 9, Secured and Unsecured Debt of the Operating Partnership;

◦Note 11, Noncontrolling Interests on the Company’s Consolidated Financial Statements;

◦Note 12, Noncontrolling Interests on the Operating Partnership’s Consolidated Financial Statements;

◦Note 13, Stockholders’ Equity of the Company;

◦Note 14, Partners’ Capital of the Operating Partnership;

◦Note 20, Net Income Available to Common Stockholders Per Share of the Company;

◦Note 21, Net Income Available to Common Unitholders Per Unit of the Operating Partnership;

◦Note 22, Supplemental Cash Flow Information of the Company; and

◦Note 23, Supplemental Cash Flow Information of the Operating Partnership.

This report also includes separate sections under Item 9A. Controls and Procedures and separate Exhibit 31 and Exhibit 32 certifications for the Company and the Operating Partnership to establish that the Chief Executive Officer and the Chief Financial Officer of each entity have made the requisite certifications and that the Company and Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and 18 U.S.C. §1350.

2

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Business	5
Item 1A.	Risk Factors	17
Item 1B.	Unresolved Staff Comments	39
Item 2.	Properties	40
Item 3.	Legal Proceedings	49
Item 4.	Mine Safety Disclosures	49
	PART II
Item 5.	Market for Kilroy Realty Corporation’s Common Equity, Related Stockholder Matters and    Issuer Purchases of Equity Securities	50
	Market for Kilroy Realty, L.P.’s Common Equity, Related Stockholder Matters and Issuer    Purchases of Equity Securities	51
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	53
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	95
Item 8.	Financial Statements and Supplementary Data	96
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	96
Item 9A.	Controls and Procedures	97
Item 9B.	Other Information	101
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	101
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	101
Item 11.	Executive Compensation	101
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder    Matters	101
Item 13.	Certain Relationships and Related Transactions, and Director Independence	101
Item 14.	Principal Accountant Fees and Services	101
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	102
Item 16.	Form 10-K Summary	107
	SIGNATURES	108

PART I

This document contains certain “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, including, among other things, statements or information concerning our plans, objectives, capital resources, portfolio performance, results of operations, projected future occupancy and rental rates, lease expirations, debt maturities, potential investments, strategies such as capital recycling, development and redevelopment activity, projected construction costs, projected construction commencement and completion dates, projected square footage of space that could be constructed on undeveloped land that we own, projected rentable square footage of or number of units in properties under construction or in the development pipeline, anticipated proceeds from capital recycling activity or other dispositions and anticipated dates of those activities or dispositions, projected increases in the value of properties, dispositions, future executive incentive compensation, pending, potential or proposed acquisitions, plans to grow our net operating income and funds from operations, our ability to re-lease properties at or above current market rates, anticipated market conditions, demographics and other forward-looking financial data, as well as the discussion in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations -Factors That May Influence Future Results of Operations.” Forward-looking statements are based on our current expectations, beliefs and assumptions, and are not guarantees of future performance. Forward-looking statements are inherently subject to uncertainties, risks, changes in circumstances, trends and factors that are difficult to predict, many of which are outside of our control. Accordingly, actual performance, results and events may vary materially from those indicated or implied in the forward-looking statements, and you should not rely on the forward-looking statements as predictions of future performance, results or events. All forward-looking statements are based on information that was available and speak only as of the dates on which they were made. We assume no obligation to update any forward-looking statement that becomes untrue because of subsequent events, new information or otherwise, except to the extent we are required to do so in connection with our ongoing requirements under federal securities laws.

In addition, this report contains information and statistics regarding, among other things, the industry, markets, submarkets and sectors in which we operate, whether our leases are above or below applicable market rents and the number of square feet of office and other space that could be developed from specific parcels of undeveloped land. We obtained this information and these statistics from various third-party sources and our own internal estimates. We believe that these sources and estimates are reliable but have not independently verified them and cannot guarantee their accuracy or completeness.

4

ITEM 1.    BUSINESS

The Company

Kilroy Realty Corporation (the “Company”) is a self-administered real estate investment trust (“REIT”) active in premier office, life science and mixed-use submarkets in the United States. We own, develop, acquire and manage real estate assets, consisting primarily of Class A properties in Greater Los Angeles, San Diego County, the San Francisco Bay Area, Greater Seattle and Austin, Texas, which we believe have strategic advantages and strong barriers to entry. Class A real estate encompasses attractive and efficient buildings of high quality that are attractive to tenants, are well-designed and constructed with above-average material, workmanship and finishes and are well-maintained and managed. We qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). We own our interests in all of our real estate assets through Kilroy Realty, L.P. (the “Operating Partnership”) and generally conduct substantially all of our operations through the Operating Partnership.

Our stabilized portfolio of operating properties was comprised of the following properties at December 31, 2022:

	Number of Buildings	Rentable Square Feet	Number of Tenants	Percentage  Occupied (1)		Percentage Leased
Stabilized Office Properties (2)	119	16,194,146	406	91.6	%	92.9	%

________________________

(1)Represents economic occupancy.

(2)Includes stabilized life science and retail space.

	Number of Properties	Number of Units	2022 Average Occupancy
Stabilized Residential Properties	3	1,001	93.5	%

Our stabilized portfolio includes all of our properties with the exception of development properties currently committed for construction, under construction, or in the tenant improvement phase, redevelopment projects under construction, undeveloped land and real estate assets held for sale. We define redevelopment properties as those properties for which we expect to spend significant development and construction costs on the existing or acquired buildings pursuant to a formal plan, the intended result of which is a higher economic return on the property. We define properties in the tenant improvement phase as office and life science properties that we are developing or redeveloping where the project has reached cold shell condition and is ready for tenant improvements, which may require additional major base building construction before being placed in service. Projects in the tenant improvement phase are added to our stabilized portfolio once the project reaches the earlier of 95% occupancy or one year from the date of the cessation of major base building construction activities. Costs capitalized to construction in progress for development and redevelopment properties are transferred to land and improvements, buildings and improvements, and deferred leasing costs on our consolidated balance sheets at the historical cost of the property as the projects or phases of projects are placed in service.

During the year ended December 31, 2022, we added two development projects and two redevelopment projects to our stabilized portfolio consisting of four buildings totaling 1,114,704 square feet of office and life science space in Seattle, Washington and San Diego, California. We did not have any properties held for sale at December 31, 2022. As of December 31, 2022, the following properties were excluded from our stabilized portfolio:

	Number of Properties/Projects	Estimated Rentable Square Feet (1)
In-process development projects - tenant improvement	1	734,000
In-process development projects - under construction	2	946,000
In-process redevelopment projects - under construction	2	100,000

________________________

(1)Estimated rentable square feet upon completion.

Our stabilized portfolio also excludes our future development pipeline, which as of December 31, 2022, was comprised of eight future development sites, representing approximately 64 gross acres of undeveloped land.

5

As of December 31, 2022, all of our properties, development projects and redevelopment projects were owned and all of our business was conducted in the state of California with the exception of ten stabilized office properties and one future development project located in the state of Washington and one development project in the tenant improvement phase and one future development project in Austin, Texas. All of our properties, development projects and redevelopment projects are 100% owned, excluding four office properties owned by three consolidated property partnerships. Two of the three consolidated property partnerships, 100 First Street Member, LLC (“100 First LLC”) and 303 Second Street Member, LLC (“303 Second LLC”), each owned one office property in San Francisco, California through subsidiary REITs. As of December 31, 2022, the Company owned a 56% common equity interest in both 100 First LLC and 303 Second LLC. The third consolidated property partnership, Redwood City Partners, LLC (“Redwood LLC”), owned two office properties in Redwood City, California. As of December 31, 2022, the Company owned an approximate 93% common equity interest in Redwood LLC. The remaining interests in all three property partnerships were owned by unrelated third parties.

We own our interests in all of our real estate assets through the Operating Partnership and generally conduct substantially all of our operations through the Operating Partnership, of which we owned a 99.0% common general partnership interest as of December 31, 2022. The remaining 1.0% common limited partnership interest in the Operating Partnership as of December 31, 2022 was owned by non-affiliated investors and certain of our executive officers and directors. With the exception of the Operating Partnership and our consolidated property partnerships, all of our subsidiaries are wholly-owned.

Available Information; Website Disclosure; Corporate Governance Documents

Kilroy Realty Corporation was incorporated in the state of Maryland on September 13, 1996 and Kilroy Realty, L.P. was organized in the state of Delaware on October 2, 1996. Our principal executive offices are located at 12200 W. Olympic Boulevard, Suite 200, Los Angeles, California 90064. Our telephone number at that location is (310) 481-8400. Our website is www.kilroyrealty.com. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this annual report on Form 10-K or any other report or document we file with or furnish to the SEC. All reports we will file with the SEC are available free of charge via EDGAR through the SEC website at www.sec.gov. All reports that we will file with the SEC will also be available free of charge on our website at www.kilroyrealty.com as soon as reasonably practicable after we file those materials with, or furnish them to, the SEC.

We use our website as a routine channel of distribution of company information, including press releases, presentations, and supplemental information, as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor our website in addition to following press releases, SEC filings, and public conference calls and webcasts. Investors and others can receive notifications of new information posted on our investor relations website in real time by signing up for email alerts.

The following documents relating to corporate governance are also available on our website under “Investors —Overview —Governance Documents” and available in print to any security holder upon request:

•Corporate Governance Guidelines;

•Code of Business Conduct and Ethics;

•Audit Committee Charter;

•Executive Compensation Committee Charter;

•Nominating / Corporate Governance Committee Charter; and

•Corporate Social Responsibility and Sustainability Committee Charter.

6

You may request copies of any of these documents by writing to:

Attention: Investor Relations

Kilroy Realty Corporation

12200 West Olympic Boulevard, Suite 200

Los Angeles, California 90064

We intend to disclose on our website under “Investors —Overview —Governance Documents” any amendment to, or waiver of, any provisions of our Code of Business Conduct and Ethics applicable to the directors and/or officers of the Company that would otherwise be required to be disclosed under the rules of the Securities and Exchange Commission or the New York Stock Exchange.

Business and Growth Strategies

Growth Strategies.    We believe that a number of factors and strategies will enable us to continue to achieve our objectives of long-term sustainable growth in Net Operating Income (defined below) and FFO (defined below) as well as maximization of long-term stockholder value. These factors and strategies include:

•the quality, physical characteristics and operating sustainability of our properties, as well as our geographic presence in technology and life science market clusters;

•our ability to efficiently manage our assets as a low cost provider of commercial real estate through our seasoned management team possessing core capabilities in all aspects of real estate ownership, including property management, leasing, marketing, financing, accounting, legal, and construction and development management;

•our access to development, redevelopment, acquisition and leasing opportunities as a result of our extensive experience and significant working relationships with major West Coast property owners, corporate tenants, municipalities and landowners given our over 75-year presence in the West Coast markets;

•our strong financial position that has and will continue to allow us to pursue attractive acquisition and development and redevelopment opportunities;

•our ability to capitalize on inflection points in a real estate cycle to add quality assets to our portfolio at substantial discounts to long-term value, through either acquisition, development or redevelopment. This includes expansion of our product offering into new submarkets where we believe operating and fundamental synergies give us a competitive advantage, as well as in life science properties, which are concentrated in our existing markets;

•our active development and redevelopment program and our future development pipeline of undeveloped land sites (see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Factors That May Influence Future Results of Operations” for additional information pertaining to the Company’s in-process and future development pipeline); and

•our capital recycling program (see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and Capital Resources of the Operating Partnership” for additional information pertaining to the Company’s capital recycling program and related property and land dispositions).

“Net Operating Income” is defined as consolidated operating revenues (rental income and other property income) less consolidated operating expenses (property expenses, real estate taxes and ground leases). “FFO” is Funds From Operations available to common stockholders and common unitholders calculated in accordance with the 2018 Restated White Paper on FFO approved by the Board of Governors of the National Association of Real Estate Investment Trusts (“Nareit”). (See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Results of Operations” and “—Non-GAAP Supplemental Financial Measures: Funds

7

From Operations” for a reconciliation of these measures to generally accepted accounting principles (“GAAP”) net income available to common stockholders.)

Operating Strategies.    We focus on enhancing long-term growth in Net Operating Income and FFO from our properties by:

•maximizing cash flow from our properties through active leasing, early renewals and effective property management;

•structuring leases to maximize returns;

•managing portfolio credit risk through effective underwriting, including the use of credit enhancements and interests in collateral to mitigate portfolio credit risk;

•managing operating expenses through the efficient use of internal property management, leasing, marketing, financing, accounting, legal, and construction and development management functions;

•maintaining and developing long-term relationships with a diverse tenant base;

•continuing to effectively manage capital improvements to enhance our properties’ competitive advantages in their respective markets and integrate technology to enhance efficiencies with building management systems, security operation centers and tenant experience solutions to provide a premium experience to our tenant base while reducing operating costs;

•continuing to expand our management team with individuals who have extensive regional and product-type experience and are highly knowledgeable in their respective markets and product types; and

•attracting and retaining motivated employees by providing financial and other incentives to meet our operating and financial goals.

Development and Redevelopment Strategies.    We and our predecessors have developed office properties primarily located in California since 1947. As of December 31, 2022, we had one development project in the tenant improvement phase totaling approximately 734,000 square feet of office space and two development projects under construction totaling approximately 946,000 square feet of office and life science space. In addition, we had two redevelopment projects under construction totaling approximately 100,000 square feet. Our future development pipeline was comprised of eight potential development sites representing approximately 64 gross acres of undeveloped land on which we believe we have the potential to develop over 6.5 million square feet of office, life science, laboratory, residential and retail space, depending upon economic conditions. Our strategy with respect to development and redevelopment is to:

•own land sites in highly populated, amenity rich locations that are attractive to a broad array of tenants;

•be the premier provider of modern and collaborative office, life science and mixed-use projects on the West Coast and in Austin, Texas with a focus on design and environment;

•maintain a disciplined approach by commencing development when appropriate based on market conditions, focusing on leasing, developing in stages or phasing, and cost control;

•reinvest capital from dispositions of selective assets into new state-of-the-art development and acquisition opportunities with higher cash flow and rates of return or future redevelopment when possible;

•execute on our development projects under construction and future development pipeline, including expanding entitlements; and

•evaluate redevelopment opportunities in supply-constrained markets because such efforts generally achieve similar returns to new development with reduced entitlement risk and shorter construction periods.

8

We may engage in the additional development or redevelopment of office, life science and mixed-use properties when market conditions support a favorable risk-adjusted return on such development or redevelopment. We expect that our significant working relationships with tenants, municipalities and landowners on the West Coast and in Austin, Texas will give us further access to development and redevelopment opportunities. We cannot ensure that we will be able to successfully develop or redevelop any of our properties or that we will have access to additional development or redevelopment opportunities.

Acquisition Strategies.    We believe we are well positioned to opportunistically acquire properties and development and redevelopment opportunities as the result of our extensive experience, strong financial position and ability to access capital. We continue to focus on growth opportunities in West Coast and Austin, Texas markets populated by knowledge and creative-based tenants in a variety of industries, including technology, media, healthcare, life sciences, entertainment and professional services. Against the backdrop of market volatility, we expect to manage a strong balance sheet, execute on our development program and selectively evaluate opportunities that add immediate Net Operating Income to our portfolio or play a strategic role in our future growth and that:

•provide attractive yields and significant potential for growth in cash flow from property operations;

•present growth opportunities in our existing or other strategic markets; and

•demonstrate the potential for improved performance through intensive management, repositioning, capital investment and leasing that should result in increased occupancy and rental revenues.

Financing Strategies.    Our financing policies and objectives are determined by our board of directors. Our goal is to limit our dependence on leverage and maintain a conservative ratio of debt-to-total market capitalization. Our financing strategies include:

•maintaining financial flexibility, including a low secured to unsecured debt ratio;

•maximizing our ability to access a variety of both public and private capital sources;

•maintaining a staggered debt maturity schedule in which the maturity dates of our debt are spread over several years to limit risk exposure at any particular point in the capital and credit market cycles;

•completing financing in advance of the need for capital;

•managing interest rate exposure by generally maintaining a greater amount of fixed-rate debt as compared to variable-rate debt; and

•maintaining our credit ratings.

We utilize multiple sources of capital, including borrowings under our unsecured term loan facility, unsecured revolving credit facility, proceeds from the issuance of public or private debt or equity securities and other bank and/or institutional borrowings and our capital recycling program, including strategic venture sources. There can be no assurance that we will be able to obtain capital as needed on terms favorable to us or at all. (See the discussion under the caption “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Factors That May Influence Future Results of Operations” and “Item 1A. Risk Factors.”)

Sustainability Strategies. Our longstanding leadership in sustainability in real estate is globally recognized, and our commitment to advancing progress toward our sustainability ambitions remains strong. Our vision is a resilient portfolio that minimizes the environmental impact of the development and operation of our buildings while maximizing the health and productivity of our tenants, employees and communities as well as our financial returns. Management and our board of directors, through the Corporate Social Responsibility and Sustainability Committee (the “CSR&S Committee”) established in April 2018, currently oversee and advance the Company’s corporate social responsibility and sustainability initiatives. They recognize that community engagement and sustainable

9

operations benefit our investors, tenants, and other stakeholders and are key to preserving our Company’s value and credibility.

As a result of our commitment to sustainability, we have been listed as a member of the Dow Jones Sustainability World Index since 2017, and have consistently received high rankings in sustainability performance by the Global Real Estate Sustainability Benchmark (“GRESB”). In 2022, we were proud to be named the GRESB Regional Sector Leader in the Americas for Development (Diversified), earning the highly competitive GRESB 5 Star designation. We have been recognized with the US EPA ENERGY STAR® Partner of the Year Sustained Excellence Award for the last seven years, Nareit’s Leader in the Light Award in the Listed Office category for eight of the last nine years and Nareit’s Leader in the Light Most Innovative award in 2018 and 2020. We have also been included on Newsweek’s list of America’s Most Responsible Companies for the past four years.

We manage our properties to offer the maximum degree of utility and operational efficiency to our tenants. We collaborate with our tenants on efforts to reduce their energy and water consumption and increase recycling diversion and compost rates. We incorporate green lease language into 100% of our new leases, and the majority of our leases also include a cost recovery clause for resource-efficiency related capital expenditures. Green leases (also known as aligned leases, high performance leases or energy efficient leases) aim to align the financial and energy incentives of building owners and tenants so they can work together to save money, conserve resources and ensure the efficient operation of buildings. We have won the Institute for Market Transformation’s (“IMT’s”) Green Lease Leaders award for nine consecutive years.

Energy consumption, water consumption, and greenhouse gas (“GHG”) emissions data for the periods indicated based on the most recent available information, which was subject to an independent limited assurance engagement by DNV GL Business Assurance USA, Inc., are as follows:

Energy consumption:

Year (1)	Energy Consumption Data Coverage as a % of Total Floor Area (2)		Total Energy Consumed by Floor Area with Data Coverage (MWh) (3)	% of Energy Generated From Renewable Sources (4)		Like-for-Like Change in Energy Consumption of Floor Area with Data Coverage (5)		% of Eligible Portfolio that has Obtained an Energy Rating and is Certified to ENERGY STAR (6)
2021	100	%	242,577	72	%	(2)	%	79	%
2020	100	%	257,113	55	%	(13)	%	76	%
2019	99	%	277,177	18	%	(2)	%	70	%

Water consumption:

Year (1)	Water Withdrawal Data Coverage as a % of Total Floor Area (7)		Total Water Withdrawn by Portfolio (m3) (8)	Like-for-like Change in Water Withdrawn for Floor Area with Data Coverage (5)
2021	100	%	649,982	(2)	%
2020	100	%	659,051	(31)	%
2019	98	%	803,499	(6)	%

10

GHG Emissions:

Year (1)	Scope 1 GHG Data Coverage as a % of Total Floor Area (9)		Scope 1 GHG Emissions (Tonnes CO2) (10)	Like-for-like Change in Scope 1 GHG Emissions Data (5)
2021	100	%	3,710	13	%
2020	100	%	3,000	(11)	%
2019	100	%	3,082	6	%

Year (1)	Scope 2 Location-Based GHG Data Coverage as a % of Total Floor Area (11)		Scope 2 Location-Based GHG Emissions (Tonnes CO2) (12)	Like-for-like Change in Scope 2 Location-Based GHG Emissions Data (5)
2021	100	%	19,378	(5)	%
2020	100	%	23,122	(21)	%
2019	100	%	25,438	(5)	%

Year (1)	Scope 2 Market-Based GHG Data Coverage as a % of Total Floor Area (11)		Scope 2 Market-Based GHG Emissions (Tonnes CO2) (12)	Like-for-like Change in Scope 2 Market-Based GHG Emissions Data (5)
2021	100	%	—	—	%
2020	100	%	—	(100)	%
2019	100	%	24,718	(8)	%

_____________________

(1)Full 2022 calendar year energy, water and GHG emissions data is not available until after March 30, 2023.

(2)Percentage based on gross square footage of portfolio floor area with complete energy consumption data coverage as of the end of the applicable year. Floor area is considered to have complete energy consumption data coverage when energy consumption data (i.e., energy types and amounts consumed) is obtained by the Company for all types of energy consumed in the relevant floor area during the fiscal year, regardless of when such data was obtained.

(3)Energy includes energy purchased from sources external to the Company and its tenants or produced by the Company or its tenants themselves (self-generated) and energy from all sources, including direct fuel usage, purchased electricity, and heating, cooling and steam energy. Total energy consumption based on floor area with complete energy consumption data coverage as of the end of the applicable year.

(4)Renewable sources include renewable energy the Company directly produced and renewable energy the Company purchased if purchased through a renewable power purchase agreement that explicitly includes renewable energy certificates (“RECs”) or Guarantees of Origin (“GOs”), a Green-e Energy Certified utility or supplier program or other green power products that explicitly include RECs or GOs or for which Green-e Energy Certified RECs are paired with grid electricity. Percentage is based total energy consumption during the applicable year.

(5)Data reported on a like-for-like comparison excludes assets that have been acquired or disposed over the past twenty-four months as of the end of the applicable year.

(6)Eligible portfolio represents our office and residential properties that have had 50% or greater occupancy for 12 consecutive months at any point during the applicable year. Percentage is based on rentable square footage of our eligible portfolio that has obtained an energy rating and is certified to ENERGY STAR® as of the end of the applicable year.

(7)Percentage based on gross square footage of portfolio floor area with complete water withdrawal data coverage as of the end of the applicable year. Floor area is considered to have complete water withdrawal data coverage when water withdrawal data (i.e., amounts withdrawn) is obtained by the Company for the relevant floor area during the fiscal year, regardless of when such data was obtained.

(8)Water sources include municipal water supplies or supply from other water utilities and reclaimed or captured rainwater collected directly and stored by the Company. Total water withdrawal based on floor area with complete water withdrawal data coverage as of the end of the applicable year.

(9)Percentage based on gross square footage of portfolio floor area with complete Scope 1 GHG emissions data coverage as of the end of the applicable year. Floor area is considered to have complete Scope 1 GHG emissions data coverage when GHG emission data (i.e., amounts emitted) is obtained by the Company for the relevant floor area during the fiscal year, regardless of when such data was obtained.

(10)Scope 1 emissions represent those produced by consuming onsite natural gas procured by the Company.

(11)Percentage based on gross square footage of portfolio floor area with complete Scope 2 GHG emissions data coverage as of the end of the applicable year. Floor area is considered to have complete Scope 2 GHG emissions data coverage when GHG emission data is obtained by the Company for the relevant floor area during the fiscal year, regardless of when such data was obtained.

(12)Scope 2 emissions represent those produced by consuming onsite electricity procured by the Company.

We build our current development and redevelopment projects to Leadership in Energy and Environmental Design (“LEED”) specifications. All of our office development projects pursue LEED certification, at the Platinum or Gold level.

We are actively pursuing LEED certification for approximately 946,000 square feet of office and life science space of under construction development projects. In addition, an analysis of energy and water performance is included in our standard due diligence process for acquisitions, and reducing energy use year over year is an ongoing aspect of our operational strategy. This is accomplished through systematic energy auditing, mechanical, lighting and other building upgrades, optimizing operations and engaging tenants. During the past few years, we

11

have significantly enhanced the sustainability profile of our portfolio, ending 2022 with 71% of our properties LEED certified, 65% of our eligible stabilized office properties ENERGY STAR certified and 89% of our eligible stabilized residential properties ENERGY STAR certified (in each case as a percentage of our total or eligible rentable square feet as of December 31, 2022).

We identify climate change as a risk to our Company, its tenants and our other stakeholders, an opportunity for long-term value creation and a key driver in long-term strategic business decisions. These risks and opportunities include transitional risks such as policy, market, technology and reputational concerns, as well as physical risks, and are a focus area for the board of directors and management.  Climate-related risks and opportunities are governed by the board of directors through the CSR&S Committee. In 2018, the CSR&S Committee endorsed the recommendations of the Task Force on Climate-related Financial Disclosure (TCFD) and tasked management with assessing and reporting against climate related risk for the Company. We are proud to have achieved carbon neutral operations in 2020 and 2021, and we expect to achieve this goal for a third time in 2022. This means that the entirety of our scope 1 and scope 2 emissions is offset through a combination of energy efficiency measures, onsite and offsite renewables, renewable energy credits (RECs), and verified carbon offsets. We continue to track and report on our progress toward our short-term and long-term carbon reduction goals previously validated by Science-Based Targets. Science-Based Targets is a collaboration between the Carbon Disclosure Project, the United Nations Global Compact, the World Resources Institute and the World Wide Fund for Nature, which independently assesses and approves the carbon reduction goals of companies.

Significant Tenants

As of December 31, 2022, our 15 largest tenants in terms of annualized base rental revenues represented approximately 46.5% of our total annualized base rental revenues, defined as annualized monthly contractual rents from existing tenants as of December 31, 2022. Annualized base rental revenue includes the impact of straight-lining rent escalations and the amortization of free rent periods and excludes the impact of the following: amortization of deferred revenue related tenant-funded tenant improvements, amortization of above/below market rents, amortization for lease incentives due under existing leases and expense reimbursement revenue.

For further information on our 15 largest tenants and the composition of our tenant base, see “Item 2. Properties —Significant Tenants.”

Competition

We compete with several developers, owners, operators and acquirers of office and life science, undeveloped land and other commercial real estate, including mixed-use and residential real estate, many of which own properties similar to ours in the same submarkets in which our properties are located. For further discussion of the potential impact of competitive conditions on our business, see “Item 1A. Risk Factors.”

Segment and Geographic Financial Information

During 2022 and 2021, we had one reportable segment, our office and life science properties segment. For information about our office property revenues and long-lived assets and other financial information, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Results of Operations.”

As of December 31, 2022, all of our properties, development projects and redevelopment projects were owned and all of our business was conducted in the state of California with the exception of ten stabilized office properties and one future development project located in the state of Washington and one development project in the tenant improvement phase and one future development project located in Austin, Texas. As of December 31, 2022, all of our properties, development projects and redevelopment projects were 100% owned, excluding four office properties owned by three consolidated property partnerships.

12

Human Capital Resources

As of December 31, 2022, we employed 259 people through the Operating Partnership and Kilroy Realty TRS, Inc. We believe that relations with our employees are good.

Our human capital development goals and initiatives are focused on enhancing employee growth, satisfaction and wellness while maintaining a diverse and thriving culture. Several of our human capital development initiatives include the following:

Diversity. We are committed to cultivating a diverse culture of inclusion that makes a positive difference in our employees’ lives and have developed targeted training to improve workplace diversity, equity and inclusion, including mandatory unconscious bias training for all employees. For excellence in creating a diverse, equitable and inclusive culture, for the fourth year in a row, the Company has been named to Bloomberg’s Gender Equality Index, which measures companies on female leadership and talent pipeline, equal pay and gender pay parity, inclusive culture, sexual harassment policies and pro-women brand. As of December 31, 2022, two of our seven directors (or approximately 29%) were female.

TOTAL WORKFORCE (1)

________________________

(1)As of December 31, 2022.

13

Training and Education. We support the continual development of our employees through various training and education programs throughout their tenure at the Company, from onboarding to skill building to leadership development. We also conduct annual performance and career development reviews for all employees, and employee satisfaction surveys where we provide a summary of the feedback received by employees and actions taken in response to such feedback to our workforce.

Employee Health. The physical and mental health and wellness of our employees is of central importance to our culture. We evaluate our group health and ancillary benefits annually to ensure our benefits package is robust and periodically conduct an annual wellness and satisfaction survey to help us better tailor our employee health and wellness programs. In 2022, we increased our focus on and support towards mental health and wellness by providing our employees more education on self-care as well as offering an increased variety of resources they could utilize. Also in the fourth quarter of 2022, we put a focus on financial wellness by offering a variety of educational events, web workshops and financial tips all aimed at helping our employees improve their overall financial well-being.

Strong Communities and Healthy Planet. We are deeply aware that our buildings are part of the larger community and that we thrive when the communities around us thrive. We are proud to make these communities better places to live and work through our volunteerism and philanthropy initiatives. In the fourth quarter of 2022, we launched our annual tradition of Week of Service, dedicated to giving back to the communities in which we operate. The company wide initiative gave our team added opportunities to connect with local organizations and meaningful causes in the spirit of community enrichment and employee volunteerism. Over 150 employees assisted 14 organizations and donated more than 350 volunteer hours during Week of Service.

Competitive Benefits and Compensation. Our compensation program is designed to, among other things, attract, retain and incentivize talented and experienced individuals in the highly competitive West Coast and Austin, Texas employment and commercial real estate markets. While many companies leverage a mix of competitive salaries and ancillary benefits to attract and retain their people, we have gone beyond those traditional structures and placed more emphasis on offering an expanded comprehensive benefits program including enhanced paid pregnancy and parental leave benefits, parental leave coaching, healthy snacks and well-being programming and activities provided by the company in alignment with our core values.

14

Environmental Regulations and Potential Liabilities

Government Regulations Relating to the Environment.    Many laws and governmental regulations relating to the environment are applicable to our properties, and changes in these laws and regulations, or their interpretation by agencies and the courts, occur frequently and may adversely affect us.

Existing conditions at some of our properties.    Independent environmental consultants have conducted Phase I or similar environmental site assessments on all of our properties. We generally obtain these assessments prior to the acquisition of a property and may later update them as required for subsequent financing of the property, if a property is slated for disposition, or as requested by a tenant. Consultants are required to perform Phase I assessments to American Society for Testing and Materials standards then-existing for Phase I site assessments and typically include a historical review, a public records review, a visual inspection of the surveyed site, and the issuance of a written report. These assessments do not generally include any soil or groundwater sampling or subsurface investigations; however, if a Phase I does recommend that soil or groundwater samples be taken or other subsurface investigations take place, we generally perform such recommended actions. Depending on the age of the property, the Phase I may have included an assessment of asbestos-containing materials or a separate hazardous materials survey may have been conducted. For properties where asbestos-containing materials were identified or suspected, an operations and maintenance plan was generally prepared and implemented.

Historical operations at or near some of our properties, including the presence of underground or above ground storage tanks, various sites uses that involved hazardous substances, the landfilling of hazardous substances and solid waste, and migration of contamination from other sites, may have caused soil or groundwater contamination. In some instances, (i) the prior owners of the affected properties conducted remediation of known contamination in the soils on our properties, (ii) we are required to conduct further environmental clean-up and environmental closure activities at certain properties, or (iii) residual contamination could pose environmental, health, and safety risks if not appropriately addressed. We may need to investigate or remediate contaminated soil, soil gas, landfill gas, and groundwater, and we may also need to conduct landfill closure and post-closure activities, including, for example, the implementation of groundwater and methane monitoring systems and impervious cover, and the costs of such work could exceed projected or budgeted amounts. To protect the health and safety of site occupants and others, we may be required to implement and operate safeguards, including, for example, vapor intrusion mitigation systems and building protection systems to address methane. We may need to modify our methods of construction or face increased construction costs as a result of environmental conditions, and we may face obligations under agreements with governmental authorities with respect to the management of such environmental conditions. If releases from our sites migrate offsite, or if our site redevelopment activities cause or contribute to a migration of hazardous substances, neighbors or others could make claims against us, such as for property damage, personal injury, or cost recovery.

As of December 31, 2022, we had accrued environmental remediation liabilities of approximately $80.5 million recorded on our consolidated balance sheets in connection with certain of our in-process and future development projects. The accrued environmental remediation liabilities represent the remaining costs we estimate we will incur prior to and during the development process at various development acquisition sites. These estimates, which we developed with the assistance of third party experts, consist primarily of the removal of contaminated soil, treatment of contaminated groundwater in connection with dewatering efforts, performing environmental closure activities, constructing remedial systems and other related costs that are necessary when we develop new buildings at these sites. It is possible that we could incur additional environmental remediation costs in connection with these development projects.  However, potential additional environmental costs cannot be reasonably estimated at this time and certain changes in estimates could occur as the site conditions, final project timing, design elements, actual soil conditions and other aspects of the projects, which may depend upon municipal and other approvals beyond the control of the Company, are determined. See Note 18 “Commitments and Contingencies” to our consolidated financial statements included in this report for additional information.

Other than the accrued environmental liabilities recorded in connection with certain of our development projects, we are not aware of any such condition, liability, or concern by any other means that would give rise to material environmental liabilities. However, our assessments may have failed to reveal all environmental conditions, liabilities, or compliance concerns; there may be material environmental conditions, liabilities, or compliance concerns that arose at a property after the review was completed; future laws, ordinances, or regulations

15

may impose material additional environmental liability; and environmental conditions at our properties may be affected in the future by tenants, third parties, or the condition of land or operations near our properties, such as the presence of underground storage tanks or migrating plumes. We cannot be certain that costs of future environmental compliance will not have an adverse effect on our financial condition, results of operations, cash flow, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to security holders.

Use of hazardous materials by some of our tenants.    Some of our tenants handle hazardous substances and wastes on our properties as part of their routine operations. Environmental laws and regulations may subject these tenants, and potentially us, to liability resulting from such activities. We generally require our tenants in their leases to comply with these environmental laws and regulations and to indemnify us for liabilities arising out of or related to their operations and any non-compliance with environmental laws. As of December 31, 2022, other than routine cleaning materials and chemicals used in routine office operations, approximately 5-7% of our tenants handled hazardous substances and/or wastes on approximately 1-2% of the aggregate square footage of our properties as part of their business operations. These tenants are primarily involved in the life sciences business. The hazardous substances and wastes are primarily comprised of diesel fuel for emergency generators and small quantities of lab and light manufacturing chemicals including, but not limited to, alcohol, ammonia, carbon dioxide, cryogenic gases, dichlorophenol, methane, naturalyte acid, nitrogen, nitrous oxide, and oxygen which are routinely used by life science companies. We are not aware of any material noncompliance, liability, or claim relating to hazardous or toxic substances or petroleum products in connection with any of our properties, and management does not believe that on-going activities by our tenants will have a material adverse effect on our operations.

Costs related to government regulation and private litigation over environmental matters.    Under applicable environmental laws and regulations, we may be liable for the costs of removal, remediation, or disposal of certain hazardous or toxic substances present or released on our properties. These laws could impose liability without regard to whether we are otherwise responsible for, or even knew of, the presence or release of the hazardous materials. Government investigations and remediation actions may have substantial costs, and the presence or release of hazardous substances on a property could result in governmental clean-up actions, personal injury actions, or similar claims by private plaintiffs.

Potential environmental liabilities may exceed our environmental insurance coverage limits, transactional indemnities or holdbacks.    We carry what we believe to be commercially reasonable environmental insurance. Our environmental insurance policies are subject to various terms, conditions and exclusions. Similarly, in connection with some transactions we obtain environmental indemnities and holdbacks that may not be honored by the indemnitors, may be less than the resulting liabilities or may otherwise fail to address the liabilities adequately. Therefore, we cannot provide any assurance that our insurance coverage or transactional indemnities will be sufficient or that our liability, if any, will not have a material adverse effect on our financial condition, results of operations, cash flows, quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to security holders.

16

SUMMARY RISK FACTORS

The following section sets forth a summary of material factors that may adversely affect our business and operations. For a more extensive discussion of these factors, see “1A. Risk Factors” contained in this report.

•Global market, economic and geopolitical conditions may adversely affect our business, results of operations, liquidity and financial condition and those of our tenants.

•Many of our costs, such as operating and general and administrative expenses, interest expense and real estate acquisition and construction costs, could be adversely impacted by periods of heightened inflation.

•All of our properties are located in California, greater Seattle, Washington and Austin, Texas and we may therefore be susceptible to adverse economic conditions and regulations, as well as natural disasters, in those areas.

•Our performance and the market value of our securities are subject to risks associated with our investments in real estate assets and with trends in the real estate industry.

•We depend upon significant tenants, and the loss of a significant tenant could adversely affect our financial condition, results of operations, ability to borrow funds and cash flows.

•Downturns in tenants’ businesses may reduce our revenues and cash flows.

•A large percentage of our tenants operate in a concentrated group of industries and downturns in these industries could adversely affect our financial condition, results of operations and cash flows.

•We may be unable to renew leases or re-lease available space.

•We are subject to governmental regulations that may affect the development, redevelopment and use of our properties.

•We may not be able to meet our debt service obligations.

•The covenants in the agreements governing the Operating Partnership’s unsecured revolving credit facility, unsecured term loan facility and note purchase agreements may limit our ability to make distributions to the holders of our common stock.

•A downgrade in our credit ratings could materially adversely affect our business and financial condition.

•An increase in interest rates would increase our interest costs on variable rate debt and new debt and could adversely affect our ability to refinance existing debt, conduct development, redevelopment and acquisition activity and recycle capital.

•We face significant competition, which may decrease the occupancy and rental rates of our properties.

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

•Potential casualty losses, such as earthquake losses, may adversely affect our financial condition, results of operations and cash flows.

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

•There are significant risks associated with property acquisition, development and redevelopment.

17

•Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on co-venturers’ financial condition, and disputes between us and our co-venturers and could expose us to potential liabilities and losses.

•We own certain properties subject to ground leases and other restrictive agreements that limit our uses of the properties, restrict our ability to sell or otherwise transfer the properties and expose us to the loss of the properties if such agreements are breached by us, terminated or not renewed.

•We may invest in securities related to real estate, which could adversely affect our ability to pay dividends and distributions to our security holders.

•We face risks associated with security breaches through cyber attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems.

•The actual density of our undeveloped land holdings and/or any particular land parcel may not be consistent with our potential density estimates.

•Loss of our key personnel could harm our operations and financial performance and adversely affect the quoted trading price of our securities.

•Our growth depends on external sources of capital that are outside of our control and the inability to obtain capital on terms that are acceptable to us, or at all, could adversely affect our financial condition and results of operations.

•The Chairman of our board of directors and Chief Executive Officer has substantial influence over our affairs.

•Loss of the Company’s REIT status would have significant adverse consequences to us and the value of the Company’s common stock.

ITEM 1A.    RISK FACTORS

The following section sets forth material factors that may adversely affect our business and operations. The following factors, as well as the factors discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Factors That May Influence Future Results of Operations” and other information contained in this report, should be considered in evaluating us and our business.

Risks Related to our Business and Operations

Global market, economic and geopolitical conditions may adversely affect our business, results of operations, liquidity and financial condition and those of our tenants. Our business may be adversely affected by global market, economic and geopolitical conditions, including general global economic and political uncertainty and dislocations in the credit markets. If these conditions become more volatile or worsen, our and our tenant’s business, results of operations, liquidity and financial condition and those of our tenants may be adversely affected as a result of the following consequences, among others:

•the financial condition of our tenants, many of which are technology; life science and healthcare; finance, insurance and real estate; media and professional business and other service firms, may be adversely affected, which may result in tenant defaults under leases due to bankruptcy, lack of liquidity, operational failures or for other reasons;

•significant job losses in the financial and professional services industries may occur, which may decrease demand for our office space, causing market rental rates and property values to be negatively impacted;

•our ability to obtain financing on terms and conditions that we find acceptable, or at all, may be limited, which could reduce our ability to pursue acquisition and development opportunities and refinance existing

18

debt, reduce our returns from our acquisition and development activities and increase our future interest expense;

•reduced values of our properties may limit our ability to dispose of assets at attractive prices or to obtain debt financing secured by our properties and may reduce the availability of unsecured loans; and

•one or more lenders under the Operating Partnership’s unsecured revolving credit facility could refuse to fund their financing commitment to us or could fail and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all.

Many of our costs, such as operating and general and administrative expenses, interest expense and real estate acquisition and construction costs, could be adversely impacted by periods of heightened inflation. In recent months, the consumer price index has increased substantially. Federal policies and recent global events, such as the rising price of oil and the conflict between Russia and Ukraine, may have exacerbated, and may continue to exacerbate, increases in the consumer price index.

A sustained or further increase in inflation could have an adverse impact on our operating expenses incurred in connection with, among others, the property-related contracted services such as repairs and maintenance, janitorial, utilities, security and insurance. Our operating expenses, with the exception of ground lease rental expenses, may be recoverable through our lease arrangements. In general, the office and life science properties are leased to tenants on a triple net, modified net, full service gross or modified gross basis. Under a triple net lease, the tenants pay their proportionate share of real estate taxes, operating costs and utility costs. A modified net lease is similar to a triple net lease, except the tenants are obligated to pay their proportionate share of certain operating expenses directly to the service provider. Under a full service gross lease, we are obligated to pay the tenant’s proportionate share of real estate taxes, insurance and operating expenses up to the amount incurred during the “base year,” which is typically the tenant’s first year of occupancy. The tenant pays its proportionate share of increases in expenses above the base year. A modified gross lease is similar to a full service gross lease, except tenants are obligated to pay their proportionate share of certain operating expenses, usually electricity, directly to the service provider. At December 31, 2022, 43% of our properties were leased to tenants on a triple net basis, 25% of our properties were leased to tenants on a full service gross basis, 24% were leased to tenants on a modified gross basis, and 8% were leased to tenants on a modified net basis, in each case as a percentage of our annualized base rental revenue.

During inflationary periods, we expect to recover some increases in operating expenses from our tenants through our existing lease structures. As a result, we do not believe that inflation would result in a material adverse effect on our net operating income and operating cash flows at the property level. However, there can be no assurance that our tenants would be able to absorb these expense increases and be able to continue to pay us their portion of operating expenses, capital expenditures and rent. Also, due to rising costs, our tenants may be unable to continue operating their businesses altogether. Alternatively, our tenants may decide to relocate to areas with lower rent and operating expenses where we may not currently own properties, and our tenants may cease to lease properties from us. Such adverse impacts on our tenants may cause increased vacancies, which may add pressure to lower rents and increase our expenditures for re-leasing. If we are unable to retain our tenants or withstand increases in operating expenses, capital expenditures and leasing costs, we may be unable to meet our financial expectations, which may adversely affect our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and to pay dividends and distributions to security holders.

Our general and administrative expenses consist primarily of compensation costs, technology services and professional service fees. Rising inflation rates may require us to provide compensation increases beyond historical annual increases, which may increase our compensation costs. Similarly, technology services and professional service fees are also subject to the impact of inflation and expected to increase proportionately with increasing market prices for such services. Consequently, inflation may increase our general and administrative expenses over time and may adversely impact our results of operations and cash flows.

19

In March 2022, the Federal Reserve began, and it has continued and is expected to continue, to raise interest rates in an effort to curb inflation. Our exposure to increases in interest rates in the short term is limited to our variable-rate borrowings, which consist of borrowings under our unsecured term loan facility and unsecured revolving credit facility. As of December 31, 2022, we had no borrowings under our unsecured revolving credit facility and $200.0 million outstanding under our unsecured term loan facility. However, the effect of inflation on interest rates could increase our financing costs over time, either through near-term borrowings on our floating-rate lines of credit or refinancing of our existing borrowings that may incur higher interest expenses related to the issuance of new debt. For more information, see “Item 1A. Risk Factors—Risks Related to our Indebtedness—An increase in interest rates would increase our interest costs on variable rate debt and new debt and could adversely affect our ability to refinance existing debt, conduct development, redevelopment and acquisition activity and recycle capital.”

In addition, historically, during periods of increasing interest rates, real estate valuations have generally decreased as a result of rising capitalization rates, which tend to be positively correlated with interest rates. Consequently, prolonged periods of higher interest rates may negatively impact the valuation of our portfolio and result in the decline of the quoted trading price of our securities and market capitalization, as well as lower sales proceeds from future dispositions.

As of December 31, 2022, approximately 91.8% of our leases (as a percentage of our annualized base rental revenue) contained effective annual rent escalations of at least 3%. We have long-term lease agreements with our tenants, of which an average of approximately 10.0% (based on leased rentable square footage) expire each year over the next ten years. We believe that these annual lease expirations allow us to reset these leases to market rents upon renewal or re-leasing and that annual rent escalations within our long-term leases are generally sufficient to offset the effect of inflation on non-recoverable costs, such as general and administrative expenses and interest expense. However, the impact of the current elevated rate of inflation may not be adequately offset by some of our annual rent escalations, and it is possible that the resetting of rents from our renewal and re-leasing activities would not fully offset the impact of the current inflation rate. As a result, during inflationary periods in which the inflation rate exceeds the annual rent escalation percentages within our lease contracts, we may not adequately mitigate the impact of inflation, which may adversely affect our business, financial condition, results of operations, and cash flows.

Additionally, inflation may have a negative effect on the construction costs necessary to complete our development and redevelopment projects, including, but not limited to, costs of construction materials, labor and services from third-party contractors and suppliers. We rely on a number of third-party suppliers and contractors to supply raw materials, skilled labor and services for our construction projects. Certain increases in the costs of construction materials can often be managed in our development and redevelopment projects through either general budget contingencies built into our overall construction costs estimates for each of our projects or guaranteed maximum price construction contracts, which stipulate a maximum price for certain construction costs and shift inflation risk to our construction general contractors. However, no assurance can be given that our budget contingencies would accurately account for potential construction cost increases given the current severity of inflation and variety of contributing factors or that our general contractors would be able to absorb such increases in costs and complete our construction projects timely, within budget, or at all.

We have not encountered significant difficulty collaborating with our third-party suppliers and contractors and obtaining materials and skilled labor, and we have not experienced significant delays or increases in overall project costs due to the factors discussed above. While we do not rely on any single supplier or vendor for the majority of our materials and skilled labor, we may experience difficulties obtaining necessary materials from suppliers or vendors whose supply chains might become impacted by economic or political changes, shortages of shipping containers and/or means of transportation, or difficulties obtaining adequate skilled labor from third-party contractors in a tightening labor market. It is uncertain whether we would be able to source the essential commodities, supplies, materials and skilled labor timely or at all without incurring significant costs or delays, particularly during times of economic uncertainty resulting from events outside of our control, including, but not limited to, effects of the COVID-19 pandemic, federal policies and the ongoing Russia-Ukraine conflict.

20

Higher construction costs could adversely impact our investments in real estate assets and expected yields on our development and redevelopment projects, which may make otherwise lucrative investment opportunities less profitable to us. Our reliance on a number of third-party suppliers and contractors may also make such investment opportunities unattainable if we are unable to sufficiently fund our projects due to significant cost increases, or are unable to obtain the resources and materials to do so reasonably due to disrupted supply chains. As a result, our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and to pay dividends and distributions to security holders could be adversely affected over time.

All of our properties are located in California, greater Seattle, Washington and Austin, Texas and we may therefore be susceptible to adverse economic conditions and regulations, as well as natural disasters, in those areas. Because all of our properties are concentrated in California, greater Seattle, Washington and Austin, Texas, we may be exposed to greater economic risks than if we owned a more geographically dispersed portfolio. Further, within California, our properties are concentrated in Greater Los Angeles, San Diego County and the San Francisco Bay Area, exposing us to risks associated with those specific areas. We are susceptible to adverse developments in the economic and regulatory environments of California, greater Seattle and Austin, Texas (such as periods of economic slowdown or recession, business layoffs or downsizing, industry slowdowns, relocations of businesses, increases in real estate and other taxes, costs of complying with governmental regulations or increased regulation and other factors), as well as adverse weather conditions and natural disasters that occur in those areas (such as earthquakes, wind, landslides, droughts, fires, floods and other events). For example, many of our assets are in zones that have been impacted by drought and, as such, face the risk of increased water costs and potential fines and/or penalties for high consumption. In addition, California is also regarded as more litigious and more highly regulated and taxed than many other states, which may reduce demand for office space in California.

Any adverse developments in the economy or real estate market in California and the surrounding region, or in greater Seattle or Austin, Texas or any decrease in demand for office space resulting from the California or greater Seattle or Austin, Texas regulatory or business environment could impact our ability to generate revenues sufficient to meet our operating expenses or other obligations, which would adversely impact our financial condition, results of operations, cash flows, the quoted trading price of our securities and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.

Our performance and the market value of our securities are subject to risks associated with our investments in real estate assets and with trends in the real estate industry. Our economic performance and the value of our real estate assets and, consequently the market value of the Company’s securities, are subject to the risk that our properties may not generate revenues sufficient to meet our operating expenses or other obligations. A deficiency of this nature would adversely impact our financial condition, results of operations, cash flows, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.

Events and conditions applicable to owners and operators of real estate that are beyond our control and could impact our economic performance and the value of our real estate assets may include:

•local oversupply or reduction in demand for office, mixed-use or other commercial space, which may result in decreasing rental rates and greater concessions to tenants;

•inability to collect rent from tenants;

•vacancies or inability to rent space on favorable terms or at all;

•inability to finance property development and acquisitions on favorable terms or at all;

•increased operating costs, including insurance premiums, utilities and real estate taxes;

•costs of complying with changes in governmental regulations;

•the relative illiquidity of real estate investments;

21

•declines in real estate asset valuations, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing;

•changing submarket demographics;

•changes in space utilization by our tenants due to technology, economic conditions and business culture;

•the development of harmful mold or other airborne toxins or contaminants that could damage our properties or expose us to third-party liabilities; and

•property damage resulting from seismic activity or other natural disasters.

We depend upon significant tenants, and the loss of a significant tenant could adversely affect our financial condition, results of operations, ability to borrow funds and cash flows. As of December 31, 2022, our 15 largest tenants represented approximately 46.5% of total annualized base rental revenues on a prospective basis. See further discussion on the composition of our tenants by industry and our largest tenants under “Item 2. Properties —Significant Tenants.”

Our financial condition, results of operations, ability to borrow funds and cash flows would be adversely affected if any of our significant tenants fails to renew its lease(s), renew its lease(s) on terms less favorable to us, or becomes bankrupt or insolvent or otherwise unable to satisfy its lease obligations.

Downturns in tenants’ businesses may reduce our revenues and cash flows. For the year ended December 31, 2022, we derived approximately 99.0% of our revenues from rental income. A tenant may experience a downturn in its business, which may weaken its financial condition and result in its failure to make timely rental payments or result in defaults under our leases. In the event of default by a tenant, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment.

The bankruptcy or insolvency of a major tenant also may adversely affect the income produced by our properties. If any tenant becomes a debtor in a case under federal bankruptcy law, we cannot evict the tenant solely because of the bankruptcy. In addition, the bankruptcy court might permit the tenant to reject and terminate its lease with us. Our claim against the tenant for unpaid and future rent could be subject to a statutory cap that might be substantially less than the remaining rent actually owed under the lease. Therefore, our claim for unpaid rent would likely not be paid in full. Any losses resulting from the bankruptcy of any of our existing tenants could adversely impact our financial condition, results of operations, cash flows, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.

A large percentage of our tenants operate in a concentrated group of industries and downturns in these industries could adversely affect our financial condition, results of operations and cash flows. As of December 31, 2022, as a percentage of our annualized base rental revenue for the stabilized portfolio, 58% of our tenants operated in the technology industry, 18% in the life science and health care industries, 8% in the media industry, 6% in the finance, insurance and real estate industries, 4% in the professional, business and other services industries and 6% in other industries. As we continue our development and potential acquisition activities in markets populated by knowledge and creative based tenants in the technology and media industries, our tenant mix could become more concentrated, further exposing us to risks associated with those industries. For a further discussion of the composition of our tenants by industry, see “Item 2. Properties —Significant Tenants.” An economic downturn in any of these industries, or in any industry in which a significant number of our tenants currently or may in the future operate, could negatively impact the financial condition of such tenants and cause them to fail to make timely rental payments or default on lease obligations, fail to renew their leases or renew their leases on terms less favorable to us, become bankrupt or insolvent, or otherwise become unable to satisfy their obligations to us. As a result, a downturn in an industry in which a significant number of our tenants operate could adversely affect our financial conditions, result of operations and cash flows.

22

We may be unable to renew leases or re-lease available space. Most of our income is derived from the rent earned from our tenants. We had office space representing approximately 8.4% of the total square footage of our stabilized office properties that was not occupied as of December 31, 2022. In addition, leases representing approximately 10.3% and 7.9% of the leased rentable square footage of our properties are scheduled to expire in 2023 and 2024, respectively. Above market rental rates on some of our properties may force us to renew or re-lease expiring leases at rates below current lease rates. We cannot provide any assurance that leases will be renewed, available space will be re-leased or that our rental rates will be equal to or above the current rental rates. If the average rental rates for our properties decrease, existing tenants do not renew their leases, or available space is not re-leased, our financial condition, results of operations, cash flows, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders could be adversely affected. For additional information on our scheduled lease expirations, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Factors That May Influence Future Results of Operations.”

We are subject to governmental regulations that may affect the development, redevelopment and use of our properties. Our properties are subject to regulation under federal laws, such as the Americans with Disabilities Act of 1990 (the “ADA”), pursuant to which all public accommodations must meet federal requirements related to access and use by disabled persons, and state and local laws addressing earthquake, fire and life safety requirements. Although we believe that our properties substantially comply with requirements under applicable governmental regulations, none of our properties have been audited or investigated for compliance by any regulatory agency. If we were not in compliance with material provisions of the ADA or other regulations affecting our properties, we might be required to take remedial action, which could include making modifications or renovations to our properties. Federal, state, or local governments may also enact future laws and regulations that could require us to make significant modifications or renovations to our properties. If we were to incur substantial costs to comply with the ADA or any other regulations, our financial condition, results of operations, cash flows, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders could be adversely affected.

Our properties are subject to land use rules and regulations that govern our development, redevelopment and use of our properties, such as Title 24 of the California Code of Regulations (“Title 24”), which prescribes building energy efficiency standards for residential and nonresidential buildings in the State of California. If we were not in compliance with material provisions of Title 24 or other regulations affecting our properties, we might be required to take remedial action, which could include making modifications or renovations to our properties. Changes in the existing land use rules and regulations and approval process that restrict or delay our ability to develop, redevelop or use our properties (such as potential restrictions on the use and/or density of new developments, water use and other uses and activities) or that prescribe additional standards could have a material adverse effect on our financial position, results of operations, cash flows, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.

Epidemics, pandemics or other outbreaks, and restrictions intended to prevent their spread, could adversely impact our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and to pay dividends and distributions to security holders. Epidemics, pandemics or other outbreaks of an illness, disease or virus that affect the markets in which we conduct our business and where our tenants are located, and actions taken to contain or prevent their further spread, could have significant adverse impacts on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and to pay dividends and distributions to security holders in a variety of ways that are difficult to predict. Epidemics, pandemics or other outbreaks of an illness, disease or virus, including the ongoing COVID-19 pandemic, could result in significant governmental measures being implemented to control the spread of such illness, disease or virus, including quarantines, restrictions on travel, “shelter in place” rules, stay-at-home orders, density limitations, social distancing measures, restrictions on types of business that may continue to operate and/or restrictions on types of construction projects that may continue, which could adversely affect our ability and their respective abilities to adequately manage our respective businesses. Although most state governments and other authorities have lifted or reduced restrictions relating to the COVID-19 pandemic, they and others may reinstitute these measures in the future, or impose new, more restrictive measures, if the risks, or the perception of the risks, related to the COVID-19 pandemic worsen at any time, including as a result of the spread of new variants of the virus or other illness. If any such restrictions remain in place for an extended period of time, we may experience

23

reductions in rents from our tenants. Although we will continue to be actively engaged in rent collection efforts related to uncollected rent, as well as working with certain tenants who request rent deferrals (particularly those occupying retail space), we can provide no assurance that such efforts or our efforts in future periods will be successful. Moreover, to the extent any of these risks and uncertainties adversely impact us in the ways described above or otherwise, they may also have the effect of heightening many of the other risks set forth in this “Risk Factors” section.

We face significant competition, which may decrease the occupancy and rental rates of our properties. We compete with several developers, owners and operators of office, undeveloped land and other commercial real estate, including mixed-use and residential real estate, many of which own properties similar to ours in the same submarkets in which our properties are located but which have lower occupancy rates than our properties. Therefore, our competitors have an incentive to decrease rental rates until their available space is leased. If our competitors offer space at rental rates below the rates currently charged by us for comparable space, we may be pressured to reduce our rental rates below those currently charged in order to retain tenants when our tenant leases expire. As a result, our financial condition, results of operations, cash flow, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders may be adversely affected.

In order to maintain the quality of our properties and successfully compete against other properties, we must periodically spend money to maintain, repair and renovate our properties, which reduces our cash flows. If our properties are not as attractive to current and prospective tenants in terms of rent, services, condition or location as properties owned by our competitors, we could lose tenants or suffer lower rental rates. As a result, we may from time to time be required to make significant capital expenditures to maintain the competitiveness of our properties. There can be no assurances that any such expenditure would result in higher occupancy or higher rental rates, or deter existing tenants from relocating to properties owned by our competitors.

Potential casualty losses, such as earthquake losses, may adversely affect our financial condition, results of operations and cash flows. We carry comprehensive liability, fire, extended coverage, rental loss, and terrorism insurance covering all of our properties. Management believes the policy specifications and insured limits are appropriate given the relative risk of loss, the cost of the coverage and industry practice. We do not carry insurance for generally uninsurable losses such as loss from riots or acts of God. In addition, all of our West Coast properties are located in earthquake-prone areas. We carry earthquake insurance on our properties in an amount and with deductibles that management believes are commercially reasonable. However, the amount of our earthquake insurance coverage may not be sufficient to cover losses from earthquakes. We may also discontinue earthquake insurance on some or all of our properties in the future if the cost of premiums for earthquake insurance exceeds the value of the coverage discounted for the risk of loss. If we experience a loss that is uninsured or which exceeds policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. Further, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if the properties were irreparable.

We may not be able to rebuild our existing properties to their existing specifications if we experience a substantial or comprehensive loss of such properties. In the event that we experience a substantial or comprehensive loss of one of our properties, we may not be able to rebuild such property to its existing specifications. Further, reconstruction or improvement of such property could potentially require significant upgrades to meet zoning and building code requirements or be subject to environmental and other legal restrictions.

Our business is subject to risks associated with climate change and our sustainability strategies. Climate change could trigger extreme weather and changes in precipitation, temperature, and air quality, all of which may result in physical damage to, or a decrease in demand for, our properties located in the areas affected by these conditions. Should the impact of climate change be severe or occur for lengthy periods of time, our financial condition or results of operations would be adversely affected.

24

Recognizing the importance of climate change and reducing our greenhouse gas impact on the environment, as part of our sustainability strategies, we achieved carbon neutral operations in 2020 and 2021 per the commitment we made in 2018 and we expect to achieve this goal again for the third time in 2022. This means that the entirety of our scope 1 and scope 2 emissions are now offset through a combination of energy efficiency measures and both onsite and offsite renewables. Scope 1 emissions represent those produced by onsite natural gas consumption procured by us, and Scope 2 emissions represent those produced by onsite electricity consumption procured by us. Our own efforts to reduce our greenhouse gas impact on the environment and/or comply with changes in federal and state laws and regulations on climate change could result in significant capital expenditures to improve the energy efficiency of our existing properties or properties we may acquire. Changes to such law and regulations could also result in increased operating costs at our properties (for example, through increased utility costs). Moreover, if we are unable to maintain carbon neutral operations or comply with laws and regulations on climate change, our reputation among our tenants and investors may be damaged and we may incur fines and/or penalties.

Our properties are located in West Coast markets of the United States and in Austin, Texas. To the extent that climate change impacts changes in weather patterns, our markets could experience increases in extreme weather and rising sea levels. For example, many of our assets are in zones that have been impacted by drought and, as such, face the risk of increased water costs and potential fines and/or penalties for high consumption.  We endeavor to understand these risks through the use of climate change modeling analysis. We mitigate risks uncovered through this analysis through, for example, comprehensive, proactive water reduction efforts throughout our portfolio, including domestic fixture upgrades, cooling tower optimizations, a comprehensive leak detection program and irrigation systems retrofits. We also incorporate green lease language into 100% of our new leases, and the majority of our leases also include a cost recovery clause for resource-efficiency related capital expenditures, which aim to align our and our tenant’s interests on energy, water and waste efficiency.  In addition, we are building our current development projects to LEED specifications, and all of our office development projects are now designed to achieve LEED certification, either LEED Platinum or Gold.  However, there can be no assurances that we will successfully mitigate the risk of increased water costs and potential fines and/or penalties for high consumption or that we will be able to fully recoup any capital expenditures we incur in connection with our green leases.  Moreover, there can be no assurance that our development projects will be able to achieve the anticipated LEED certifications or that any of our sustainability strategies will result in reduced operating costs, higher occupancy or higher rental rates or deter our existing tenants from relocating to properties owned by our competitors. Over time, these conditions could result in declining demand for space at our properties or in our inability to operate the buildings as currently intended or at all. Climate change may also have indirect effects on our business by increasing the cost of, or decreasing the availability of, property insurance on terms we find acceptable or at all, or by increasing the cost of energy or water. There can be no assurance that climate change will not have a material adverse effect on our properties, operations or business.

We are subject to environmental and health and safety laws and regulations, and any costs to comply with, or liabilities arising under, such laws and regulations could be material. As an owner, operator, manager, acquirer and developer of real properties, we are subject to environmental and health and safety laws and regulations. Certain of these laws and regulations impose joint and several liability, without regard to fault, for investigation and clean-up costs on current and former owners and operators of real property and persons who have disposed of or released hazardous substances into the environment. At some of our properties, there are asbestos-containing materials, or tenants routinely handle hazardous substances as part of their operations. In addition, historical operations and conditions, including the presence of underground storage tanks, various site uses that involved hazardous substances, the landfilling of hazardous substances and solid waste, and migration of contamination from other sites, have caused soil or groundwater contamination at or near some of our properties. Although we believe that the prior owners of the affected properties or other persons may have conducted remediation of known contamination at many of these properties, not all such contamination has been remediated, further clean-up or environmental closure activities at certain of these properties is or may be required, and residual contamination could pose environmental, health, and safety risks if not appropriately addressed. We may need to investigate or remediate contaminated soil, soil gas, landfill gas, and groundwater, and we may also need to conduct landfill closure and post-closure activities, including, for example, the implementation of groundwater and methane monitoring systems and impervious cover, and the costs of such work could exceed projected or budgeted amounts. To protect the health and safety of site occupants and others, we may be required to implement and operate safeguards, including, for example, vapor intrusion mitigation systems and building protection systems to address methane. We may need to modify our methods of construction or face increased construction costs as a result of environmental conditions, and we may

25

face obligations under agreements with governmental authorities with respect to the management of such environmental conditions. If releases from our sites migrate offsite, or if our site redevelopment activities cause or contribute to a migration of hazardous substances, neighbors or others could make claims against us, such as for property damage, personal injury, cost recovery, or natural resources damage. As of December 31, 2022, we had accrued environmental remediation liabilities of approximately $80.5 million recorded on our consolidated balance sheets in connection with certain of our in-process and future development projects. The accrued environmental remediation liabilities represent the costs we estimate we will incur when we commence development at various development acquisition sites. These estimates, which we developed with the assistance of third party experts, consist primarily of the removal of contaminated soil, performing environmental closure activities, construction remedial systems, and other related costs since we are required to dispose of any existing contaminated soil, and sometimes perform other environmental closure or remedial activities, when we develop new office properties at these sites. It is possible that we could incur additional environmental remediation costs in connection with future development projects. However, potential additional environmental costs cannot be reasonably estimated at this time and certain changes in estimates could occur as the site conditions, final project timing, design elements, actual soil conditions and other aspects of the projects, which may depend upon municipal and other approvals beyond the control of the Company, are determined. Unknown or unremediated contamination or compliance with existing or new environmental or health and safety laws and regulations could require us to incur costs or liabilities that could be material. See “Item 1. Business —Environmental Regulations and Potential Liabilities” and Note 18 “Commitments and Contingencies” to our consolidated financial statements included in this report.

We may be unable to complete acquisitions and successfully operate acquired properties. We continually evaluate the market of available properties and may continue to acquire office or mixed-use properties and undeveloped land when strategic opportunities exist. Our ability to acquire properties on favorable terms and successfully operate them is subject to various risks, including the following:

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

•even if we are able to acquire a desired property, competition from other real estate investors may significantly increase the purchase price;

•even if we enter into agreements for the acquisition of a desired property, we may be unable to complete such acquisitions because they remain subject to customary conditions to closing, including the completion of due diligence investigations to management’s satisfaction;

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

•we may spend more than budgeted amounts in operating costs or to make necessary improvements or renovations to acquired properties;

•we may lease acquired properties at economic lease terms different than projected;

•we may acquire properties that are subject to liabilities for which we may have limited or no recourse; and

•we may be unable to complete an acquisition after making a nonrefundable deposit and incurring certain other acquisition-related costs.

If we cannot finance property acquisitions on favorable terms or operate acquired properties to meet financial expectations, our financial condition, results of operations, cash flows, the quoted trading price of our securities and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders could be adversely affected.

26

There are significant risks associated with property acquisition, development and redevelopment. We may be unable to successfully complete and operate acquired, developed and redeveloped properties, and it is possible that:

•we may be unable to lease acquired, developed or redeveloped properties on lease terms projected at the time of acquisition, development or redevelopment or within budgeted timeframes;

•the operating expenses at acquired, developed or redeveloped properties may be greater than projected at the time of acquisition, development or redevelopment, resulting in our investment being less profitable than we expected;

•we may not commence or complete development or redevelopment properties on schedule or within budgeted amounts or at all;

•we may not be able to develop or redevelop the estimated square footage and other features of our development and redevelopment properties;

•we may suspend development or redevelopment projects after construction has begun due to changes in economic conditions or other factors, and this may result in the write-off of costs, payment of additional costs or increases in overall costs when the development or redevelopment project is restarted;

•we may expend funds on and devote management’s time to acquisition, development or redevelopment properties that we may not complete and as a result we may lose deposits or fail to recover expenses already incurred;

•we may encounter delays or refusals in obtaining all necessary zoning, land use, and other required entitlements, and building, occupancy, and other required governmental permits and authorizations;

•we may encounter delays or unforeseen cost increases associated with building materials or construction services resulting from trade tensions, disruptions, tariffs, duties or restrictions or an outbreak of an epidemic or pandemic;

•we may encounter delays, refusals, unforeseen cost increases and other impairments resulting from third-party litigation; and

•we may fail to obtain the financial results expected from properties we acquire, develop or redevelop.

If one or more of these events were to occur in connection with our acquired properties, undeveloped land, or development or redevelopment properties under construction, we could be required to recognize an impairment loss. These events could also have an adverse impact on our financial condition, results of operations, cash flow, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.

While we historically have acquired, developed and redeveloped office properties in California and greater Seattle markets, over the past two years we have acquired properties in Austin, Texas, where we currently have one development project in the tenant improvement phase and one future development project. We may in the future acquire, develop or redevelop properties for other uses and expand our business to other geographic regions where we expect the development or acquisition of property to result in favorable risk-adjusted returns on our investment.

We face risks associated with the development and operation of mixed-use commercial properties. We currently operate, and in the future may develop, properties either alone or through joint ventures that are known as “mixed-use” developments. This means that in addition to the development of office space, the project may also include space for residential, retail or other commercial purposes. Generally, we have less experience developing and managing non-office/life science real estate. As a result, if a development project includes non-office/life science space, we may develop that space ourselves or seek to partner with a third-party developer with more experience. If we do not partner with such a developer, or if we choose to develop the space ourselves, we would be exposed to specific risks associated with the development and ownership of non-office/life science real estate. In addition, if

27

we elect to participate in the development through a joint venture, we may be exposed to the risks associated with the failure of the other party to complete the development as expected, which could require that we identify another joint venture partner and/or complete the project ourselves (including providing any necessary financing). In the case of residential properties, these risks include competition for prospective tenants from other operators whose properties may be perceived to offer a better location or better amenities or whose rent may be perceived as a better value given the quality, location and amenities that the tenant seeks. With residential properties, we will also compete against apartments, condominiums and single-family homes that are for sale or rent. Because we have less experience with residential properties, we retain third parties to manage these properties. As such, we are dependent on these third parties and their key personnel to provide services to us, and we may not find a suitable replacement if the management agreement is terminated, or if key personnel leave or otherwise become unavailable to us.

Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on co-venturers' financial condition, and disputes between us and our co-venturers and could expose us to potential liabilities and losses. In addition to the 100 First LLC and 303 Second LLC strategic ventures and the Redwood City Partners, LLC venture, we may continue to co-invest in the future with third parties through partnerships, joint ventures or other entities, or through acquiring non-controlling interests in, or sharing responsibility for, managing the affairs of a property, partnership, joint venture or other entity, which may subject us to risks that may not be present with other methods of ownership, including the following:

•we would not be able to exercise sole decision-making authority regarding the property, partnership, joint venture or other entity, which would allow for impasses on decisions that could restrict our ability to sell or transfer our interests in such entity or such entity’s ability to transfer or sell its assets;

•partners or co-venturers might become bankrupt or fail to fund their share of required capital contributions, which could delay construction or development of a property or increase our financial commitment to the partnership or joint venture;

•partners or co-venturers may pursue economic or other business interests, policies or objectives that are competitive or inconsistent with ours;

•if we become a limited partner or non-managing member in any partnership or limited liability company, and such entity takes or expects to take actions that could jeopardize our status as a REIT or require us to pay tax, we may be forced to dispose of our interest in such entity;

•disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business; and

•we may, in certain circumstances, be liable for the actions of our third-party partners or co-venturers.

We own certain properties subject to ground leases and other restrictive agreements that limit our uses of the properties, restrict our ability to sell or otherwise transfer the properties and expose us to the loss of the properties if such agreements are breached by us, terminated or not renewed. As of December 31, 2022, we owned fourteen office buildings located on various land parcels and in various regions, which we lease individually on a long-term basis and we may in the future invest in additional properties that are subject to ground leases or other similar restrictive arrangements. As of December 31, 2022, we had approximately 1.6 million aggregate rentable square feet, or 9.7% of our total stabilized portfolio, and one development project in the tenant improvement phase totaling approximately 734,000 square feet, located on these leased parcels. Many of these ground leases and other restrictive agreements impose significant limitations on our uses of the subject property, restrict our ability to sell or otherwise transfer our interests in the property or restrict our leasing of the property. These restrictions may limit our ability to timely sell or exchange the properties, impair the properties’ value or negatively impact our ability to find suitable tenants for the properties. In addition, if we default under the terms of any particular lease, we may lose the ownership rights to the property subject to the lease. Upon expiration of a lease, we may not be able to renegotiate a new lease on favorable terms, if at all. The loss of the ownership rights to these properties or an increase of rental expense could have a material adverse effect on our financial condition, results of operations, cash

28

flow, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.

Real estate assets are illiquid, and we may not be able to sell our properties when we desire. Our investments in our properties are relatively illiquid, limiting our ability to sell our properties quickly in response to changes in economic or other conditions. In addition, the Code generally imposes a 100% prohibited transaction tax on the Company on profits derived from sales of properties held primarily for sale to customers in the ordinary course of business, which effectively limits our ability to sell properties other than on a selected basis. These restrictions on our ability to sell our properties could have a material adverse effect on our financial condition, results of operations, cash flow, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.

We may invest in securities related to real estate, which could adversely affect our ability to pay dividends and distributions to our security holders. We may purchase securities issued by entities that own real estate and may, in the future, also invest in mortgages. In general, investments in mortgages are subject to several risks, including:

•borrowers may fail to make debt service payments or pay the principal when due;

•the value of the mortgaged property may be less than the principal amount of the mortgage note securing the property; and

•interest rates payable on the mortgages may be lower than our cost for the funds used to acquire these mortgages.

Owning these securities may not entitle us to control the ownership, operation and management of the underlying real estate. In addition, we may have no control over the distributions with respect to these securities, which could adversely affect our ability to pay dividends and distributions to our security holders.

We face risks associated with short-term liquid investments. From time to time, we have significant cash balances that we invest in a variety of short-term investments that are intended to preserve principal value and maintain a high degree of liquidity while providing current income. These investments may include (either directly or indirectly):

•direct obligations issued by the U.S. Treasury;

•obligations issued or guaranteed by the U.S. government or its agencies;

•taxable municipal securities;

•obligations (including certificates of deposits) of banks and thrifts;

•commercial paper and other instruments consisting of short-term U.S. dollar denominated obligations issued by corporations and banks;

•repurchase agreements collateralized by corporate and asset-backed obligations;

•both registered and unregistered money market funds; and

•other highly rated short-term securities.

Investments in these securities and funds are not insured against loss of principal. Under certain circumstances we may be required to redeem all or part of our investment, and our right to redeem some or all of our investment may be delayed or suspended. In addition, there is no guarantee that our investments in these securities or funds will be redeemable at par value. A decline in the value of our investment or a delay or suspension of our right to redeem may have a material adverse effect on our results of operations or financial condition.

29

Our property taxes could increase due to reassessment or property tax rate changes. We are required to pay state and local taxes on our properties. In addition, the real property taxes on our properties may increase as our properties are reassessed by taxing authorities or as property tax rates change. For example, under a current California law commonly referred to as “Proposition 13,” property tax reassessment generally occurs as a result of a “change in ownership” of a property, as specifically defined for purposes of those rules. Because the property taxing authorities may not determine whether there has been a “change in ownership” or the actual reassessed value of a property for a period of time after a transaction has occurred, we may not know the impact of a potential reassessment for a considerable amount of time following a particular transaction or construction of a new property. Therefore, the amount of property taxes we are required to pay could increase substantially from the property taxes we currently pay or have paid in the past, including on a retroactive basis. In addition, from time to time voters and lawmakers have announced initiatives to repeal or amend Proposition 13 to eliminate its application to commercial property and/or introduce split tax roll legislation. Such initiatives, if successful, would increase the assessed value and/or tax rates applicable to commercial property in California, including our properties. An increase in the assessed value of our properties or our property tax rates could adversely impact our financial condition, results of operations, cash flows, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.

Our business could be adversely impacted if there are deficiencies in our disclosure controls and procedures or internal control over financial reporting. The design and effectiveness of our disclosure controls and procedures and internal control over financial reporting may not prevent all errors, misstatements or misrepresentations. While management will continue to review the effectiveness of our disclosure controls and procedures and internal control over financial reporting, there can be no guarantee that our internal control over financial reporting will be effective in accomplishing all control objectives all of the time. Deficiencies, including any material weakness, in our internal control over financial reporting that may occur in the future could result in misstatements of our results of operations, restatements of our financial statements, or otherwise adversely impact our financial condition, results of operations, cash flows, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.

We face risks associated with security breaches through cyber attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems. We face risks associated with security breaches, whether through cyber attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to e-mails, persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our IT networks and related systems. The risk of a security breach or disruption, particularly through cyber attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations (including managing our building systems), and, in some cases, may be critical to the operations of certain of our tenants.

The Audit Committee of our Board of Directors oversees our risk management processes related to cybersecurity. It meets no less frequently than annually with our IT personnel and senior management to discuss recent trends in cyber risks and our strategy to defend our IT networks, business and building systems and information against cyber attacks and intrusions. Under the oversight of the Audit Committee, we implemented our cybersecurity standards and overall program by reference to the National Institute of Standards and Technology (“NIST”) Cyber Security Framework. As part of our overall cybersecurity program:

•we have implemented a continuous improvement methodology including, but not limited to, ongoing enhancements to processes and controls, quarterly control reviews, annual policy reviews, annual penetration tests and annual investments in our security infrastructure;

•we annually assess our cybersecurity program against the NIST framework and periodically engage an outside consulting firm to conduct the assessment;

•we conduct regular cybersecurity awareness training exercises for our employees and primary on-site providers, including ongoing phishing simulations to raise awareness of spoofed or manipulated electronic communications and other critical security threats; and

30

•we maintain a written Cybersecurity Incident Response Plan that establishes a framework and guidelines for responding to cybersecurity incidents that may compromise the confidentiality, integrity and availability of our information and systems.

However, there can be no assurance that our efforts to maintain the security and integrity of these types of IT networks and related systems will be effective or that attempted security breaches or disruptions would not be successful or damaging. Like other businesses, we have been and expect to continue to be subject to unauthorized access, mishandling or misuse, computer viruses or malware, cyber attacks and other events of varying degrees. Historically, these events have not adversely affected our operations or business and were not individually or in the aggregate material.

However, in the future, events such as these or other significant disruptions involving our IT networks and related systems could, among other things:

•result in unauthorized access to, destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, including personally identifiable and account information that could be used to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes;

•result in unauthorized access to or changes to our financial accounting and reporting systems and related data;

•result in the theft of funds;

•result in our inability to maintain building systems relied on by our tenants;

•require significant management attention and resources to remedy any damage that results;

•subject us to regulatory penalties or claims for breach of contract, damages, credits, penalties or terminations of leases or other agreements; or

•damage our reputation among our tenants and investors.

These events could have an adverse impact on our financial condition, results of operations, cash flows, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.

The actual density of our undeveloped land holdings and/or any particular land parcel may not be consistent with our potential density estimates. As of December 31, 2022, we estimate that our eight future development sites, representing approximately 64 gross acres of undeveloped land, provide more than 6.5 million square feet of potential density. We caution you not to place undue reliance on the potential density estimates for our undeveloped land holdings and/or any particular land parcel because they are based solely on our estimates, using data currently available to us, and our business plans as of December 31, 2022. The actual density of our undeveloped land holdings and/or any particular land parcel may differ substantially from our estimates based on numerous factors, including our inability to obtain necessary zoning, land use and other required entitlements, as well as building, occupancy and other required governmental permits and authorizations, and changes in the entitlement, permitting and authorization processes that restrict or delay our ability to develop, redevelop or use undeveloped land holdings at anticipated density levels. Moreover, we may strategically choose not to develop, redevelop or use our undeveloped land holdings to their maximum potential density or may be unable to do so as a result of factors beyond our control, including our ability to obtain capital on terms that are acceptable to us, or at all, to fund our development and redevelopment activities. We can provide no assurance that the actual density of our undeveloped land holdings and/or any particular land parcel will be consistent with our potential density estimates. For additional information on our development program, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Factors That May Influence Future Results of Operations.”

31

Loss of our key personnel could harm our operations and financial performance and adversely affect the quoted trading price of our securities. The leadership and performance of John Kilroy, the Chairman of our board of directors and our Chief Executive Officer, plays a key role in the success of the Company. He is integral to the Company’s success for many reasons, including that he has a strong national and regional reputation in our industry and investment community. In addition, he has significant relationships with investors, lenders, tenants and industry personnel, which benefit the Company.

If workers providing services at our properties were to engage in a strike or other work stoppage or interruption, our business, results of operations, financial condition and liquidity could be materially adversely affected. Although we believe that our relations with our service providers are good, if disputes with our service providers arise or if workers providing services at our properties engage in a strike or other work stoppage or interruption, we could experience a significant disruption of, or inefficiencies in, our operations or at our properties or incur higher labor costs, which could have a material adverse effect on our business, results of operations, financial condition and liquidity.

Risks Related to Our Indebtedness

We may not be able to meet our debt service obligations. As of December 31, 2022, we had approximately $4.3 billion aggregate principal amount of indebtedness, of which $5.8 million in principal payments will be paid during the year ending December 31, 2023. Our total debt at December 31, 2022 represented 48.5% of our total market capitalization (which we define as the aggregate of our long-term debt and the market value of the Company’s common stock and the Operating Partnership’s common units of limited partnership interest, or common units, based on the closing price per share of the Company’s common stock as of that date). For the calculation of our market capitalization and additional information on debt maturities, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and Capital Resources of the Company —Capitalization” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and Capital Resources of the Operating Partnership —Liquidity Uses.”

Our ability to make payments on and to refinance our indebtedness and to fund our operations, working capital, and capital expenditures, depends on our ability to generate cash flow in the future. Our cash flow is subject to general economic, industry, financial, competitive, operating, legislative, regulatory, environmental and other factors, many of which are beyond our control.

The instruments and agreements governing some of our outstanding indebtedness (including borrowings under the Operating Partnership’s unsecured term loan facility, unsecured revolving credit facility and note purchase agreements) contain provisions that require us to repurchase for cash or repay that indebtedness under specified circumstances or upon the occurrence of specified events (including upon the acquisition by any person or group of more than a specified percentage of the aggregate voting power of all the Company’s issued and outstanding voting stock, upon certain changes in the composition of a majority of the members of the Company’s board of directors, if the Company or one of its wholly-owned subsidiaries ceases to be the sole general partner of the Operating Partnership or if the Company ceases to own, directly or indirectly, at least 60% of the voting equity interests in the Operating Partnership), and our future debt agreements and debt securities may contain similar provisions or may require that we repay or repurchase or offer to repurchase for cash the applicable indebtedness under specified circumstances or upon the occurrence of specified changes of control of the Company or the Operating Partnership or other events. We may not have sufficient funds to pay our indebtedness when due (including upon any such required repurchase, repayment or offer to repurchase), and we may not be able to arrange for the financing necessary to make those payments or repurchases on favorable terms or at all. In addition, our ability to make required payments on our indebtedness when due (including upon any such required repurchase, repayment or offer to repurchase) may be limited by the terms of other debt instruments or agreements. Our failure to pay amounts due in respect of any of our indebtedness when due would generally constitute an event of default under the instrument governing that indebtedness, which could permit the holders of that indebtedness to require the immediate repayment of that indebtedness in full and, in the case of secured indebtedness, could allow them to sell the collateral securing that indebtedness and use the proceeds to repay that indebtedness. Moreover, any acceleration of or default in respect of any of our indebtedness could, in turn, constitute an event of default under other debt instruments or agreements, thereby resulting in the acceleration and required repayment of that other indebtedness.

32

Any of these events could materially adversely affect our ability to make payments of principal and interest on our indebtedness when due and could prevent us from making those payments altogether.

We cannot assure you that our business will generate sufficient cash flow from operations or that future sources of cash will be available to us in an amount sufficient to enable us to pay amounts due on our indebtedness or to fund our other liquidity needs, including cash distributions to stockholders necessary to maintain the Company’s REIT qualification. Additionally, if we incur additional indebtedness in connection with future acquisitions or for any other purpose, our debt service obligations could increase.

We may need to refinance all or a portion of our indebtedness on or before maturity. Our ability to refinance our indebtedness or obtain additional financing will depend on, among other things:

•our financial condition, results of operations and market conditions at the time; and

•restrictions in the agreements governing our indebtedness.

As a result, we may not be able to refinance our indebtedness on commercially reasonable terms or at all. If we do not generate sufficient cash flow from operations, and additional borrowings or refinancings or proceeds of asset sales or other sources of cash are not available to us, we may not have sufficient cash to enable us to meet all of our obligations. Accordingly, if we cannot service our indebtedness, we may have to take actions such as seeking additional equity financing, delaying capital expenditures, or entering into strategic acquisitions and alliances. Any of these events or circumstances could have a material adverse effect on our financial condition, results of operations, cash flows, the trading price of our securities and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders. In addition, foreclosures could create taxable income without accompanying cash proceeds, which could require us to borrow or sell assets to raise the funds necessary to pay amounts due on our indebtedness and to meet the REIT distribution requirements discussed below, even if such actions are not on favorable terms.

The covenants in the agreements governing the Operating Partnership’s unsecured revolving credit facility, unsecured term loan facility and note purchase agreements may limit our ability to make distributions to the holders of our common stock. The Operating Partnership’s $1.1 billion unsecured revolving credit facility, $400.0 million unsecured term loan facility and note purchase agreements contain financial covenants that could limit the amount of distributions payable by us on our common stock and any preferred stock we may issue in the future. We rely on cash distributions we receive from the Operating Partnership to pay distributions on our common stock and any preferred stock we may issue in the future and to satisfy our other cash needs. The agreements governing the unsecured revolving credit facility and the note purchase agreements provide that, if the Operating Partnership fails to pay any principal of, or interest on, any borrowings or other amounts payable under such agreement when due or during any other event of default under such revolving credit facility and the unsecured private placement notes, the Operating Partnership may make only those partnership distributions that result in distributions to us in an amount sufficient to permit us to make distributions to our stockholders that we reasonably believe are necessary to (a) maintain our qualification as a REIT for federal and state income tax purposes and (b) avoid the payment of federal or state income or excise tax. Any limitation on our ability to make distributions to our stockholders, whether as a result of these provisions in the unsecured revolving credit facility, the unsecured term loan facility, the note purchase agreements or otherwise, could have a material adverse effect on the market value of our common stock.

A downgrade in our credit ratings could materially adversely affect our business and financial condition. The credit ratings assigned to the Operating Partnership’s debt securities and any preferred stock we may issue in the future could change based upon, among other things, our results of operations and financial condition. These ratings are subject to ongoing evaluation by credit rating agencies, and we cannot assure you that any rating will not be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant. Moreover, these credit ratings do not apply to our common stock and are not recommendations to buy, sell or hold our common stock or any other securities. If any of the credit rating agencies that have rated the Operating Partnership’s debt securities or any preferred stock we may issue in the future downgrades or lowers its credit rating, or if any credit rating agency indicates that it has placed any such rating on a so-called “watch list” for a possible downgrading or lowering or otherwise indicates that its outlook for that rating is negative, it could have a material adverse effect on our costs and availability of capital, which could in turn have a material adverse effect on our financial condition,

33

results of operations, cash flows, the trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.

An increase in interest rates would increase our interest costs on variable rate debt and new debt and could adversely affect our ability to refinance existing debt, conduct development, redevelopment and acquisition activity and recycle capital. As of December 31, 2022, we had a $1.1 billion unsecured revolving credit facility and a $400.0 million unsecured term loan facility, each bearing interest at a variable rate on any amount drawn and outstanding. As of December 31, 2022, there was no amount outstanding under our unsecured revolving credit facility and $200.0 million was outstanding under our unsecured term loan facility. However, we may borrow on the revolving credit facility, borrow additional amounts on the term loan facility, or incur additional variable rate debt in the future. Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Federal Reserve Board. If the Federal Reserve Board increases the federal funds rate, overall interest rates will likely rise. Interest rate increases would increase our interest costs for any variable rate debt and for new debt, which could in turn make the financing of any development, redevelopment and acquisition activity costlier. Rising interest rates could also limit our ability to refinance existing debt when it matures or cause us to pay higher interest rates upon refinancing and increase interest expense on refinanced indebtedness. In addition, an increase in interest rates could decrease the amount third parties are willing to pay for our assets, thereby limiting our ability to recycle capital and our portfolio promptly in response to changes in economic or other conditions.

We manage a portion of our exposure to interest rate risk by accessing debt with staggered maturities, and we may in the future mitigate this risk through the use of derivative instruments, including interest rate swap agreements or other interest rate hedging agreements, including swaps, caps and floors. While these agreements are intended to lessen the impact of rising interest rates on us, they also expose us to the risks that counter parties may fail to honor their obligations, that we could incur significant costs associated with the settlement of these agreements, that the amount of income we earn from hedging transactions may be limited by federal tax provisions governing REITs, that these agreements may cause us to pay higher interest rates on our debt obligations than would otherwise be the case and that underlying transactions could fail to qualify as highly-effective cash flow hedges under the accounting guidance. As a result, failure to hedge effectively against interest rate risk, if we choose to engage in such activities, could adversely affect our financial condition, results of operations, cash flows, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.

Risks Related to Our Organizational Structure

Our growth depends on external sources of capital that are outside of our control and the inability to obtain capital on terms that are acceptable to us, or at all, could adversely affect our financial condition and results of operations. The Company is required under the Code to distribute at least 90% of its taxable income (subject to certain adjustments and excluding any net capital gain), and the Operating Partnership is required to make distributions to the Company to allow the Company to satisfy these REIT distribution requirements. Because of these distribution requirements, the Operating Partnership is required to make distributions to the Company, and we may not be able to fund future capital needs, including any necessary acquisition financing, from operating cash flow. Consequently, management relies on third-party sources of capital to fund our capital needs. We may not be able to obtain financing on favorable terms or at all. Any additional debt we incur will increase our leverage. Access to third-party sources of capital depends, in part, on general market conditions and the availability of credit, the market’s perception of our growth potential, our current and expected future earnings, our cash flows and cash distributions and the quoted trading price of our securities. If we cannot obtain capital from third-party sources, our financial condition, results of operations, cash flows, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders may be adversely affected.

34

Our common limited partners have limited approval rights, which may prevent us from completing a change of control transaction that may be in the best interests of all our security holders. The Company may not withdraw as the Operating Partnership’s general partner or transfer its general partnership interest in the Operating Partnership without the approval of the holders of at least 60% of the units representing common partnership interests, including the common units held by the Company in its capacity as the Operating Partnership’s general partner. In addition, the Company may not engage in a merger, consolidation or other combination or the sale of substantially all of its assets or such similar transaction, without the approval of the holders of 60% of the common units, including the common units held by the Company in its capacity as the Operating Partnership’s general partner. The right of our common limited partners to vote on these transactions could limit our ability to complete a change of control transaction that might otherwise be in the best interest of all our security holders.

The Chairman of our board of directors and Chief Executive Officer has substantial influence over our affairs. John Kilroy is the Chairman of our board of directors and our Chief Executive Officer. John Kilroy beneficially owned, as of December 31, 2022, approximately 1.3% of the total outstanding shares of our common stock. The percentage of outstanding shares of common stock beneficially owned includes 453,986 shares of common stock, 275,672 restricted stock units (“RSUs”) that were vested and held by John Kilroy at December 31, 2022, and assumes the exchange into shares of our common stock of the 783,192 common units of the Operating Partnership held by John Kilroy (which may be exchanged for an equal number of shares of our common stock).

Pursuant to the Company’s charter, no stockholder may own, actually or constructively, more than 7.0% (by value or by number of shares, whichever is more restrictive) of our outstanding common stock without obtaining a waiver from the board of directors. In connection with the Company’s initial public offering, the board of directors waived the ownership limits with respect to John Kilroy, members of his family and some of their affiliated entities. These named individuals and entities may own either actually or constructively, in the aggregate, up to 19.6% of our common stock, excluding Operating Partnership units that are exchangeable into shares of our common stock. Consequently, John Kilroy has substantial influence over the Company, and because the Company is the manager of the Operating Partnership, over the Operating Partnership, and could exercise his influence in a manner that is not in the best interest of our stockholders, noteholders or unitholders. Also, John Kilroy may, in the future, have a substantial influence over the outcome of any matters submitted to our stockholders or unitholders for approval.

There are restrictions on the ownership of the Company’s capital stock that limit the opportunities for a change of control at a premium to existing security holders. Provisions of the Maryland General Corporation Law, the Company’s charter and bylaws and the Operating Partnership’s partnership agreement may delay, deter, or prevent a change of control of the Company, or the removal of existing management. Any of these actions might prevent our security holders from receiving a premium for their shares of common stock or common units over the then-prevailing market price of the shares of our common stock.

In order for the Company to qualify as a REIT under the Code, its stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months (other than the first year for which an election to be a REIT has been made) or during a proportionate part of a shorter taxable year. Also, not more than 50% of the value of the outstanding shares of the Company’s stock may be owned, actually or constructively, by five or fewer individuals (as defined in the Code to include certain entities) during the last half of a taxable year (other than the first year for which an election to be a REIT has been made). The Company’s charter contains restrictions on the ownership and transfer of its capital stock that are intended to assist the Company in complying with these requirements and continuing to qualify as a REIT. No single stockholder may own, either actually or constructively, absent a waiver from the board of directors, more than 7.0% (by value or by number of shares, whichever is more restrictive) of the Company’s outstanding common stock.

The constructive ownership rules under the Code are complex and may cause stock owned actually or constructively by a group of related individuals and/or entities to be owned constructively by one individual or entity. As a result, the acquisition of less than the applicable ownership limit of a particular class of the Company’s capital stock could, nevertheless, cause that individual or entity, or another individual or entity, to constructively own stock in excess of, and thereby subject such stock to, the applicable ownership limit.

35

The board of directors may waive the ownership limits if it is satisfied that the excess ownership would not jeopardize the Company’s REIT status and if it believes that the waiver would be in our best interest. The board of directors has waived the ownership limits with respect to John Kilroy, members of his family and some of their affiliated entities. These named individuals and entities may own either actually or constructively, in the aggregate, up to 19.6% of our outstanding common stock, excluding common units that are exchangeable into shares of common stock.

If anyone acquires shares in excess of any ownership limits without a waiver, the transfer to the transferee will be void with respect to the excess shares, the excess shares will be automatically transferred to a trust for the benefit of a qualified charitable organization, and the purported transferee or owner will have no rights with respect to those excess shares.

The Company’s charter contains provisions that may delay, deter or prevent a change of control transaction. The following provisions of the Company’s charter may delay or prevent a change of control over us, even if a change of control might be beneficial to our security holders, deter tender offers that may be beneficial to our security holders, or limit security holders’ opportunity to receive a potential premium for their shares and/or units if an investor attempted to gain shares beyond the Company’s ownership limits or otherwise to effect a change of control:

•the Company’s charter authorizes the board of directors to issue up to 30,000,000 shares of the Company’s preferred stock, including convertible preferred stock, without stockholder approval. The board of directors may establish the preferences, rights and other terms, including the right to vote and the right to convert into common stock any shares issued. The issuance of preferred stock could delay or prevent a tender offer or a change of control even if a tender offer or a change of control was in our security holders’ interest; and

•the Company’s charter states that any director, or the entire board of directors, may be removed from office at any time, but only for cause and then only by the affirmative vote of the holders of at least two thirds of the votes of the Company’s capital stock entitled to be cast in the election of directors.

The board of directors may change investment and financing policies without stockholder or unitholder approval. Our board of directors determines our major policies, including policies and guidelines relating to our acquisition, development and redevelopment activities, leverage, financing, growth, operations, indebtedness, capitalization and distributions to our security holders. Our board of directors may amend or revise these and other policies and guidelines from time to time without stockholder or unitholder approval. Accordingly, our stockholders and unitholders will have limited control over changes in our policies and those changes could adversely impact our financial condition, results of operations, cash flows, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.

We are not limited in our ability to incur debt. Our financing policies and objectives are determined by the board of directors. Our goal is to limit our dependence on leverage and maintain a conservative ratio of debt to total market capitalization. However, our organizational documents do not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur. As of December 31, 2022, we had approximately $4.3 billion aggregate principal amount of indebtedness outstanding, which represented 48.5% of our total market capitalization. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and Capital Resources of the Company —Capitalization” for a calculation of our market capitalization. These ratios may be increased or decreased without the consent of our unitholders or stockholders. Increases in the amount of debt outstanding would result in an increase in our debt service costs, which could adversely affect cash flow and our ability to pay dividends and distributions to our security holders. Higher leverage also increases the risk of default on our obligations and limits our ability to obtain additional financing in the future.

We may issue additional common units and shares of capital stock without unitholder or stockholder approval, as applicable, which may dilute unitholder or stockholder investment. The Company may issue shares of our common stock, preferred stock or other equity or debt securities without stockholder approval, including the issuance of shares to satisfy REIT dividend distribution requirements. Similarly, the Operating Partnership may offer its common or preferred units for contributions of cash or property without approval by our stockholders or the Operating Partnership’s unitholders. Existing security holders have no preemptive rights to acquire any of these

36

securities, and any issuance of equity securities under these circumstances may dilute a unitholder's or stockholder's investment.

Sales of a substantial number of shares of the Company’s securities, or the perception that this could occur, could result in decreasing the quoted trading price per share of the Company’s common stock and of the Operating Partnership’s publicly-traded notes. Management cannot predict whether future issuances of shares of the Company’s common stock, or the availability of shares for resale in the open market will result in decreasing the market price per share of the Company’s common stock. As of December 31, 2022, 116,878,031 shares of the Company’s common stock were issued and outstanding.

As of December 31, 2022, the Company had reserved for future issuance the following shares of common stock: 1,150,574 shares issuable upon the exchange, at the Company’s option, of the Operating Partnership’s common units; approximately 1.1 million shares remained available for grant under our 2006 Incentive Award Plan (see Note 15 “Share-Based and Other Compensation” to our consolidated financial statements included in this report); approximately 1.0 million shares issuable upon settlement of time-based RSUs; and a maximum of 2.0 million shares contingently issuable upon settlement of RSUs subject to the achievement of market and/or performance conditions. The Company has a currently effective registration statement registering 10.7 million shares of our common stock for possible issuance under our 2006 Incentive Award Plan. The Company has a currently effective registration statement registering 783,192 shares of our common stock for possible issuance to and resale by certain holders of the Operating Partnership’s common units. That registration statement also registers 453,986 shares of common stock held by John Kilroy for possible resale. Consequently, if and when the shares are issued, they may be freely traded in the public markets.

Risks Related to Taxes and the Company’s Status as a REIT

Loss of the Company’s REIT status would have significant adverse consequences to us and the value of the Company’s common stock. The Company currently operates in a manner that is intended to allow it to qualify as a REIT for federal income tax purposes under the Code. If the Company were to lose its REIT status, the Company would face adverse tax consequences that would substantially reduce the funds available for distribution to its stockholders for each of the years involved because:

•the Company would not be allowed a deduction for dividends paid to its stockholders in computing the Company’s taxable income and would be subject to regular U.S. federal corporate income tax;

•the Company could be subject to increased state and local taxes; and

•unless entitled to relief under statutory provisions, the Company could not elect to be taxed as a REIT for four taxable years following the year during which the Company was disqualified.

In addition, if the Company failed to qualify as a REIT, it would not be required to make distributions to its stockholders. As a result of all these factors, the Company’s failure to qualify as a REIT also could impair our ability to expand our business and raise capital, and could adversely affect the value and quoted trading price of the Company’s common stock.

Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The complexity of these provisions and of the applicable Treasury regulations that have been promulgated under the Code is greater in the case of a REIT that, like the Company, holds its assets through a partnership. The determination of various factual matters and circumstances not entirely within our control may affect the Company’s ability to continue to qualify as a REIT. For example, to qualify as a REIT, at least 95% of the Company’s gross income in any year must be derived from qualifying sources. Also, the Company must make distributions to its stockholders aggregating annually at least 90% of the Company’s net taxable income (subject to certain adjustments and excluding any net capital gains). In addition, legislation, new regulations, administrative interpretations or court decisions may adversely affect the Company’s security holders or the Company’s ability to qualify as a REIT for federal income tax purposes or the desirability of an investment in a REIT relative to other investments. Although management believes that we are organized and operate in a manner to permit the Company to continue to qualify as a REIT, we cannot provide assurances that the Company has

37

qualified or will continue to qualify as a REIT for tax purposes. We have not requested and do not plan to request a ruling from the Internal Revenue Service (“IRS”) regarding the Company’s qualification as a REIT.

To maintain the Company’s REIT status, we may be forced to borrow funds during unfavorable market conditions. To qualify as a REIT, the Company generally must distribute to its stockholders at least 90% of the Company’s net taxable income each year (subject to certain adjustments and excluding any net capital gains), and the Company will be subject to regular corporate income taxes to the extent that it distributes less than 100% of its net capital gains or distributes at least 90%, but less than 100%, of its net taxable income each year. In addition, the Company will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions it pays in any calendar year are less than the sum of 85% of its ordinary income, 95% of its net capital gains, and 100% of its undistributed income from prior years. To maintain the Company’s REIT status and avoid the payment of federal income and excise taxes, the Operating Partnership may need to borrow funds and distribute or loan the proceeds to the Company so it can meet the REIT distribution requirements even if the then-prevailing market conditions are not favorable for these borrowings. These borrowing needs could result from differences in timing between the actual receipt of income and inclusion of income for federal income tax purposes, or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments.

If a transaction intended to qualify as a Section 1031 Exchange is later determined to be taxable or if we are unable to identify and complete the acquisition of a suitable replacement property to effect a Section 1031 Exchange, we may face adverse consequences, and if the laws applicable to such transactions are amended or repealed, we may not be able to dispose of properties on a tax deferred basis. When possible, we dispose of properties in transactions that are intended to qualify as Section 1031 Exchanges. It is possible that the qualification of a transaction as a Section 1031 Exchange could be successfully challenged and determined to be currently taxable or that we may be unable to identify and complete the acquisition of a suitable replacement property to effect a Section 1031 Exchange. In such case, our taxable income and the Company’s earnings and profits could increase. This could increase the dividend income to the Company’s stockholders by reducing any return of capital they received. In some circumstances, the Company may be required to pay additional dividends or, in lieu of that, corporate income tax, possibly including interest and penalties. As a result, we may be required to borrow funds in order to pay additional dividends or taxes and the payment of such taxes could cause us to have less cash available to distribute to the Company’s stockholders. In addition, if a Section 1031 Exchange was later determined to be taxable, we may be required to amend our tax returns for the applicable year in question, including any information reports we sent the Company’s stockholders. Moreover, Section 1031 of the Code permits exchanges of real property only. It is possible that additional legislation could be enacted that could further modify or repeal the laws with respect to Section 1031 Exchanges, which could make it more difficult or not possible for us to dispose of properties on a tax deferred basis.

Dividends payable by REITs, including the Company, generally do not qualify for the reduced tax rates available for some dividends. “Qualified dividends” payable to U.S. stockholders that are individuals, trusts and estates generally are subject to tax at preferential rates. Subject to limited exceptions, dividends payable by REITs are not eligible for these reduced rates and are taxable at ordinary income tax rates. The more favorable rates applicable to regular corporate qualified dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including the shares of our capital stock. However, non-corporate stockholders, including individuals, generally may deduct up to 20% of dividends from a REIT, other than capital gain dividends and dividends treated as qualified dividend income, for taxable years beginning after December 31, 2017 and before January 1, 2026.

The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes. A REIT’s net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business, unless a sale or disposition qualifies under certain statutory safe harbors, such characterization is a factual determination and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors.

38

Complying with REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments. To qualify as a REIT for federal income tax purposes, the Company must continually satisfy tests concerning, among other things, the sources of its income, the nature and diversification of its assets, the amounts it distributes to its stockholders and the ownership of its capital stock. If the Company fails to comply with one or more of the asset tests at the end of any calendar quarter, the Company must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing its REIT qualification and suffering adverse tax consequences. In order to meet these tests, we may be required to forego investments we might otherwise make or to liquidate otherwise attractive investments. Thus, compliance with the REIT requirements may hinder our performance and reduce amounts available for distribution to the Company’s stockholders.

Legislative or regulatory action could adversely affect our stockholders or us. In recent years, numerous legislative, judicial and administrative changes have been made to the federal income tax laws applicable to investments in REITs and similar entities. Additional changes to tax laws are likely to continue to occur in the future, and any such changes may adversely impact the Company’s ability to qualify as a REIT, its tax treatment as a REIT, our ability to comply with contractual obligations or the tax treatment of our stockholders and limited partners. Also, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.

39

ITEM 2.    PROPERTIES

General

Our stabilized portfolio of operating properties was comprised of the following properties at December 31, 2022:

	Number of Buildings	Rentable Square Feet	Number of Tenants	Percentage  Occupied (1)		Percentage Leased
Stabilized Office Properties (2)	119	16,194,146	406	91.6	%	92.9	%

_______________________

(1)Represents economic occupancy.

(2)Includes stabilized life science and retail space.

	Number of Properties	Number of Units	2022 Average Occupancy
Stabilized Residential Properties	3	1,001	93.5	%

Our stabilized portfolio includes all of our properties with the exception of development properties currently committed for construction, under construction or in the tenant improvement phase, redevelopment properties under construction, undeveloped land, and real estate assets held for sale. We define redevelopment properties as those properties for which we expect to spend significant development and construction costs on the existing or acquired buildings pursuant to a formal plan, the intended result of which is a higher economic return on the property. We define properties in the tenant improvement phase as office and life science properties that we are developing or redeveloping where the project has reached cold shell condition and is ready for tenant improvements, which may require additional major base building construction before being placed in service. Projects in the tenant improvement phase are added to our stabilized portfolio once the project reaches the earlier of 95% occupancy or one year from the date of the cessation of major base building construction activities. Costs capitalized to construction in progress for development and redevelopment properties are transferred to land and improvements, buildings and improvements, and deferred leasing costs on our consolidated balance sheets at the historical cost of the property as the projects or phases of projects are placed in service.

During the year ended December 31, 2022, we added two development projects and two redevelopment projects to our stabilized portfolio consisting of four buildings totaling 1,114,704 square feet of office and life science space in Seattle, Washington and San Diego, California. We did not have any properties held for sale at December 31, 2022. As of December 31, 2022, the following properties were excluded from our stabilized portfolio:

	Number of Properties/Projects	Estimated Rentable Square Feet (1)
In-process development projects - tenant improvement	1	734,000
In-process development projects - under construction	2	946,000
In-process redevelopment projects - under construction	2	100,000

________________________

(1)Estimated rentable square feet upon completion.

Our stabilized portfolio also excludes our future development pipeline, which as of December 31, 2022, was comprised of eight future development sites, representing approximately 64 gross acres of undeveloped land.

As of December 31, 2022, all of our properties, development projects and redevelopment projects were owned and all of our business was conducted in the state of California with the exception of ten stabilized office properties and one future development project located in the state of Washington and one development project in the tenant improvement phase and one future development project located in Austin, Texas. All of our properties, development projects and redevelopment projects are 100% owned, excluding four office properties owned by three consolidated property partnerships.

40

We own our interests in all of our real estate assets through the Operating Partnership. All our properties are held in fee, except for the fourteen office buildings that are held subject to five long-term ground leases for the land (see Note 18 “Commitments and Contingencies” to our consolidated financial statements included in this report for additional information regarding our ground lease obligations).

In general, the office and life science properties are leased to tenants on a full service gross, modified gross or triple net basis. Under a full service gross lease, we are obligated to pay the tenant’s proportionate share of real estate taxes, insurance and operating expenses up to the amount incurred during the tenant’s first year of occupancy (“Base Year”). The tenant pays its pro-rata share of increases in expenses above the Base Year. A modified gross lease is similar to a full service gross lease, except tenants are obligated to pay their proportionate share of certain operating expenses, usually electricity, directly to the service provider. In addition, some office and life science properties, primarily in the Greater Seattle region and certain properties in certain submarkets in the San Francisco Bay Area and Greater Los Angeles, are leased to tenants on a triple net basis, pursuant to which the tenants pay their proportionate share of real estate taxes, operating costs and utility costs. At December 31, 2022, 43% of our properties were leased to tenants on a triple net basis, 25% of our properties were leased to tenants on a full service gross basis, and 24% were leased to tenants on a modified gross basis.

We believe that all of our properties are well maintained and do not require significant capital improvements. As of December 31, 2022, we managed all of our stabilized office properties through internal property managers.

Office Properties

The following table sets forth certain information relating to each of the stabilized office properties owned as of December 31, 2022.

Property Location	No. of Buildings	Year Built/ Renovated	Rentable Square Feet	Percentage Occupied at 12/31/2022 (1)		Annualized Base Rent (in $000’s) (2)		Annualized Rent Per Square Foot (2)
Greater Los Angeles
3101-3243 La Cienega Boulevard, Culver City, California	19	2008-2017	154,165	78.8	%	$	6,263	$	51.85
2240 East Imperial Highway, El Segundo, California	1	1983/ 2008	122,870	100.0	%	3,713		30.21
2250 East Imperial Highway, El Segundo, California	1	1983	298,728	96.9	%	8,826		30.63
2260 East Imperial Highway, El Segundo, California	1	1983/ 2012	298,728	100.0	%	9,026		30.21
909 North Pacific Coast Highway, El Segundo, California	1	1972/ 2005	244,880	81.3	%	7,431		37.85
999 North Pacific Coast Highway, El Segundo, California	1	1962/ 2003	138,389	69.3	%	2,882		31.53
1350 Ivar Avenue, Los Angeles, California	1	2020	16,448	100.0	%	1,005		61.10
1355 Vine Street, Los Angeles, California	1	2020	183,129	100.0	%	10,882		59.42
1375 Vine Street, Los Angeles, California	1	2020	159,236	100.0	%	9,805		61.58
1395 Vine Street, Los Angeles, California	1	2020	2,575	100.0	%	161		62.65
1500 North El Centro Avenue, Los Angeles, California	1	2016	113,447	28.8	%	1,967		60.11
1525 North Gower Street, Los Angeles, California	1	2016	9,610	100.0	%	650		67.61
1575 North Gower Street, Los Angeles, California	1	2016	264,430	100.0	%	16,085		60.83
6115 West Sunset Boulevard, Los Angeles, California	1	1938/ 2015	26,238	100.0	%	1,274		48.55
6121 West Sunset Boulevard, Los Angeles, California	1	1938/ 2015	93,418	100.0	%	4,605		49.29

41

Property Location	No. of Buildings	Year Built/ Renovated	Rentable Square Feet	Percentage Occupied at 12/31/2022 (1)		Annualized Base Rent (in $000’s) (2)		Annualized Rent Per Square Foot (2)
6255 West Sunset Boulevard, Los Angeles, California	1	1971/ 1999	331,888	88.3	%	13,875		47.39
3750 Kilroy Airport Way, Long Beach, California	1	1989	10,718	100.0	%	116		30.19
3760 Kilroy Airport Way, Long Beach, California	1	1989	166,761	96.4	%	5,567		35.79
3780 Kilroy Airport Way, Long Beach, California	1	1989	221,452	79.3	%	6,042		35.26
3800 Kilroy Airport Way, Long Beach, California	1	2000	192,476	87.7	%	5,475		32.44
3840 Kilroy Airport Way, Long Beach, California	1	1999	138,441	—	%	—		—
3880 Kilroy Airport Way, Long Beach, California	1	1987/ 2013	96,923	100.0	%	2,839		29.29
3900 Kilroy Airport Way, Long Beach, California	1	1987	130,935	82.8	%	2,801		34.43
8560 West Sunset Boulevard, West Hollywood, California	1	1963/ 2007	76,558	59.0	%	3,410		76.57
8570 West Sunset Boulevard, West Hollywood, California	1	2002/ 2007	49,276	95.6	%	3,050		64.78
8580 West Sunset Boulevard, West Hollywood, California	1	2002/ 2007	6,875	59.0	%	335		82.65
8590 West Sunset Boulevard, West Hollywood, California	1	2002/ 2007	56,750	97.4	%	2,315		41.90
12100 West Olympic Boulevard, Los Angeles, California	1	2003	155,679	100.0	%	10,828		69.56
12200 West Olympic Boulevard, Los Angeles, California	1	2000	154,544	90.3	%	7,505		72.00
12233 West Olympic Boulevard, Los Angeles, California	1	1980/ 2011	156,746	71.5	%	3,704		42.32
12312 West Olympic Boulevard, Los Angeles, California	1	1950/ 1997	76,644	100.0	%	4,096		53.44
2100/2110 Colorado Avenue, Santa Monica, California	3	1992/ 2009	104,853	55.4	%	4,580		78.79
501 Santa Monica Boulevard, Santa Monica, California	1	1974	78,509	85.3	%	4,765		71.13
Subtotal/Weighted Average – Los Angeles and Ventura Counties	53		4,332,319	85.2	%	$	165,878	$	46.38
San Diego County
12225 El Camino Real, Del Mar, California	1	1998	58,401	100.0	%	$	2,483	$	42.52
12235 El Camino Real, Del Mar, California	1	1998	53,751	100.0	%	2,627		48.87
12340 El Camino Real, Del Mar, California	1	2002/ 2022	109,307	100.0	%	8,040		73.56
12390 El Camino Real, Del Mar, California	1	2000	73,238	100.0	%	4,221		57.64
12770 El Camino Real, Del Mar, California	1	2016	75,035	100.0	%	4,045		61.50
12780 El Camino Real, Del Mar, California	1	2013	140,591	100.0	%	7,138		50.77
12790 El Camino Real, Del Mar, California	1	2013	87,944	100.0	%	4,940		56.18
12830 El Camino Real, Del Mar, California	1	2020	196,444	100.0	%	14,424		73.42
12860 El Camino Real, Del Mar, California	1	2020	92,042	100.0	%	6,621		71.93
12348 High Bluff Drive, Del Mar, California	1	1999	39,193	100.0	%	1,620		41.33
12400 High Bluff Drive, Del Mar, California	1	2004/ 2022	216,518	100.0	%	16,351		75.52

42

Property Location	No. of Buildings	Year Built/ Renovated	Rentable Square Feet	Percentage Occupied at 12/31/2022 (1)		Annualized Base Rent (in $000’s) (2)		Annualized Rent Per Square Foot (2)
3579 Valley Centre Drive, Del Mar, California	1	1999	54,960	100.0	%	3,206		58.33
3611 Valley Centre Drive, Del Mar, California	1	2000	132,425	96.4	%	6,981		54.66
3661 Valley Centre Drive, Del Mar, California	1	2001	131,662	100.0	%	6,269		50.25
3721 Valley Centre Drive, Del Mar, California	1	2003	115,193	100.0	%	5,431		47.15
3811 Valley Centre Drive, Del Mar, California	1	2000	118,912	100.0	%	6,782		57.03
3745 Paseo Place, Del Mar, California	1	2019	95,871	80.5	%	5,100		66.12
13480 Evening Creek Drive North, San Diego, California	1	2008	143,401	6.4	%	104		12.00
13500 Evening Creek Drive North, San Diego, California	1	2004	143,749	100.0	%	6,101		45.69
13520 Evening Creek Drive North, San Diego, California	1	2004	146,701	97.5	%	5,619		40.15
2100 Kettner Boulevard, San Diego, California	1	2022	204,682	—	%	—		—
2305 Historic Decatur Road, Point Loma, California	1	2009	107,456	93.9	%	4,298		42.62
9455 Towne Centre Drive, UTC, California	1	2021	160,444	100.0	%	7,822		48.76
Subtotal/Weighted Average – San Diego County	23		2,697,920	86.2	%	$	130,223	$	56.72
San Francisco Bay Area
4100 Bohannon Drive, Menlo Park, California	1	1985	47,379	100.0	%	$	2,640	$	55.72
4200 Bohannon Drive, Menlo Park, California	1	1987	45,451	65.8	%	1,720		57.50
4300 Bohannon Drive, Menlo Park, California	1	1988	63,079	48.7	%	2,205		71.75
4500 Bohannon Drive, Menlo Park, California	1	1990	63,078	100.0	%	4,074		64.58
4600 Bohannon Drive, Menlo Park, California	1	1990	48,147	93.0	%	2,586		57.77
4700 Bohannon Drive, Menlo Park, California	1	1989	63,078	100.0	%	3,513		55.70
1290-1300 Terra Bella Avenue, Mountain View, California	1	1961	114,175	100.0	%	7,440		65.17
680 East Middlefield Road, Mountain View, California	1	2014	171,676	100.0	%	7,763		45.22
690 East Middlefield Road, Mountain View, California	1	2014	171,215	100.0	%	7,729		45.14
1701 Page Mill Road, Palo Alto, California	1	2015	128,688	100.0	%	8,461		65.75
3150 Porter Drive, Palo Alto, California	1	1998	36,886	100.0	%	3,277		88.83
900 Jefferson Avenue, Redwood City, California	1	2015	228,505	100.0	%	13,670		59.82
900 Middlefield Road, Redwood City, California	1	2015	118,764	100.0	%	6,954		58.80
100 Hooper Street, San Francisco, California	1	2018	417,914	100.0	%	24,283		58.11
100 First Street, San Francisco, California	1	1988	480,457	94.6	%	30,863		71.11
303 Second Street, San Francisco, California	1	1988	784,658	84.9	%	58,330		87.89
201 Third Street, San Francisco, California	1	1983	346,538	77.3	%	20,021		75.79

43

Property Location	No. of Buildings	Year Built/ Renovated	Rentable Square Feet	Percentage Occupied at 12/31/2022 (1)		Annualized Base Rent (in $000’s) (2)		Annualized Rent Per Square Foot (2)
360 Third Street, San Francisco, California	1	2013	429,796	99.6	%	32,623		76.35
250 Brannan Street, San Francisco, California	1	1907/ 2001	100,850	100.0	%	10,323		102.36
301 Brannan Street, San Francisco, California	1	1909/ 1989	82,834	100.0	%	7,391		89.23
333 Brannan Street, San Francisco, California	1	2016	185,602	100.0	%	17,688		95.30
345 Brannan Street, San Francisco, California	1	2015	110,050	99.7	%	10,551		96.16
350 Mission Street, San Francisco, California	1	2016	455,340	99.7	%	24,076		53.09
345 Oyster Point Boulevard, South San Francisco, California	1	2001	40,410	100.0	%	2,192		54.24
347 Oyster Point Boulevard, South San Francisco, California	1	1998	39,780	100.0	%	2,158		54.24
349 Oyster Point Boulevard, South San Francisco, California	1	1999	65,340	100.0	%	3,868		59.19
350 Oyster Point Boulevard, South San Francisco, California	1	2021	234,892	100.0	%	18,167		77.34
352 Oyster Point Boulevard, South San Francisco, California	1	2021	232,215	100.0	%	18,062		77.78
354 Oyster Point Boulevard, South San Francisco, California	1	2021	193,472	100.0	%	15,048		77.78
505 North Mathilda Avenue, Sunnyvale, California	1	2014	212,322	100.0	%	9,449		44.50
555 North Mathilda Avenue, Sunnyvale, California	1	2014	212,322	100.0	%	9,449		44.50
599 North Mathilda Avenue, Sunnyvale, California	1	2000	76,031	100.0	%	3,610		47.48
605 North Mathilda Avenue, Sunnyvale, California	1	2014	162,785	100.0	%	7,244		44.50
Subtotal/Weighted Average – San Francisco	33		6,163,729	95.5	%	$	397,428	$	67.85
Greater Seattle
601 108th Avenue North East, Bellevue, Washington	1	2000	490,738	99.8	%	$	19,513	$	40.27
10900 North East 4th Street, Bellevue, Washington	1	1983	428,557	98.8	%	17,400		41.26
2001 West 8th Avenue, Seattle, Washington	1	2009	539,226	90.0	%	21,511		44.34
333 Dexter Ave North, Seattle, Washington	1	2022	618,766	100.0	%	31,940		51.62
701 North 34th Street, Seattle, Washington	1	1998	141,860	100.0	%	5,318		37.49
801 North 34th Street, Seattle, Washington	1	1998	173,615	100.0	%	5,789		33.34
837 North 34th Street, Seattle, Washington	1	2008	112,487	100.0	%	4,093		36.38
320 Westlake Avenue North, Seattle, Washington	1	2007	184,644	96.1	%	8,041		45.31
321 Terry Avenue North, Seattle, Washington	1	2013	135,755	100.0	%	5,554		40.91
401 Terry Avenue North, Seattle, Washington	1	2003	174,530	100.0	%	7,008		40.15
Subtotal/Weighted Average – Greater Seattle	10		3,000,178	97.7	%	$	126,167	$	43.12
TOTAL/WEIGHTED AVERAGE	119		16,194,146	91.6	%	$	819,696	$	55.93

____________________

(1)Based on all leases at the respective properties in effect as of December 31, 2022. Includes month-to-month leases as of December 31, 2022. Represents economic occupancy.

44

(2)Annualized base rental revenue includes the impact of straight-lining rent escalations and the amortization of free rent periods and excludes the impact of the following: amortization of deferred revenue related to tenant-funded tenant improvements, amortization of above/below market rent, amortization for lease incentives due under existing leases and expense reimbursement revenue. Excludes month-to-month leases and vacant space as of December 31, 2022. Includes 100% of annualized base rent of consolidated property partnerships.

Stabilized Development and Redevelopment Projects

During the year ended December 31, 2022, the following properties were added to our stabilized portfolio of operating properties:

		Construction Period
Stabilized Office / Life Science Development & Redevelopment Projects	Location	Start Date	Completion Date	Stabilization Date (1)	Rentable Square Feet	% Occupied (2)
333 Dexter Avenue North	Lake Union	2Q 2017	2Q 2022	2Q 2022	618,766	100%
2100 Kettner	Little Italy	3Q 2019	3Q 2021	3Q 2022	204,682	—%
12340 El Camino Real (3)	Del Mar	4Q 2021	3Q 2022	3Q 2022	109,307	100%
12400 High Bluff Drive (4)	Del Mar	1Q 2022	3Q 2022	3Q 2022	181,949	100%
TOTAL:					1,114,704	82%

____________________

(1)For office and retail, represents the earlier of anticipated 95% occupancy date or one year from cessation of major base building construction activities.

(2)Represents economic occupancy.

(3)Redevelopment project.

(4)Completed 144,000 rentable square feet that was in the scope of redevelopment.

In-Process Development Projects

The following tables set forth certain information relating to our in-process development pipeline as of December 31, 2022:

	Location	Construction Start Date	Estimated Stabilization Date (2)	Estimated Rentable Square Feet	Total Project % Leased	Total Project % Occupied (3)
TENANT IMPROVEMENT (1)
Office
Austin
Indeed Tower	Austin CBD	2Q 2021	4Q 2023	734,000	71%	58%
TOTAL:				734,000	71%	58%

____________________

(1)Represents projects that have reached cold shell condition and are ready for tenant improvements, which may require additional major base building construction before being placed in service.

(2)Represents the earlier of anticipated 95% occupancy date or one year from substantial completion of base building components. For multi-phase projects, interest and carry cost capitalization may cease and recommence driven by various factors, including tenant improvement construction and other tenant related timing or project scope.

(3)Represents economic occupancy.

		Construction Start Date	Estimated Stabilization Date (1)	Estimated Rentable Square Feet	% Leased
UNDER CONSTRUCTION	Location
Office / Life Science
San Francisco Bay Area
Kilroy Oyster Point - Phase 2	South San Francisco	2Q 2021	2Q 2025	875,000	—%
San Diego County
9514 Towne Centre Drive	University Towne Center	3Q 2021	4Q 2023	71,000	100%
TOTAL:				946,000	8%

____________________

(1)Represents the earlier of anticipated 95% occupancy date or one year from substantial completion of base building components. For multi-phase projects, interest and carry cost capitalization may cease and recommence driven by various factors, including tenant improvement construction and other tenant related timing or project scope.

45

In-Process Redevelopment Projects

As of December 31, 2022, we had the following redevelopment project under construction:

		Construction Start Date	Estimated Stabilization Date (1)	Estimated Rentable Square Feet	% Leased
UNDER CONSTRUCTION	Location
Life Science
San Francisco Bay Area
4400 Bohannon Drive	Menlo Park	4Q 2022	3Q 2025	48,000	—%
San Diego County
4690 Executive Drive (2)	University Towne Center	1Q 2022	3Q 2023	52,000	100%
TOTAL:				100,000	52%

____________________

(1)Represents the earlier of anticipated 95% occupancy date or one year from substantial completion of base building components. For multi-phase projects, interest and carry cost capitalization may cease and recommence driven by various factors, including tenant improvement construction and other tenant related timing or project scope.

(2)Redevelopment will occur in phases based on existing lease expiration dates and timing of the tenant improvement build-out.

Future Development Pipeline

The following table sets forth certain information relating to our future development pipeline as of December 31, 2022.

Future Development Pipeline	Location	Approx. Developable Square Feet (1)
Greater Los Angeles
1633 26th Street	West Los Angeles	190,000
San Diego County
Santa Fe Summit South / North	56 Corridor	600,000 - 650,000
2045 Pacific Highway	Little Italy	275,000
Kilroy East Village	East Village	TBD
San Francisco Bay Area
Kilroy Oyster Point - Phases 3 and 4	South San Francisco	875,000 - 1,000,000
Flower Mart	SOMA	2,300,000
Greater Seattle
SIX0 - Office & Residential	Denny Regrade	925,000
Austin
Stadium Tower	Stadium District / Domain	493,000

____________________

(1)The developable square feet and scope of projects could change materially from estimated data provided due to one or more of the following: any significant changes in the economy, market conditions, our markets, tenant requirements and demands, construction costs, new supply, regulatory and entitlement processes or project design.

46

Significant Tenants

The following table sets forth information about our 15 largest tenants based upon annualized base rental revenues, as defined below, as of December 31, 2022, adjusted for expirations through February 1, 2023.

Tenant Name	Region	Annualized Base Rental Revenue(1)(2)		Percentage of Total Annualized Base Rental Revenue(1)	Lease Expiration Date
		(in thousands)
Global technology company	Greater Seattle / San Diego County	$	39,631	4.8%	Various (3)
Cruise LLC	San Francisco Bay Area	35,449		4.3%	November 2031
Stripe, Inc.	San Francisco Bay Area	33,110		4.0%	June 2034
Amazon.com	Greater Seattle	31,437		3.8%	Various (4)
LinkedIn Corporation / Microsoft Corporation	San Francisco Bay Area	29,752		3.6%	Various (5)
Adobe Systems, Inc.	San Francisco Bay Area / Greater Seattle	27,897		3.4%	Various (6)
Salesforce, Inc.	San Francisco Bay Area	24,076		2.9%	Various (7)
DoorDash, Inc.	San Francisco Bay Area	23,842		2.9%	January 2032
Riot Games, Inc.	Greater Los Angeles	22,855		2.8%	Various (8)
Okta, Inc.	San Francisco Bay Area	22,387		2.7%	October 2028
Netflix, Inc.	Greater Los Angeles	21,854		2.7%	July 2032
Box, Inc.	San Francisco Bay Area	20,390		2.5%	June 2028
Cytokinetics, Inc.	San Francisco Bay Area	18,167		2.2%	October 2033
DIRECTV, LLC	Greater Los Angeles	16,085		2.0%	Various (9)
Synopsys, Inc.	San Francisco Bay Area	15,492		1.9%	August 2030
Total		$	382,424	46.5%

_____________________

(1)Annualized base rental revenue includes the impact of straight-lining rent escalations and the amortization of free rent periods and excludes the impact of the following: amortization of deferred revenue related tenant-funded tenant improvements, amortization of above/below market rents, amortization for lease incentives due under existing leases, and expense reimbursement revenue. Excludes month-to-month leases and vacant space as of December 31, 2022.

(2)Includes 100% of the annualized base rental revenues of consolidated property partnerships.

(3)The Global Technology Company leases, which contribute $7.8 million and $31.8 million, expire in January 2032 and July 2033, respectively.

(4)The Amazon.com leases, which contribute $16.9 million, $2.0 million and $12.5 million, expire in April 2023, September 2029 and February 2030, respectively. The lease of 71,481 rentable square feet of space expired on January 30, 2023 and is excluded from the table above.

(5)The LinkedIn Corporation / Microsoft Corporation leases, which contribute $3.6 million and $26.2 million, expire in October 2024 and September 2026, respectively.

(6)The Adobe Systems Inc. leases, which contribute $1.1 million, $5.8 million and $21.0 million, expire in June 2027, July 2031 and August 2031, respectively.

(7)The salesforce.com, inc. leases, which contribute $0.6 million and $23.5 million, expire in May 2031 and September 2032, respectively.

(8)The Riot Games leases, which contribute $8.9 million, $0.3 million, $7.3 million and $6.4 million, expire in November 2023, July 2024, November 2024, and May 2031, respectively.

(9)The DIRECTV, LLC leases, which contribute $1.5 million and $14.6 million, expire in September 2026 and September 2027, respectively. The lease of 151,455 rentable square feet of space expired on January 1, 2023 and is excluded from the table above.

47

The following pie chart sets forth the composition of our tenant base by industry and as a percentage of our annualized base rental revenue based on the North American Industry Classification System as of December 31, 2022.

Our markets are dynamic and populated with innovative and creative tenants, including but not limited to technology, entertainment and digital media. While technology companies comprise 58% of our office portfolio base rent, technology is a broad concept that encompasses diverse industries including software, social media, hardware, cloud computing, internet media and technology services.

48

Lease Expirations

The following table sets forth a summary of our office lease expirations for each of the next ten years beginning with 2023, assuming that none of the tenants exercise renewal options or termination rights. See further discussion of our lease expirations under “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Factors that May Influence Future Results of Operations”.

Lease Expirations

Year of Lease Expiration	# of Expiring Leases	Total Square Feet	% of Total Leased Square Feet		Annualized Base Rent (000’s)(1) (2)		% of Total Annualized Base Rent (1)		Annualized Rent per Square Foot (1)
2023	63	1,504,289	10.3	%	$	72,367	8.8	%	$	48.11
2024	76	1,153,427	7.9	%	54,973		6.7	%	47.66
2025	64	745,112	5.1	%	37,168		4.5	%	49.88
2026	54	1,940,792	13.3	%	90,757		11.1	%	46.76
2027	62	1,043,534	7.2	%	41,487		5.1	%	39.76
2028	36	1,022,867	7.0	%	64,904		7.9	%	63.45
2029	22	962,596	6.6	%	53,105		6.5	%	55.17
2030	37	1,525,681	10.5	%	91,127		11.1	%	59.73
2031	31	1,911,843	13.1	%	129,488		15.8	%	67.73
2032	14	1,054,719	7.2	%	71,555		8.7	%	67.84
2033 and beyond	13	1,706,987	11.8	%	112,765		13.8	%	66.06
Total (3)	472	14,571,847	100.0	%	$	819,696	100.0	%	$	56.25

____________________

(1)Annualized base rent includes the impact of straight-lining rent escalations and the amortization of free rent periods and excludes the impact of the following: amortization of deferred revenue related tenant-funded tenant improvements, amortization of above/below market rents, amortization for lease incentives due under existing leases and expense reimbursement revenue. Additionally, the underlying leases contain various expense structures including full service gross, modified gross and triple net. Amounts represent percentage of total portfolio annualized contractual base rental revenue.

(2)Includes 100% of annualized based rent of consolidated property partnerships..

(3)For leases that have been renewed early with existing tenants, the expiration date and annualized base rent information presented takes into consideration the renewed lease terms. Excludes leases not commenced as of December 31, 2022, space leased under month-to-month leases, storage leases, vacant space and future lease renewal options not executed as of December 31, 2022.

Secured Debt

As of December 31, 2022, the Operating Partnership had two outstanding mortgage notes payable which were secured by certain of our properties. Our secured debt represents an aggregate principal indebtedness of approximately $243.5 million. See additional information regarding our secured debt in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Liquidity Sources,” Notes 8 and 9 to our consolidated financial statements and Schedule III—Real Estate and Accumulated Depreciation included in this report. Management believes that, as of December 31, 2022, the value of the properties securing the applicable secured obligations in each case exceeded the principal amount of the outstanding obligation.

ITEM 3.    LEGAL PROCEEDINGS

We and our properties are subject to routine litigation incidental to our business. These matters are generally covered by insurance. As of December 31, 2022, we were not a defendant in, and our properties were not subject to, any legal proceedings that we believe, if determined adversely to us, would have a material adverse effect upon our financial condition, results of operations, or cash flows.

ITEM 4.    MINE SAFETY DISCLOSURES

None.

49

PART II

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

The Company’s common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “KRC.” As of the date this report was filed, there were approximately 93 registered holders of the Company’s common stock. The following table illustrates dividends declared during 2022 and 2021 as reported on the NYSE.

2022	Per Share Common Stock Dividends Declared
First quarter	$	0.5200
Second quarter	0.5200
Third quarter	0.5400
Fourth quarter	0.5400
2021	Per Share Common Stock Dividends Declared
First quarter	$	0.5000
Second quarter	0.5000
Third quarter	0.5200
Fourth quarter	0.5200

The Company pays distributions to common stockholders quarterly each January, April, July and October, at the discretion of the board of directors. Distribution amounts depend on our FFO, financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and such other factors as the board of directors deems relevant.

The table below reflects our purchases of equity securities during the three month period leading up to December 31, 2022.

Period	Total Number of Shares (or Units) Purchased (1)	Average Price Paid per Share (or Units)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) that May Yet be Purchased Under the Plans or Programs
October 1 - October 31, 2022	—	$	—	—	$	—
November 1 - November 30, 2022	308	41.92		—	—
December 1 - December 31, 2022	—	—		—	—
Total	308	$	41.92	—	$	—

_______________________

(1)Represents shares of common stock remitted to the Company to satisfy tax withholding obligations in connection with the distribution of, or the vesting and distribution of, restricted stock units or restricted stock in shares of common stock. The value of such shares of common stock remitted to the Company was based on the closing price of the Company’s common stock on the applicable withholding date.

50

MARKET FOR KILROY REALTY, L.P.’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

There is no established public trading market for the Operating Partnership’s common units. As of the date this report was filed, there were 18 holders of record of common units (including through the Company’s general partnership interest).

The following table reports the distributions per common unit declared during the years ended December 31, 2022 and 2021.

2022	Per Unit Common Unit Distribution Declared
First quarter	$	0.5200
Second quarter	0.5200
Third quarter	0.5400
Fourth quarter	0.5400
2021	Per Unit Common Unit Distribution Declared
First quarter	$	0.5000
Second quarter	0.5000
Third quarter	0.5200
Fourth quarter	0.5200

51

PERFORMANCE GRAPH

The following line graph compares the change in cumulative stockholder return on shares of the Company’s common stock to the cumulative total return of the FTSE Nareit All Equity REIT Index, the Standard & Poor’s (“S&P”) 500 Stock Index, and the S&P Composite 1500 – Office REIT Index for the five-year period ended December 31, 2022. We include an additional index, the S&P Composite 1500 – Office REIT Index, to the performance graph since management believes it provides additional information to investors about our performance relative to a more specific peer group. The S&P Composite 1500 – Office REIT Index is a published and widely recognized index that comprises 17 office equity REITs, including us. The graph assumes the investment of $100 in us and each of the indices on December 31, 2017 and, as required by the SEC, the reinvestment of all distributions. The return shown on the graph is not necessarily indicative of future performance.

ITEM 6.    [RESERVED]

52

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

The following discussion relates to our consolidated financial statements and should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report. The results of operations discussion is combined for the Company and the Operating Partnership because there are no material differences in the results of operations between the two reporting entities.

Forward-Looking Statements

Statements contained in this “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are not historical facts may be forward-looking statements. Forward-looking statements include, among other things, statements or information concerning our plans, objectives, capital resources, portfolio performance, results of operations, projected future occupancy and rental rates, lease expirations, debt maturities, potential investments, strategies such as capital recycling, development and redevelopment activity, projected construction costs, projected construction commencement and completion dates, projected square footage of space that could be constructed on undeveloped land that we own, projected rentable square footage of or number of units in properties under construction or in the development pipeline, anticipated proceeds from capital recycling activity or other dispositions and anticipated dates of those activities or dispositions, projected increases in the value of properties, dispositions, future executive incentive compensation, pending, potential or proposed acquisitions, plans to grow our Net Operating Income and FFO, our ability to re-lease properties at or above current market rates, anticipated market conditions and demographics and other forward-looking financial data, as well as the discussion in “—Factors That May Influence Future Results of Operations,” “—Liquidity and Capital Resource of the Company,” and “—Liquidity and Capital Resources of the Operating Partnership.” Forward-looking statements can be identified by the use of words such as “believes,” “expects,” “projects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “pro forma,” “estimates” or “anticipates” and the negative of these words and phrases and similar expressions that do not relate to historical matters. Forward-looking statements are based on our current expectations, beliefs and assumptions, and are not guarantees of future performance. Forward-looking statements are inherently subject to uncertainties, risks, changes in circumstances, trends and factors that are difficult to predict, many of which are outside of our control. Accordingly, actual performance, results and events may vary materially from those indicated or implied in the forward-looking statements, and you should not rely on the forward-looking statements as predictions of future performance, results or events. Numerous factors could cause actual future performance, results and events to differ materially from those indicated in the forward-looking statements, including, among others:

•global market and general economic conditions, including periods of heightened inflation, and their effect on our liquidity and financial conditions and those of our tenants;

•adverse economic or real estate conditions generally, and specifically, in the States of California, Texas and Washington;

•risks associated with our investment in real estate assets, which are illiquid and with trends in the real estate industry;

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

•any significant downturn in tenants’ businesses;

•our ability to re-lease property at or above current market rates;

•costs to comply with government regulations, including environmental remediation;

•the availability of cash for distribution and debt service and exposure to risk of default under debt obligations;

53

•increases in interest rates and our ability to manage interest rate exposure;

•the availability of financing on attractive terms or at all, which may adversely impact our future interest expense and our ability to pursue development, redevelopment and acquisition opportunities and refinance existing debt;

•a decline in real estate asset valuations, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing, and which may result in write-offs or impairment charges;

•significant competition, which may decrease the occupancy and rental rates of properties;

•potential losses that may not be covered by insurance;

•the ability to successfully complete acquisitions and dispositions on announced terms;

•the ability to successfully operate acquired, developed and redeveloped properties;

•the ability to successfully complete development and redevelopment projects on schedule and within budgeted amounts;

•delays or refusals in obtaining all necessary zoning, land use and other required entitlements, governmental permits and authorizations for our development and redevelopment properties;

•increases in anticipated capital expenditures, tenant improvement and/or leasing costs;

•defaults on leases for land on which some of our properties are located;

•adverse changes to, or enactment or implementations of, tax laws or other applicable laws, regulations or legislation, as well as business and consumer reactions to such changes;

•risks associated with joint venture investments, including our lack of sole decision-making authority, our reliance on co-venturers’ financial condition and disputes between us and our co-venturers;

•environmental uncertainties and risks related to natural disasters;

•our ability to maintain our status as a REIT; and

•uncertainties regarding the impact of the COVID-19 pandemic, and restrictions intended to prevent its spread, on our business and the economy generally.

The factors included in this report are not exhaustive and additional factors could adversely affect our business and financial performance. For a discussion of additional factors that could materially adversely affect the Company’s and the Operating Partnership’s business and financial performance, see the discussion below as well as “Item 1A. Risk Factors,” and in our other filings with the SEC. All forward-looking statements are based on information that was available and speak only as of the dates on which they were made. We assume no obligation to update any forward-looking statement that becomes untrue because of subsequent events, new information or otherwise, except to the extent we are required to do so in connection with our ongoing requirements under federal securities laws.

54

Company Overview

We are a self-administered REIT active in premier office, life science and mixed-use submarkets in the United States. We own, develop, acquire and manage real estate assets, consisting primarily of Class A properties in Greater Los Angeles, San Diego County, the San Francisco Bay Area, Greater Seattle and Austin, Texas, which we believe have strategic advantages and strong barriers to entry. We own our interests in all of our real properties through the Operating Partnership and generally conduct substantially all of our operations through the Operating Partnership. We owned an approximate 99.0% general partnership interest in the Operating Partnership as of both December 31, 2022 and 2021. All of our properties are held in fee except for the fourteen office buildings that are held subject to long-term ground leases for the land (see Note 18 “Commitments and Contingencies” to our consolidated financial statements included in this report for additional information regarding our ground lease obligations).

2022 Operating and Development Highlights

Throughout 2022, we remained focused on creating value for our shareholders by maintaining our top notch portfolio through development, redevelopment, executing leases, and recycling capital while patiently waiting for opportunities to allocate it. We also continued to maintain a strong balance sheet and elevate our leadership position in environmental, social and corporate governance investing.

Development. We continued to execute on our development and redevelopment program during 2022. We added two completed development projects and two completed redevelopment projects to our stabilized portfolio totaling 1.1 million rentable square feet of office and life science space, and acquired one development site in one transaction for approximately $40.0 million. See “—Factors that May Influence Future Operations” for additional information regarding our development program.

Capital Recycling Program. We have continued to utilize our capital recycling program to provide additional capital to finance development expenditures, fund potential acquisitions, repay long-term debt and for other general corporate purposes. Our general strategy, depending on market conditions, is to target the disposition of non-core properties or those that have limited upside for us and redeploy the capital into acquisitions and/or development projects where we can create additional value to generate higher returns (see “—Factors that May Influence Future Operations” for additional information). In connection with this strategy, during 2022, we generated gross sales proceeds of approximately $48.0 million through the sale of one office building.

Leasing. During 2022, we executed new and renewal leases totaling 0.8 million square feet within our stabilized portfolio with an increase in GAAP rents of 29.8% and an increase in cash rents of 11.0%. Our stabilized office portfolio was 91.6% occupied and 92.9% leased as of December 31, 2022.

2022 Financing Highlights

In 2022, we entered into a $400.0 million unsecured term loan facility and made an initial draw of $200.0 million. Refer to our 2022 Financing Highlights in “—Liquidity and Capital Resources of the Operating Partnership” for a list of financing transactions completed in 2022 and Note 9, “Secured and Unsecured Debt of the Operating Partnership” to our consolidated financial statements included in this report for additional information regarding our debt and capital market activity.

55

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates, assumptions, and judgments that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting periods.

Certain accounting policies are considered to be critical accounting policies. Critical accounting policies are those policies that require our management team to make significant estimates and/or assumptions about matters that are uncertain at the time the estimates and/or assumptions are made or where we are required to make significant judgments and assumptions with respect to the practical application of accounting principles in our business operations. Critical accounting policies are by definition those policies that are material to our financial statements and for which the impact of changes in estimates, assumptions, and judgments could have a material impact to our financial statements.

The following critical accounting policies discussion reflects what we believe are the most significant estimates, assumptions, and judgments used in the preparation of our consolidated financial statements. This discussion of our critical accounting policies is intended to supplement the description of our accounting policies in the footnotes to our consolidated financial statements and to provide additional insight into the information used by management when evaluating significant estimates, assumptions, and judgments. For further discussion of our significant accounting policies, see Note 2 “Basis of Presentation and Significant Accounting Policies” to our consolidated financial statements included in this report.

Revenue Recognition

Rental revenue for office, life science and retail operating properties is our principal source of revenue. We recognize revenue from base rent (fixed lease payments), additional rent (variable lease payments, which consist of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs), parking and other lease-related revenue once all of the following criteria are met: (i) the agreement has been fully executed and delivered, (ii) services have been rendered, (iii) the amount is fixed or determinable and (iv) payment has been received or the collectability of substantially all of the amount due is probable. Minimum annual rental revenues are recognized in rental revenues on a straight-line basis over the non-cancellable term of the related lease.

Base Rent

The timing of when we commence rental revenue recognition for office, life science and retail properties depends largely on our conclusion as to whether we are or the tenant is the owner for accounting purposes of tenant improvements at the leased property. When we conclude that we are the owner of tenant improvements for accounting purposes, we record the cost to construct the tenant improvements as an asset and commence rental revenue recognition when the tenant takes possession of or controls the finished space, which is generally when tenant improvements being recorded as our assets are substantially complete. In certain instances, when we conclude that the tenant is the owner of certain tenant improvements for accounting purposes, rental revenue recognition begins when the tenant takes possession or controls the physical use of the leased space. The determination of who owns the tenant improvements is made on a lease-by-lease basis and has a significant effect on the timing of commencement of revenue recognition. Further, the Company may deliver leased space in phases, rather than for an entire building or project, resulting in various revenue commencement dates for a particular lease, which involves significant judgment surrounding when the tenant takes possession of or controls each respective phase, building or project.

56

The determination of whether we are or the tenant is the owner of tenant improvements for accounting purposes is subject to significant judgment. In making that determination, we consider numerous factors and perform a detailed evaluation of each individual lease. No one factor is determinative in reaching a conclusion. The factors we evaluate include but are not limited to the following:

•whether the lease agreement requires landlord approval of how the tenant improvement allowance is spent prior to installation of the tenant improvements;

•whether the lease agreement requires the tenant to provide evidence to the landlord supporting the cost and what the tenant improvement allowance was spent on prior to payment by the landlord for such tenant improvements;

•whether the tenant improvements are unique to the tenant or reusable by other tenants;

•whether the tenant is permitted to alter or remove the tenant improvements without the consent of the landlord or without compensating the landlord for any lost utility or diminution in fair value; and

•whether the ownership of the tenant improvements remains with the landlord or remains with the tenant at the end of the lease term.

When we conclude that we are the owner of tenant improvements for accounting purposes using the factors discussed above, we record the cost to construct the tenant improvements, including costs paid for or reimbursed by the tenants, as our capital asset. During the years ended December 31, 2022, 2021, and 2020, we capitalized $22.8 million, $37.3 million, and $15.5 million, respectively, of tenant-funded tenant improvements. The amount of tenant-funded tenant improvements recorded in any given year varies based upon the mix of specific leases executed and/or commenced during the reporting period. For these tenant-funded tenant improvements, we record the amount funded by or reimbursed by tenants as deferred revenue, which is amortized and recognized as rental income on a straight-line basis over the term of the related lease beginning upon substantial completion of the leased premises. The determination of who owns the tenant improvements has a significant impact on the amount of non-cash rental revenue that we record related to the amortization of deferred revenue for tenant-funded tenant improvements. For the years ended December 31, 2022, 2021, and 2020, we recognized $19.3 million, $16.5 million and $22.5 million, respectively, of non-cash rental revenue related to the amortization of deferred revenue recorded in connection with tenant-funded tenant improvements.

When we conclude that the tenant is the owner of certain tenant improvements for accounting purposes, we record our contribution towards those tenant-owned improvements as a lease incentive, which is included in deferred leasing costs and acquisition-related intangible assets, net on our consolidated balance sheets and amortized as a reduction to rental revenue on a straight-line basis over the term of the related lease.

For residential properties, we commence revenue recognition upon lease commencement. Residential rental revenue is recognized on a straight-line basis over the term of the related lease, net of any concessions.

When a lease is amended, which may occur from time to time, we determine whether (1) an additional right of use not included in the original lease is being granted as a result of the modification, and (2) there is an increase in the lease payments that is commensurate with the standalone price for the additional right of use. If both of those conditions are met, the amendment is accounted for as a separate lease contract. If either of those conditions are not met, the amendment is accounted for as a lease modification . Most of our lease amendments are accounted for as a modification of our operating leases which will likely require us to reassess both the lease term and fixed lease payments, including considering any prepaid or deferred rent receivables relating to the original lease, as a part of the lease payments for the modified lease.

Termination options in some of our leases allow the tenant to terminate the lease, in part or in whole, prior to the end of the lease term under certain circumstances. Termination options require advance notification from the tenant and payment of a termination fee that reimburses us for a portion of the remaining rent under the original lease term and the net book value of lease inception costs such as commissions, tenant improvements and lease

57

incentives. Termination fee income, included in rental income, is recognized on a straight-line basis from the date of the executed termination agreement through lease expiration when the amount of the fee is determinable and collectability of the fee is probable. This fee income is reduced on a straight-line basis by any deferred rent receivable related to the lease.

Additional Rent - Reimbursements from Tenants

Additional rent, consisting of amounts due from tenants for common area maintenance, real estate taxes, and other recoverable costs, are recognized in rental income in the period the recoverable costs are incurred. Additional rent where we pay the associated costs directly to third-party vendors and are reimbursed by our tenants are recognized and recorded on a gross basis, with the corresponding expense recognized in property expenses or real estate taxes.

Calculating additional rent requires an in-depth analysis of the complex terms of each underlying lease. Examples of judgments and estimates used when determining the amounts recoverable include:

•estimating the final expenses, net of accruals, that are recoverable;

•estimating the fixed and variable components of operating expenses for each building;

•conforming recoverable expense pools to those used in establishing the base year or base allowance for the applicable underlying lease; and

•concluding whether an expense or capital expenditure is recoverable pursuant to the terms of the underlying lease.

During the year, we accrue estimated additional rent in the period in which the recoverable costs are incurred based on our best estimate of the amounts to be recovered. Throughout the year, we perform analyses to match additional rent with reimbursable costs incurred to date. Additionally, during the fourth quarter of each year, we perform preliminary reconciliations and if a change in estimate is warranted, accrue additional rent or refunds. Subsequent to year end, we perform final detailed reconciliations and analyses on a lease-by-lease basis and bill or refund each tenant for any cumulative annual adjustments in the first and second quarters of each year for the previous year’s activity. Our historical experience for the years ended December 31, 2021 and 2020 has been that our final reconciliation and billing process resulted in final amounts that approximated the total annual additional rent recognized.

Uncollectible Lease Receivables and Allowances for Tenant and Deferred Rent Receivables

Current tenant receivables consist primarily of amounts due for contractual lease payments and reimbursements of common area maintenance expenses, property taxes, and other costs recoverable from tenants. Deferred rent receivables represent the amount by which the cumulative straight-line rental revenue recorded to date exceeds cash rents billed to date under the lease agreement.

We carry our current and deferred rent receivables net of allowances for amounts that may not be collected. These allowances are increased or decreased through rental income, and our determination of the adequacy of the Company’s allowances for tenant receivables includes a binary assessment of whether or not substantially all of the amounts due under a tenant’s lease agreement are probable of collection. Such assessment involves using a methodology that incorporates a specific identification analysis and an aging analysis, considering the current economic and business environment, including factors such as the age and nature of the receivables, the payment history and financial condition of the tenant, our assessment of the tenant’s ability to meet its lease obligations, and the status of negotiations of any disputes with the tenant. This determination requires significant judgment and estimates about matters that are uncertain at the time the estimates are made, including the creditworthiness of specific tenants, specific industry trends and conditions, and general economic trends and conditions. Since these factors are beyond our control, actual results can differ from our estimates, and such differences could be material. For leases that are deemed probable of collection, revenue continues to be recorded on a straight-line basis over the

58

lease term, and for some tenants may include an offsetting partial allowance for uncollectible accounts related to current tenant and deferred rent receivables that exhibit a certain level of collection risk based on the results of the assessment described above. For leases that are deemed not probable of collection, revenue is recorded as the lesser of (i) the amount which would be recognized on a straight-line basis or (ii) cash that has been received from the tenant, including deferred revenue, with any tenant and deferred rent receivable balances charged as a direct write-off against rental income in the period of the change in the collectability determination. If the collectability determination subsequently changes to being probable of collection for leases for which revenue is recorded based on cash received from the tenant, we resume recognizing revenue, including deferred revenue, on a straight-line basis and recognize incremental revenue related to the reinstatement of cumulative deferred rent receivable and deferred revenue balances, as if revenue had been recorded on a straight-line basis since the inception of the lease.

For the years ended December 31, 2022, 2021 and 2020, we recorded a net reduction to rental revenues for direct write-offs associated with transitioning certain tenants to a cash basis of reporting and an allowance for uncollectible accounts for both current tenant receivables and deferred rent receivables of approximately 0.2%, 0.3% and 2.1% of total revenues, respectively. These amounts were primarily a result of tenant creditworthiness considerations arising from the COVID-19 pandemic, and a small portion of the 2020 and 2021 amounts were restored in 2021 and 2022 based on changes in collectability assessments. Additional amounts may potentially be restored in future periods as circumstances warrant consistent with our accounting policies. In the event our estimates were not consistent with actual collections and we had to change our allowances by 1% of revenue from continuing operations, the potential impact to our net income available to common stockholders would be approximately $11.0 million, $9.6 million and $9.0 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Acquisitions

Acquisitions of operating properties and development and redevelopment opportunities generally do not meet the definition of a business and are accounted for as asset acquisitions, as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. For these asset acquisitions, we record the acquired tangible and intangible assets and assumed liabilities based on each asset’s and liability’s relative fair value at the acquisition date of the total purchase price plus any capitalized acquisition costs.

We assess and consider fair value based on estimated cash flow projections that utilize available market information and discount and/or capitalization rates that we deem appropriate. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions. The acquired assets and assumed liabilities for an operating property acquisition generally include but are not limited to: land and improvements, buildings and improvements, construction in progress and identified tangible and intangible assets and liabilities associated with in-place leases, including tenant improvements, leasing costs, value of above-market and below-market operating leases and ground leases, acquired in-place lease values and tenant relationships, if any.

The fair value of land and improvements is derived from comparable sales of land and improvements within the same submarket and/or region. The fair value of buildings and improvements, tenant improvements and leasing costs considers the value of the property as if it was vacant as well as current replacement costs and other relevant market rate information.

    The fair value of the above-market or below-market component of an acquired in-place operating lease is based upon the present value (calculated using a market discount rate) of the difference between (i) the contractual rents to be paid pursuant to the lease over its remaining non-cancellable lease term and (ii) management’s estimate of the rents that would be paid using fair market rental rates and rent escalations at the date of acquisition measured over the remaining non-cancellable term of the lease for above-market operating leases and the initial non-cancellable term plus the term of any below-market fixed rate renewal options, if applicable, for below-market operating leases. The amounts recorded for above-market operating leases are included in deferred leasing costs and acquisition-related intangible assets, net on the balance sheet and are amortized on a straight-line basis as a reduction of rental income over the remaining term of the applicable leases. The amounts recorded for below-market operating leases

59

are included in deferred revenue and acquisition-related liabilities, net on the balance sheet and are amortized on a straight-line basis as an increase to rental income over the remaining term of the applicable leases plus the term of any below-market fixed rate renewal options, if applicable. Our below-market operating leases generally do not include fixed rate or below-market renewal options. If a lease were to be terminated or if termination were determined to be likely prior to its contractual expiration (for example resulting from bankruptcy), amortization of the related above-market or below-market lease intangible would be accelerated.

The fair value of acquired in-place leases is derived based on management’s assessment of lost revenue and costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased. This fair value is based on a variety of considerations including, but not necessarily limited to: (1) the value associated with avoiding the cost of originating the acquired in-place leases; (2) the value associated with lost revenue related to tenant reimbursable operating costs estimated to be incurred during the assumed lease-up period; and (3) the value associated with lost rental revenue from existing leases during the assumed lease-up period. Factors we consider in performing these analyses include an estimate of the carrying costs during the expected lease-up periods, current market conditions, and costs to execute similar leases. In estimating carrying costs, we include real estate taxes, insurance and other operating expenses, and estimates of lost rental revenue during the expected lease-up periods based on current market demand at market rates. In estimating costs to execute similar leases, we consider leasing commissions, legal and other related expenses. The amount recorded for acquired in-place leases is included in deferred leasing costs and acquisition-related intangible assets, net on the balance sheet and amortized as an increase to depreciation and amortization expense over the remaining term of the applicable leases. If a lease were to be terminated or if termination were determined to be likely prior to its contractual expiration (for example resulting from bankruptcy), amortization of the related unamortized in-place lease intangible would be accelerated.

The determination of the fair value of any debt assumed in connection with a property acquisition is estimated by discounting the future cash flows using interest rates available for the issuance of debt with similar terms and remaining maturities.

The determination of the fair value of the acquired tangible and intangible assets and assumed liabilities of acquisitions requires us to make significant judgments and assumptions about the numerous inputs discussed above. The use of different assumptions in these fair value calculations could significantly affect the reported amounts of the allocation of our acquisition related assets and liabilities and the related depreciation and amortization expense recorded for such assets and liabilities. In addition, because the value of above and below market leases are amortized as either a reduction or increase to rental income, respectively, our judgments for these intangibles could have a significant impact on our reported rental revenues and results of operations.

Transaction costs associated with our acquisitions, including costs incurred during negotiation, are capitalized as part of the purchase price of the acquisition. During the years ended December 31, 2022, 2021 and 2020, we capitalized $0.2 million, $1.3 million, and $0.3 million, respectively, of acquisition costs.

Evaluation of Asset Impairment

We evaluate our real estate assets for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a given asset may not be recoverable. We evaluate our real estate assets for impairment on a property-by-property basis. Indicators we use to determine whether an impairment evaluation is necessary include:

•low occupancy levels, forecasted low occupancy levels or near term lease expirations at a specific property;

•current period operating or cash flow losses combined with a historical pattern or future projection of potential continued operating or cash flow losses at a specific property;

•deterioration in rental rates for a specific property as evidenced by sudden significant rental rate decreases or continuous rental rate decreases over numerous quarters, which could signal a continued decrease in future cash flow for that property;

60

•deterioration of a given rental submarket as evidenced by significant increases in market vacancy and/or negative absorption rates or continuous increases in market vacancy and/or negative absorption rates over numerous quarters, which could signal a decrease in future cash flow for properties within that submarket;

•significant increases in property sales yields, continuous increases in property sales yields over several quarters, or recent property sales at a loss within a given submarket, each of which could signal a decrease in the market value of properties;

•significant change in strategy or use of a specific property or any other event that could result in a decreased holding period, including classifying a property as held for sale, or significant development delay;

•evidence of material physical damage to the property; and

•default by a significant tenant when any of the other indicators above are present.

When we evaluate for potential impairment our real estate assets to be held and used, we first evaluate whether there are any indicators of impairment. If any impairment indicators are present for a specific real estate asset, we then perform an undiscounted cash flow analysis and compare the net carrying amount of the real estate asset to the real estate asset’s estimated undiscounted future cash flow over the anticipated holding period. If the estimated undiscounted future cash flow is less than the net carrying amount of the real estate asset, we perform an impairment loss calculation to determine if the fair value of the real estate asset is less than the net carrying value of the real estate asset. Our impairment loss calculation compares the net carrying amount of the real estate asset to the real estate asset’s estimated fair value, which may be based on estimated discounted future cash flow calculations or third-party valuations or appraisals. We recognize an impairment loss if the amount of the asset’s net carrying amount exceeds the asset’s estimated fair value. If we recognize an impairment loss, the estimated fair value of the asset becomes its new cost basis. For a depreciable long-lived asset, the new cost basis would be depreciated (amortized) over the remaining useful life of that asset. If a real estate asset is designated as real estate held for sale, it is carried at the lower of the net carrying value or estimated fair value less costs to sell, and depreciation ceases.

Our undiscounted cash flow and fair value calculations contain uncertainties because they require management to make assumptions and to apply judgment to estimate future cash flow and property fair values, including determining our estimated holding period and selecting the discount or capitalization rate that reflects the risk inherent in future cash flow. Estimating projected cash flow is highly subjective as it requires assumptions related to future rental rates, tenant allowances, operating expenditures, property taxes, capital improvements, and occupancy levels. We are also required to make a number of assumptions relating to future economic and market events and prospective operating trends. Determining the appropriate capitalization rate also requires significant judgment and is typically based on many factors including the prevailing rate for the market or submarket, as well as the quality and location of the properties. Further, capitalization rates can fluctuate resulting from a variety of factors in the overall economy or within regional markets. If the actual net cash flow or actual market capitalization rates significantly differ from our estimates, the impairment evaluation for an individual asset could be materially affected.

For each property where such an indicator occurred and/or for properties within a given submarket where such an indicator occurred, we completed an impairment evaluation. After completing this process, we determined that for each of the operating properties evaluated, undiscounted cash flows over the holding period were in excess of carrying value and, therefore, we did not record any impairment losses for these properties for the years ended December 31, 2022, 2021 and 2020.

Cost Capitalization and Depreciation

We capitalize costs associated with development and redevelopment activities, capital improvements, and tenant improvements, including internal compensation costs. For the years ended December 31, 2022, 2021 and 2020, we capitalized $19.9 million, $20.7 million and $21.8 million, respectively, of internal costs to our qualifying development and redevelopment projects. In addition, for development and redevelopment projects, we also

61

capitalize the following costs during periods in which activities necessary to prepare the project for its intended use are in progress: interest costs based on the weighted average interest rate of our outstanding indebtedness for the period, real estate taxes and insurance.

Amounts capitalized are depreciated or amortized over estimated useful lives determined by management. We depreciate buildings and improvements based on the estimated useful life of the asset, and we amortize tenant improvements over the shorter of the estimated useful life or estimated remaining life of the related lease. All capitalized costs are depreciated or amortized using the straight-line method.

Determining whether expenditures meet the criteria for capitalization and the assignment of depreciable lives requires management to exercise significant judgment. Expenditures that meet one or more of the following criteria generally qualify for capitalization:

•provide benefit in future periods;

•extend the useful life of the asset beyond our original estimates; and

•increase the quality of the asset beyond our original estimates.

Our historical experience has demonstrated that we have not had material write-offs of assets and that our depreciation and amortization estimates have been reasonable and appropriate.

62

Share-Based Incentive Compensation Accounting

At December 31, 2022, the Company had one share-based incentive compensation plan, the Kilroy Realty 2006 Incentive Award Plan, which is described more fully in Note 15 “Share-Based and Other Compensation” to our consolidated financial statements included in this report. The Executive Compensation Committee determines compensation for executive officers, as defined in Rule 16 under the Exchange Act. Compensation cost for all share-based awards, including options, requires an estimate of fair value on the grant date and compensation cost is recognized on a straight-line basis over the service vesting period, which represents the requisite service period. The grant date fair value for compensation programs that contain market conditions, like modifiers based on total stockholder return (a “market condition”), are performed using complex pricing valuation models that require the input of assumptions, including judgments to estimate expected stock price volatility, expected life, and forfeiture rate. Specifically, the grant date fair value of share-based compensation programs that include market conditions are calculated using a Monte Carlo simulation pricing model. Additionally, certain of our market condition share-based compensation programs also contain pre-defined financial performance conditions, including FFO per share and debt to EBITDA ratio goals which can impact the number of restricted stock units ultimately earned. This variability relating to the level of the performance condition achieved requires management’s judgment and estimates, which impacts compensation cost recognized for these awards during the performance period. As of December 31, 2022, the performance condition for certain of our outstanding market condition share-based compensation programs has been met and compensation cost for these awards is no longer variable. For these awards, although the number of restricted stock units ultimately earned remains variable subject to the ultimate achievement level of the market condition, compensation cost is no longer variable for these awards as the market condition was already taken into consideration as part of the grant date fair value calculation. As of December 31, 2022, there are certain outstanding share-based compensation awards where the achievement of the performance condition is yet unknown as the award is still within its performance measurement period. For these awards, compensation cost and the number of restricted stock units ultimately earned remains variable and compensation cost for these awards is recorded based the estimated level of achievement of the performance conditions through the requisite service period. Changes to compensation cost resulting from changes in the estimated level of achievement of the performance conditions are recorded as cumulative adjustments in the period the change in the estimated level of achievement of the performance conditions is determined.

For the years ended December 31, 2022, 2021, and 2020 we recorded approximately $18.9 million, $26.2 million, and $23.4 million, respectively, of compensation cost related to programs that were subject to such valuation models. If the valuation of the grant date fair value for such programs changed by 10%, the potential impact to our net income available to common stockholders would be approximately $1.5 million, $2.3 million, and $2.0 million for the years ended December 31, 2022, 2021, and 2020, respectively.

63

Factors That May Influence Future Results of Operations

Development and Redevelopment Programs

We believe that a portion of our long-term future growth will continue to come from the completion of our in-process development and redevelopment projects and, subject to market conditions, executing on our future development pipeline, including expanding entitlements. Over the past several years, we increased our focus on development and redevelopment opportunities and expanded our future development pipeline through targeted acquisitions of development opportunities on the West Coast and in Austin, Texas.

We have a proactive planning process by which we continually evaluate the size, timing, costs and scope of our development and redevelopment programs and, as necessary, scale activity to reflect the economic conditions and the real estate fundamentals that exist in our submarkets. We expect to execute on our development and redevelopment programs with prudence and will be pursuing opportunities with attractive economic returns in strategic locations with proximity to public transportation or transportation access and retail amenities and in markets with strong fundamentals and visible demand. We plan to develop in phases, as appropriate, and we generally favor starting projects with pre-leasing activity.

Stabilized Development & Redevelopment Projects

During the year ended December 31, 2022, we completed and added the following development and redevelopment projects to our stabilized portfolio:

•333 Dexter, South Lake Union, Seattle, Washington. We commenced construction on this project in June 2017. This project totals 618,766 square feet of office space at a total estimated investment of $385.0 million and 100% of the project is leased to a global technology company. In June 2020, we completed construction and commenced revenue recognition on the first phase of the project, and in April 2022, we completed construction and commenced revenue recognition on the remaining phases of the project.

•2100 Kettner, Little Italy, San Diego, California. We commenced construction on this project in September 2019. This project is comprised of 204,682 square feet of office space for a total estimated investment of $140.0 million. In August 2022, we added the project to the stabilized portfolio. The project is 15% leased.

•12340 El Camino Real, Del Mar, San Diego, California. In December 2021, we began the phased redevelopment of this property, comprised of 109,307 square feet, for life science use, with total estimated redevelopment costs of $40.0 million, inclusive of the depreciated basis of the building. We completed construction and added the project to the stabilized portfolio in August 2022. The project is 100% leased to a life science tenant.

•12400 High Bluff Drive, Del Mar, San Diego, California. In March 2022, we began the phased redevelopment of this property. We executed a lease with a life science tenant for 181,949 square feet of this property, of which we redeveloped approximately 144,000 square feet at total estimated redevelopment costs of $50.0 million, inclusive of 66% of the depreciated basis of the building which was subject to redevelopment. We completed construction and added the project to the stabilized portfolio in August 2022.

64

In-Process Development Projects - Tenant Improvement

As of December 31, 2022, the following project was in the tenant improvement phase:

•Indeed Tower, Austin CBD, Austin, Texas. We acquired this project upon core/shell completion in June 2021. This project encompasses approximately 734,000 square feet of office space at a total estimated investment of $690.0 million and is 71% leased to 12 tenants with 42% of the space leased to Indeed, Inc. through 2034. We currently expect this project to reach stabilization in the fourth quarter of 2023.

In-Process Development Projects - Under Construction

As of December 31, 2022, we had two projects in our in-process development pipeline that were under construction:

•Kilroy Oyster Point (Phase 2), South San Francisco, California. In June 2021, we commenced construction on Phase 2 of this 39-acre life science campus situated on the waterfront in South San Francisco. The second phase encompasses approximately 875,000 square feet of office space across three buildings at a total estimated investment of $940.0 million.

•9514 Towne Centre Drive, University Towne Center, San Diego, California. In September 2021, we commenced construction on this project, which is comprised of approximately 71,000 square feet of office space at a total estimated investment of $60.0 million. The building is 100% leased.

In-Process Redevelopment - Under Construction

As of December 31, 2022, we had two redevelopment projects under construction:

•4690 Executive Drive, University Towne Center, San Diego, California. In March 2022, we began the phased redevelopment of this property, comprised of approximately 52,000 square feet, for life science use. We expect to complete redevelopment of the project in the third quarter of 2023 with total estimated redevelopment costs of $25.0 million, inclusive of the depreciated basis of the building. The project is 100% leased to a life science tenant.

•4400 Bohannon Drive, Menlo Park, California. In December 2022, we began the redevelopment of this property, comprised of approximately 48,000 square feet, for life science use. We expect to complete the redevelopment of the project in the third quarter of 2025 with total estimated redevelopment costs of $55.0 million, inclusive of the depreciated basis of the building.

65

Future Development Pipeline

As of December 31, 2022, our future development pipeline included eight future projects located in Greater Los Angeles, San Diego County, the San Francisco Bay Area, Greater Seattle and Austin with an aggregate cost basis of approximately $1.2 billion, at which we believe we could develop more than 6.5 million rentable square feet for a total estimated investment of approximately $7.0 billion to $8.0 billion, depending on successfully obtaining entitlements and market conditions.

The following table sets forth information about our future development pipeline.

Future Development Pipeline	Location	Approx. Developable Square Feet (1)	Total Costs as of 12/31/2022 ($ in millions)(2)
Greater Los Angeles
1633 26th Street	West Los Angeles	190,000	$	14.7
San Diego County
Santa Fe Summit South / North	56 Corridor	600,000 - 650,000	108.3
2045 Pacific Highway	Little Italy	275,000	55.8
Kilroy East Village	East Village	TBD	66.2
San Francisco Bay Area
Kilroy Oyster Point - Phases 3 and 4	South San Francisco	875,000 - 1,000,000	216.5
Flower Mart	SOMA	2,300,000	529.5
Greater Seattle
SIX0 - Office & Residential	Denny Regrade	925,000	180.2
Austin
Stadium Tower	Stadium District / Domain	493,000	60.7
TOTAL:			$	1,231.9

________________________

(1)The developable square feet and scope of projects could change materially from estimated data provided due to one or more of the following: any significant changes in the economy, market conditions, our markets, tenant requirements and demands, construction costs, new supply, regulatory and entitlement processes or project design.

(2)Represents cash paid and costs incurred, including accrued liabilities in accordance with GAAP, as of December 31, 2022.

Fluctuations in our development activities could cause fluctuations in the average development asset balances qualifying for interest and other carrying cost and internal cost capitalization in future periods. During the years ended December 31, 2022 and 2021, we capitalized interest on in-process development projects and future development pipeline projects with an average aggregate cost basis of approximately $2.0 billion, as it was determined these projects qualified for interest and other carrying cost capitalization under GAAP. In the event of an extended cessation of development activities, such projects may potentially no longer qualify for capitalization of interest or other carrying costs. For the years ended December 31, 2022 and 2021, we capitalized $77.5 million and $80.2 million, respectively, of interest to our qualifying development and redevelopment projects. For the years ended December 31, 2022 and 2021, we capitalized $19.9 million and $20.7 million, respectively, of internal costs to our qualifying redevelopment and development projects.

Capital Recycling Program

We continuously evaluate opportunities for the potential disposition of non-core properties and undeveloped land in our portfolio or the formation of strategic ventures with the intent of recycling the proceeds generated into capital used to fund new operating and development acquisitions, to finance development and redevelopment expenditures, to repay long-term debt and for other general corporate purposes. As part of this strategy, we attempt to enter into Section 1031 Exchanges and other tax deferred transaction structures, when possible, to defer some or all of the taxable gains on the sales, if any, for federal and state income tax purposes. See the “Liquidity and Capital Resources of the Operating Partnership – Liquidity Sources” section for further discussion of our capital recycling activities.

66

In connection with our capital recycling strategy, during 2022, we completed the sale of one office property to an unaffiliated third party for total gross sales proceeds of $48.0 million. During 2021, we completed the sale of three office properties to unaffiliated third parties for total gross sales proceeds of $1.12 billion.

The timing of any potential future disposition or strategic venture transactions will depend on market conditions and other factors, including but not limited to our capital needs, the availability of financing for potential buyers (which has been and may continue to be constrained for some potential buyers due to current economic and market conditions), and our ability to defer some or all of the taxable gains on the sales. We cannot assure that we will dispose of any additional properties, enter into any additional strategic ventures, or that we will be able to identify and complete the acquisition of a suitable replacement property to effect a Section 1031 Exchange or be able to use other tax deferred structures in connection with our strategy. See the “Liquidity and Capital Resources of the Operating Partnership – Liquidity Sources” section for further information.

Acquisitions

As part of our growth strategy, which is highly dependent on market conditions and business cycles, among other factors, we continue to evaluate strategic opportunities and remain a disciplined buyer of development and redevelopment opportunities as well as value-add and strategic operating properties and land.  We focus on growth opportunities primarily in markets populated by knowledge and creative-based tenants in a variety of industries, including technology, media, healthcare, life sciences, entertainment and professional services.  Against the backdrop of market volatility, we expect to manage a strong balance sheet, execute on our development and redevelopment programs and selectively evaluate opportunities that we believe have the potential to either add immediate Net Operating Income to our portfolio or play a strategic role in our future growth.

During the year ended December 31, 2022, we acquired one development site in one transaction for a total cash purchase price of $40.0 million. During the year ended December 31, 2021, we acquired one operating property, the land underlying a historical ground lease and two development properties in four transactions for a total cash purchase price of $1.16 billion. We generally finance our acquisitions through proceeds from the issuance of debt and equity securities, borrowings under our unsecured revolving credit facility, proceeds from our capital recycling program, the assumption of existing debt and cash flows from operations.

In connection with our growth strategy, we often have one or more potential acquisitions of properties and/or undeveloped land under consideration that are in varying stages of negotiation and due diligence review, or under contract, at any point in time. However, we cannot provide assurance that we will enter into any agreements to acquire properties, or undeveloped land, or that the potential acquisitions contemplated by any agreements we may enter into in the future will be completed. In addition, acquisitions are subject to various risks and uncertainties and we may be unable to complete an acquisition after making a nonrefundable deposit or incurring acquisition-related costs.

Incentive Compensation

Our Executive Compensation Committee determines compensation, including cash bonuses and equity incentives, for our executive officers, as defined in Rule 16 under the Exchange Act. For 2022, the annual cash bonus program was structured to allow the Executive Compensation Committee to evaluate a variety of key quantitative and qualitative metrics at the end of the year and make a determination based on the Company’s and management’s overall performance. Our Executive Compensation Committee also grants equity incentive awards from time to time that include performance-based and/or market-measure based vesting requirements and time-based vesting requirements. As a result, accrued incentive compensation and compensation expense for future awards may be affected by our operating and development performance, financial results, stock price, performance against applicable performance-based vesting goals, market conditions, liquidity measures, and other factors. Consequently, we cannot predict the amounts that will be recorded in future periods related to such incentive compensation.

As of December 31, 2022, there was approximately $25.1 million of total unrecognized compensation cost related to outstanding nonvested RSUs issued under share-based compensation arrangements. Those costs are expected to be recognized over a weighted-average period of 1.7 years. The ultimate amount of compensation cost

67

recognized related to outstanding nonvested RSUs issued under share-based compensation arrangements may vary for performance-based RSUs that are still in the performance period based on performance against applicable performance-based vesting goals. The $25.1 million of unrecognized compensation cost does not reflect the future compensation cost for any potential share-based awards that may be issued subsequent to December 31, 2022. Share-based compensation expense for potential future awards could be affected by our operating and development performance, financial results, stock price, performance against applicable performance-based vesting goals, market conditions and other factors. For additional information regarding our equity incentive awards, see Note 15 “Share-Based and Other Compensation” to our consolidated financial statements included in this report.

Information on Leases Commenced and Executed

Leasing Activity and Changes in Rental Rates. The amount of net rental income generated by our properties depends principally on our ability to maintain the occupancy rates of currently leased space and to lease currently available space, newly developed or redeveloped properties, newly acquired properties with vacant space, and space available from unscheduled lease terminations. The amount of rental income we generate also depends on our ability to maintain or increase rental rates in our submarkets. Negative trends in one or more of these factors could adversely affect our rental income in future periods. The following tables set forth certain information regarding leasing activity for our stabilized portfolio during the year ended December 31, 2022.

For Leases Commenced (1)

Year to Date	Number of Leases (2)		Rentable Square Feet (2)		Weighted Average Lease Term (in months)	TI/LC per Sq. Ft. (3)		TI/LC per Sq. Ft. / Year		Changes in Rents (4)		Changes in Cash Rents (5)
	New	Renewal	New	Renewal
2nd Generation (6)	46	31	580,943	290,138	75	$	60.18	$	9.63	31.3	%	12.4	%
Development Leasing (7)	10	1	932,439	945	146	133.26		10.95
Total	56	32	1,513,382	291,083

For Leases Executed (1)(8)

Year to Date	Number of Leases (2)		Rentable Square Feet (2)		Weighted Average Lease Term (in months)	TI/LC per Sq. Ft. (3)		TI/LC per Sq. Ft. / Year		Changes in Rents (4)		Changes in Cash Rents (5)		Retention Rates (9)
	New	Renewal	New	Renewal
2nd Generation (6)	46	31	468,900	290,138	84	$	66.79	$	9.54	29.8	%	11.0	%	30.7	%
Development Leasing (7)	8	1	133,273	945	147	161.31		13.17
Total	54	32	602,173	291,083

________________________

(1)Includes 100% of consolidated property partnerships.

(2)Represents leasing activity for leases that commenced or were signed during the period in the stabilized and development and redevelopment portfolios, net of month-to-month leases.

(3)Tenant improvements and leasing commissions per square foot exclude tenant-funded tenant improvements.

(4)Calculated as the change between GAAP rents for new/renewed leases and the expiring GAAP rents for the same space. Space that was vacant when the property was acquired is excluded from our change in rents calculations to provide a more meaningful market comparison.

(5)Calculated as the change between stated rents for new/renewed leases and the expiring stated rents for the same space. Space that was vacant when the property was acquired is excluded from our change in rents calculations to provide a more meaningful market comparison.

(6)Second generation leasing includes space where we have made capital expenditures to maintain the current market revenue stream. Includes leases for which re-leasing timing was impacted by the COVID-19 pandemic.

(7)Represents leases commenced or executed on new construction added to the stabilized portfolio, as well as in our development and redevelopment portfolios where we have made capital expenditures that resulted in additional revenue generated when the space was re-leased.

(8)For the year ended December 31, 2022, 24 new leases totaling 327,133 rentable square feet were signed but not commenced as of December 31, 2022.

(9)Calculated as the percentage of space either renewed or expanded into by existing tenants or subtenants at lease expiration.

As of December 31, 2022, we believe that the weighted average cash rental rates for our total stabilized portfolio are approximately 10% below the current average market rental rates. Individual properties within any particular submarket presently may be leased either above, below, or at the current market rates within that

68

submarket, and the average rental rates for individual submarkets may be above, below, or at the average cash rental rate of our portfolio.

Our rental rates and occupancy are impacted by general economic conditions, including the pace of regional economic growth and access to capital. Therefore, we cannot give any assurance that leases will be renewed or that available space will be re-leased at rental rates equal to or above the current market rates.

We have continued to see an increase in prospective tenant tours, inquiries and leasing activity as compared to 2020 levels. While we do not believe that our development leasing and ability to renew leases scheduled to expire has been significantly impacted by the COVID-19 pandemic, we do believe that the economic uncertainty caused by the timing and extent of employees returning to offices has impacted the timing and volume of leasing and may continue to do so in the future. Additionally, decreased demand, increased competition (including sublease space available from our tenants) and other negative trends or unforeseeable events that impair our ability to timely renew or re-lease space could have further negative effects on our future financial condition, results of operations, and cash flows.

Scheduled Lease Expirations. The following tables set forth certain information regarding our lease expirations for our stabilized portfolio for the next five years and by region for the next two years.

Lease Expirations (1)

Year of Lease Expiration	Number of Expiring Leases	Total Square Feet	% of Total Leased Sq. Ft.		Annualized Base Rent (2)(3)		% of Total Annualized Base Rent (2)		Annualized Base Rent per Sq. Ft. (2)
					(in thousands)
2023	63	1,504,289	10.3	%	$	72,367	8.8	%	$	48.11
2024	76	1,153,427	7.9	%	54,973		6.7	%	47.66
2025	64	745,112	5.1	%	37,168		4.5	%	49.88
2026	54	1,940,792	13.3	%	90,757		11.1	%	46.76
2027	62	1,043,534	7.2	%	41,487		5.1	%	39.76
Total	319	6,387,154	43.8	%	$	296,752	36.2	%	$	46.46

Year	Region	# of Expiring Leases	Total Square Feet	% of Total Leased Sq. Ft.		Annualized Base Rent (2)(3)		% of Total Annualized Base Rent (2)		Annualized Rent per Sq. Ft. (2)
						(in thousands)
2023	Greater Los Angeles	39	538,031	3.7	%	$	24,907	3.0	%	$	46.29
	San Diego County	9	174,914	1.2	%	7,670		0.9	%	43.85
	San Francisco Bay Area	10	326,443	2.2	%	19,907		2.4	%	60.98
	Greater Seattle	5	464,901	3.2	%	19,883		2.5	%	42.77
	Total	63	1,504,289	10.3	%	$	72,367	8.8	%	$	48.11
2024	Greater Los Angeles	44	561,449	3.9	%	$	24,629	3.0	%	$	43.87
	San Diego County	9	57,303	0.3	%	3,199		0.4	%	55.83
	San Francisco Bay Area	12	288,538	2.0	%	18,663		2.3	%	64.68
	Greater Seattle	11	246,137	1.7	%	8,482		1.0	%	34.46
	Total	76	1,153,427	7.9	%	$	54,973	6.7	%	$	47.66

_____________________ 

(1)    For leases that have been renewed early with existing tenants, the expiration date and annualized base rent information presented takes into consideration the renewed lease terms. Excludes leases not commenced as of December 31, 2022, space leased under month-to-month leases, storage leases, vacant space and future lease renewal options not executed as of December 31, 2022.

(2)    Annualized base rent includes the impact of straight-lining rent escalations and the amortization of free rent periods and excludes the impact of the following: amortization of deferred revenue related tenant-funded tenant improvements, amortization of above/below market rents, amortization for lease incentives due under existing leases, and expense reimbursement revenue. Additionally, the underlying leases contain various expense structures including full service gross, modified gross and triple net. Percentages represent percentage of total portfolio annualized contractual base rental revenue. For additional information on tenant improvement and leasing commission costs incurred by the Company for the current reporting period, please see further discussion under the caption “Information on Leases Commenced and Executed.”

(3)    Includes 100% of annualized base rent of consolidated property partnerships.

69

In addition to the 1.4 million rentable square feet, or 8.4%, of currently available space in our stabilized portfolio, leases representing approximately 10.3% and 7.9% of the occupied square footage of our stabilized portfolio are scheduled to expire during 2023 and 2024, respectively. The leases scheduled to expire in 2023 and 2024 represent approximately 2.7 million rentable square feet, or 15.5%, of our total annualized base rental revenue.

Sublease Space. Of our leased space as of December 31, 2022, approximately 1.4 million rentable square feet, or 8.7% of the square footage in our stabilized portfolio, was available for sublease, primarily in the San Francisco Bay Area region. Of the 8.7% of available sublease space in our stabilized portfolio as of December 31, 2022, approximately 6.9% was vacant space, and the remaining 1.8% was occupied. Of the approximately 1.4 million rentable square feet available for sublease as of December 31, 2022, approximately 52,437 rentable square feet representing four leases are scheduled to expire in 2023, and approximately 228,820 rentable square feet representing six leases are scheduled to expire in 2024.

70

Stabilized Portfolio Information

As of December 31, 2022, our stabilized portfolio was comprised of 119 office and life science properties encompassing an aggregate of approximately 16.2 million rentable square feet and 1,001 residential units. Our stabilized portfolio includes all of our properties with the exception of development properties currently committed for construction, under construction or in the tenant improvement phase, redevelopment projects under construction, undeveloped land and real estate assets held for sale. We define redevelopment properties as those properties for which we expect to spend significant development and construction costs on the existing or acquired buildings pursuant to a formal plan, the intended result of which is a higher economic return on the property. We define properties in the tenant improvement phase as office and life science properties that we are developing or redeveloping where the project has reached cold shell condition and is ready for tenant improvements, which may require additional major base building construction before being placed in service. Projects in the tenant improvement phase are added to our stabilized portfolio once the project reaches the earlier of 95% occupancy or one year from the date of the cessation of major base building construction activities. Costs capitalized to construction in progress for development and redevelopment properties are transferred to land and improvements, buildings and improvements, and deferred leasing costs on our consolidated balance sheets at the historical cost of the property as the projects or phases of projects are placed in service.

We did not have any properties held for sale at December 31, 2022. Our stabilized portfolio also excludes our future development pipeline, which as of December 31, 2022 was comprised of eight potential development sites, representing approximately 64 gross acres of undeveloped land on which we believe we have the potential to develop more than 6.5 million rentable square feet, depending upon economic conditions.

As of December 31, 2022, the following properties were excluded from our stabilized portfolio:

	Number of Properties/Projects	Estimated Rentable Square Feet (1)
In-process development projects - tenant improvement	1	734,000
In-process development projects - under construction	2	946,000
In-process redevelopment projects - under construction	2	100,000

________________________

(1)Estimated rentable square feet upon completion.

The following table reconciles the changes in the rentable square feet in our stabilized office portfolio of operating properties from December 31, 2021 to December 31, 2022:

	Number of Buildings	Rentable Square Feet
Total as of December 31, 2021	120	15,456,528
Completed development properties placed in-service	4	1,149,273
Properties transferred to development and redevelopment	(4)	(350,581)
Dispositions	(1)	(96,085)
Remeasurement	—	35,011
Total as of December 31, 2022 (1)	119	16,194,146

________________________

(1)Includes four properties owned by consolidated property partnerships (see Note 2 “Basis of Presentation and Significant Accounting Policies” to our consolidated financial statements included in this report for additional information).

71

Occupancy Information

The following table sets forth certain information regarding our stabilized portfolio:

Stabilized Portfolio Occupancy

Region	Number of Buildings	Rentable Square Feet	Occupancy at (1)
			12/31/2022		12/31/2021		12/31/2020
Greater Los Angeles	53	4,332,319	85.2	%	86.1	%	88.1	%
San Diego County	23	2,697,920	86.2	%	95.9	%	85.2	%
San Francisco Bay Area	33	6,163,729	95.5	%	92.4	%	94.5	%
Greater Seattle	10	3,000,178	97.7	%	97.2	%	94.7	%
Total Stabilized Office Portfolio	119	16,194,146	91.6	%	91.9	%	91.2	%

	Average Occupancy
	Year Ended December 31,
	2022		2021
Stabilized Office Portfolio (1)	91.2	%	91.7	%
Same Store Portfolio (2)	91.0	%	91.9	%
Residential Portfolio (3)	93.5	%	78.0	%

_____________________

(1)    Occupancy percentages reported are based on our stabilized office portfolio as of the end of the period presented and exclude occupancy percentages of properties held for sale. Represents economic occupancy.

(2)    Occupancy percentages reported are based on office properties owned and stabilized as of January 1, 2021 and still owned and stabilized as of December 31, 2022 and exclude our residential portfolio. See discussion under “Results of Operations” for additional information.

(3)    Our residential portfolio consists of our 200-unit residential tower and 193-unit Jardine project in Hollywood, California and 608 residential units at our One Paseo mixed-use project in Del Mar, California.

72

Results of Operations

Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021

Net Operating Income

Management internally evaluates the operating performance and financial results of our stabilized portfolio based on Net Operating Income. We define “Net Operating Income” as consolidated operating revenues (rental income and other property income) less consolidated operating expenses (property expenses, real estate taxes and ground leases).

Net Operating Income is considered by management to be an important and appropriate supplemental performance measure to net income because we believe it helps both investors and management to understand the core operations of our properties excluding corporate and financing-related costs and non-cash depreciation and amortization. Net Operating Income is an unlevered operating performance metric of our properties and allows for a useful comparison of the operating performance of individual assets or groups of assets. This measure thereby provides an operating perspective not immediately apparent from GAAP income from operations or net income. In addition, Net Operating Income is considered by many in the real estate industry to be a useful starting point for determining the value of a real estate asset or group of assets. Other real estate companies may use different methodologies for calculating Net Operating Income, and accordingly, our presentation of Net Operating Income may not be comparable to other real estate companies. Because of the exclusion of the items shown in the reconciliation below, Net Operating Income should only be used as a supplemental measure of our financial performance and not as an alternative to GAAP income from operations or net income.

Management further evaluates Net Operating Income by evaluating the performance from the following property groups:

•Same Store Properties – includes the consolidated results of all of the office properties that were owned and included in our stabilized portfolio for two comparable reporting periods, i.e., owned and included in our stabilized portfolio as of January 1, 2021 and still owned and included in the stabilized portfolio as of December 31, 2022, including our 200-unit residential tower in Hollywood, California and 608 residential units at our One Paseo mixed-use project in Del Mar, California;

•Development Properties – includes the results generated by certain of our in-process development and redevelopment projects, expenses for certain of our future development projects and the results generated by the following stabilized development and redevelopment properties:

◦One office building that was added to the stabilized portfolio in the second quarter of 2021;

◦Two office buildings that were added to the stabilized portfolio in the third quarter of 2021;

◦Two office buildings that were added to the stabilized portfolio in the fourth quarter of 2021;

◦One office building that was added to the stabilized portfolio in the second quarter of 2022;

◦Three office buildings that were added to the stabilized portfolio in the third quarter of 2022; and

◦193 residential units at our Jardine project in Hollywood, California that were added to the stabilized portfolio in the second quarter of 2021;

•Acquisition Properties – includes the results, from the date of acquisition through the periods presented, for the one property acquired in the third quarter of 2021; and

•Disposition Properties – includes the results of one property disposed of in the first quarter of 2021, two properties disposed of in the fourth quarter of 2021 and one property disposed of in the third quarter of 2022.

73

The following table sets forth certain information regarding the property groups within our stabilized office portfolio as of December 31, 2022.

Group	# of Buildings	Rentable Square Feet
Same Store Properties	109	13,556,582
Stabilized Development Properties (1)	9	2,098,338
Acquisition Properties	1	539,226
Total Stabilized Portfolio	119	16,194,146

________________________

(1)Excludes development projects in the tenant improvement phase, our in-process development and redevelopment projects and future development projects.

The following table summarizes our Net Operating Income, as defined, for our total portfolio for the years ended December 31, 2022 and 2021.

	Year Ended December 31,				Dollar Change		Percentage Change
	2022		2021
	($ in thousands)
Reconciliation of Net Income Available to Common Stockholders to Net Operating Income, as defined:
Net Income Available to Common Stockholders	$	232,615	$	628,144	$	(395,529)	(63.0)	%
Net income attributable to noncontrolling common units of the Operating Partnership	2,283		6,163		(3,880)		(63.0)	%
Net income attributable to noncontrolling interests in consolidated property partnerships	24,595		24,603		(8)		—	%
Net income	$	259,493	$	658,910	$	(399,417)	(60.6)	%
Unallocated expense (income):
General and administrative expenses	93,642		92,749		893		1.0	%
Leasing costs	4,879		3,249		1,630		50.2	%
Depreciation and amortization	357,611		310,043		47,568		15.3	%
Interest income and other net investment gain	(1,765)		(3,916)		2,151		(54.9)	%
Interest expense	84,278		78,555		5,723		7.3	%
Loss on early extinguishment of debt	—		12,246		(12,246)		100.0	%
Gains on sales of depreciable operating properties	(17,329)		(463,128)		445,799		(96.3)	%
Net Operating Income, as defined	$	780,809	$	688,708	$	92,101	13.4	%

74

The following tables summarize our Net Operating Income, as defined, for our total portfolio for the years ended December 31, 2022 and 2021.

	Year Ended December 31,
	2022										2021
	Same Store		Develop- ment		Acquisi- tion		Disposi- tion		Total		Same Store		Develop- ment		Acquisi- tion		Disposi- tion		Total
	(in thousands)
Operating revenues:
Rental income	$	877,925	$	172,208	$	33,748	$	2,137	$	1,086,018	$	839,604	$	72,697	$	9,908	$	26,785	$	948,994
Other property income	9,110		1,628		183		48		10,969		5,754		237		40		15		6,046
Total	887,035		173,836		33,931		2,185		1,096,987		845,358		72,934		9,948		26,800		955,040
Property and related expenses:
Property expenses	169,887		28,078		3,712		1,067		202,744		148,789		11,163		1,307		4,443		165,702
Real estate taxes	84,223		18,821		2,649		176		105,869		81,897		8,580		840		1,892		93,209
Ground leases	7,162		403		—		—		7,565		7,390		31		—		—		7,421
Total	261,272		47,302		6,361		1,243		316,178		238,076		19,774		2,147		6,335		266,332
Net Operating Income, as defined	$	625,763	$	126,534	$	27,570	$	942	$	780,809	$	607,282	$	53,160	$	7,801	$	20,465	$	688,708

	Year Ended December 31, 2022 as compared to the Year Ended December 31, 2021
	Same Store				Development				Acquisition				Disposition				Total
	Dollar Change		Percent Change		Dollar Change		Percent Change		Dollar Change		Percent Change		Dollar Change		Percent Change		Dollar Change		Percent Change
	($ in thousands)
Operating revenues:
Rental income	$	38,321	4.6	%	$	99,511	136.9	%	$	23,840	240.6	%	$	(24,648)	(92.0)	%	$	137,024	14.4	%
Other property income	3,356		58.3	%	1,391		586.9	%	143		357.5	%	33		220.0	%	4,923		81.4	%
Total	41,677		4.9	%	100,902		138.3	%	23,983		241.1	%	(24,615)		(91.8)	%	141,947		14.9	%
Property and related expenses:
Property expenses	21,098		14.2	%	16,915		151.5	%	2,405		184.0	%	(3,376)		(76.0)	%	37,042		22.4	%
Real estate taxes	2,326		2.8	%	10,241		119.4	%	1,809		215.4	%	(1,716)		(90.7)	%	12,660		13.6	%
Ground leases	(228)		(3.1)	%	372		NM*		—		—	%	—		—	%	144		1.9	%
Total	23,196		9.7	%	27,528		139.2	%	4,214		196.3	%	(5,092)		(80.4)	%	49,846		18.7	%
Net Operating Income, as defined	$	18,481	3.0	%	$	73,374	138.0	%	$	19,769	253.4	%	$	(19,523)	(95.4)	%	$	92,101	13.4	%

________________________ 

* Percentage not meaningful.

75

Net Operating Income increased $92.1 million, or 13.4%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021 primarily resulting from:

•An increase of $18.5 million attributable to the Same Store Properties which was driven by the following activity:

•An increase in total operating revenues of $41.7 million, or 4.9%, primarily due to the following:

•$20.2 million net increase resulting from a $18.3 million increase from new leases and renewals at higher rates in all regions, $2.4 million increase due to the recognition of deferred rent balances associated with tenants restored from a cash basis of revenue recognition, $1.5 million higher collections from tenants and $0.7 million increase in residential and other miscellaneous income, partially offset by a $2.7 million decrease due to lower occupancy and lease modifications primarily in the Greater Los Angeles and San Francisco Bay Area regions;

•$17.3 million increase in the tenant reimbursements component of rental income primarily due to higher operating expenses and lower abatements;

•$7.2 million increase due to higher parking income, of which $4.3 million relates to an increase in the number of monthly parking spaces rented as a result of tenants returning to the office and $2.9 million relates to higher transient parking income;

•$3.1 million decrease due to early lease termination fees recognized in 2021 primarily related to two tenants;

•An increase in property and related expenses of $23.2 million primarily due to the following:

•$14.9 million increase in property expenses due to our tenants’ continued return to the office, including utilities, parking, janitorial, contract services, and various other recurring expenses;

•$6.0 million increase due to an increase in certain non-recurring expenses and higher residential expenses; and

•$2.3 million increase in real estate taxes primarily due to favorable property tax assessments and tax refunds received in 2021.

•An increase of $73.4 million attributable to the Development Properties; and

•An increase of $19.8 million attributable to the Acquisition Properties; partially offset by

•A decrease of $19.5 million attributable to the Disposition Properties.

Other Expenses and Income

General and Administrative Expenses

General and administrative expenses remained generally consistent for the year ended December 31, 2022 compared to the year ended December 31, 2021.

76

Leasing Costs

Leasing costs increased by $1.6 million, or 50.2%, for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily due to an increase in leasing activity during the year ended December 31, 2022. See the “Factors that May Influence Future Results of Operations – Information on Leases Commenced and Executed” and “Liquidity and Capital Resources of the Operating Partnership – Liquidity Uses” sections for further information.

Depreciation and Amortization

Depreciation and amortization increased by approximately $47.6 million, or 15.3%, for the year ended December 31, 2022 compared to the year ended December 31, 2021, primarily due to the following:

•An increase of $30.1 million attributable to the Acquisition Properties;

•An increase of $23.9 million attributable to the Development Properties; partially offset by

•A decrease of $5.3 million attributable to the Disposition Properties; and

•A decrease of $1.1 million attributable to the Same Store Properties.

Interest Expense

The following table sets forth our gross interest expense, including debt discounts and deferred financing cost amortization and capitalized interest, including capitalized debt discounts and deferred financing cost amortization for the years ended December 31, 2022 and 2021.

	Year Ended December 31,				Dollar Change		Percentage Change
	2022		2021
	($ in thousands)
Gross interest expense	$	161,761	$	158,756	$	3,005	1.9	%
Capitalized interest and deferred financing costs	(77,483)		(80,201)		2,718		(3.4)	%
Interest expense	$	84,278	$	78,555	$	5,723	7.3	%

Gross interest expense, before the effect of capitalized interest and deferred financing costs, increased $3.0 million, or 1.9%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to an increase in the average outstanding debt balance for the year ended December 31, 2022.

Capitalized interest and deferred financing costs decreased $2.7 million, or 3.4% for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily due to a decrease in the weighted average interest rate during the year ended December 31, 2022. During the years ended December 31, 2022 and 2021, we capitalized interest on in-process development and redevelopment projects and future development pipeline projects with an average aggregate cost basis of approximately $2.0 billion. In the event of an extended cessation of development or redevelopment activities to get any of these projects ready for its intended use, such projects could potentially no longer qualify for capitalization of interest or other carrying costs. Refer to “Part I, Item IA. Risk Factors” included in this report for additional information about the potential impact of inflation on our interest expense and construction costs and the impact on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations.

77

Loss on Early Extinguishment of Debt

In October 2021, we early redeemed the $300.0 million aggregate principal amount of our outstanding 3.800% unsecured senior notes that were scheduled to mature on January 15, 2023. In connection with the early redemption, we incurred a $12.2 million loss on early extinguishment of debt comprised of a $12.1 million premium paid to the note holders at the redemption date and a $0.1 million write-off of the unamortized discount and unamortized deferred financing costs.

Net income attributable to noncontrolling interests in consolidated property partnerships

Net income attributable to noncontrolling interests in consolidated property partnerships remained generally consistent for the year ended December 31, 2022 compared to the year ended December 31, 2021. The amounts reported for the years ended December 31, 2022 and 2021 are comprised of the noncontrolling interest’s share of net income for 100 First Member, LLC (“100 First LLC”) and 303 Second Street Member, LLC (“303 Second LLC”) and the noncontrolling interest’s share of net income for Redwood LLC. See Note 11 “Noncontrolling Interests on the Company’s Consolidated Financial Statements” to our consolidated financial statements included in this report for additional information.

Comparison of the Year Ended December 31, 2021 to the Year Ended December 31, 2020

Refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations –Results of Operations” in our Form 10-K for the year ended December 31, 2021 for a discussion of the year ended December 31, 2021 compared to the year ended December 31, 2020.

78

Liquidity and Capital Resources of the Company

In this “Liquidity and Capital Resources of the Company” section, the term the “Company” refers only to Kilroy Realty Corporation on an unconsolidated basis and excludes the Operating Partnership and all other subsidiaries.

The Company’s business is operated primarily through the Operating Partnership. Distributions from the Operating Partnership are the Company’s primary source of capital. The Company believes the Operating Partnership’s sources of working capital, specifically its cash flow from operations and borrowings available under its unsecured revolving credit facility and funds from its capital recycling program, including strategic ventures, are adequate for it to make its distribution payments to the Company and, in turn, for the Company to make its dividend payments to its common stockholders for the next twelve months. Cash flows from operating activities generated by the Operating Partnership for the year ended December 31, 2022 were sufficient to cover the Company’s payment of cash dividends to its stockholders. However, there can be no assurance that the Operating Partnership’s sources of capital will continue to be available at all or in amounts sufficient to meet its needs, including its ability to make distributions to the Company. The unavailability of capital could adversely affect the Operating Partnership’s ability to make distributions to the Company, which would in turn, adversely affect the Company’s ability to pay cash dividends to its stockholders.

The Company is a well-known seasoned issuer and the Company and the Operating Partnership have an effective shelf registration statement that provides for the public offering and sale from time to time by the Company of its preferred stock, common stock, depositary shares, warrants and guarantees of debt securities and by the Operating Partnership of its debt securities, in each case in unlimited amounts. The Company evaluates the capital markets on an ongoing basis for opportunities to raise capital, and, as circumstances warrant, the Company and the Operating Partnership may issue securities of all of these types in one or more offerings at any time and from time to time on an opportunistic basis, depending upon, among other things, market conditions, available pricing and capital needs. When the Company receives proceeds from the sales of its preferred or common stock, it generally contributes the net proceeds from those sales to the Operating Partnership in exchange for corresponding preferred or common partnership units of the Operating Partnership. The Operating Partnership may use these proceeds and proceeds from the sale of its debt securities to repay debt, including borrowings under its unsecured revolving credit facility, to develop new or redevelop existing properties, to make acquisitions of properties or portfolios of properties, or for general corporate purposes.

As the sole general partner with control of the Operating Partnership, the Company consolidates the Operating Partnership for financial reporting purposes, and the Company does not have significant assets other than its investment in the Operating Partnership. Therefore, the assets and liabilities and the revenues and expenses of the Company and the Operating Partnership are substantially the same on their respective financial statements. The section entitled “Liquidity and Capital Resources of the Operating Partnership” should be read in conjunction with this section to understand the liquidity and capital resources of the Company on a consolidated basis and how the Company is operated as a whole.

Liquidity Highlights

As of December 31, 2022, we had approximately $347.4 million in cash and cash equivalents. As of the date of this report, we had $1.1 billion available under our unsecured revolving credit facility and $300.0 million available under our unsecured term loan facility. Additionally, in January 2023, we increased the capacity of the unsecured term loan facility’s accordion feature to provide up to an additional $150.0 million of borrowings, subject to bank approval and obtaining commitments. Excluding our unsecured term loan facility, for which we have two twelve-month extension options, our next debt maturity occurs in December 2024. We believe that our available liquidity demonstrates a strong balance sheet and makes us well positioned to navigate any additional future uncertainties. In addition, the Company is a well-known seasoned issuer and has historically been able to raise capital on a timely basis in the public markets, as well as the private markets. Any future financings, however, will depend on market conditions for both capital raises and the investment of such proceeds and there can be no assurances that we will successfully obtain such financings. Refer to “Part I, Item IA. Risk Factors” included in this report for additional information about the potential impact of inflation on our interest expense and construction costs and the impact on

79

our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations.

Distribution Requirements

The Company is required to distribute 90% of its taxable income (subject to certain adjustments and excluding net capital gains) on an annual basis to maintain qualification as a REIT for federal income tax purposes and is required to pay income tax at regular corporate rates to the extent it distributes less than 100% of its taxable income (including capital gains). As a result of these distribution requirements, the Operating Partnership cannot rely on retained earnings to fund its on-going operations to the same extent as other companies whose parent companies are not REITs. In addition, the Company may be required to use borrowings under the Operating Partnership’s revolving credit facility, if necessary, to meet REIT distribution requirements and maintain its REIT status. The Company may also need to continue to raise capital in the equity markets to fund the Operating Partnership’s working capital needs, as well as potential developments of new or existing properties or acquisitions.

The Company intends to continue to make, but has not committed to make, regular quarterly cash distributions to common stockholders, and through the Operating Partnership, to common unitholders from the Operating Partnership’s cash flow from operating activities. All such distributions are at the discretion of the Board of Directors. In 2022, the Company’s distributions exceeded 100% of its taxable income, resulting in a return of capital to its stockholders. As the Company intends to maintain distributions at a level sufficient to meet the REIT distribution requirements and minimize its obligation to pay income and excise taxes, it will continue to evaluate whether the current levels of distribution are appropriate to do so throughout 2023. In addition, in the event the Company is unable to successfully complete Section 1031 Exchanges to defer some or all of the taxable gains related to property dispositions (or in the event additional legislation is enacted that further modifies or repeals laws with respect to Section 1031 Exchanges), the Company may be required to distribute a special dividend to its common stockholders and common unitholders in order to minimize or eliminate income taxes on such gains. The Company considers market factors and its performance in addition to REIT requirements in determining its distribution levels. Amounts accumulated for distribution to stockholders are invested primarily in interest-bearing accounts and short-term interest-bearing securities, which is consistent with the Company’s intention to maintain its qualification as a REIT. Such investments may include, for example, obligations of the Government National Mortgage Association, other governmental agency securities, certificates of deposit, and interest-bearing bank deposits.

On December 7, 2022, the Board of Directors declared a regular quarterly cash dividend of $0.54 per share of common stock. The regular quarterly cash dividend is payable to stockholders of record on December 30, 2022 and a corresponding cash distribution of $0.54 per Operating Partnership units is payable to holders of the Operating Partnership’s common limited partnership interests of record on December 30, 2022, including those owned by the Company. The total cash quarterly dividends and distributions paid on January 11, 2023 were $63.7 million.

Debt Covenants

The covenants contained within certain of our unsecured debt obligations generally prohibit the Company from paying dividends during an event of default in excess of an amount which results in distributions to us in an amount sufficient to permit us to pay dividends to our stockholders that we reasonably believe are necessary to (a) maintain our qualification as a REIT for federal and state income tax purposes and (b) avoid the payment of federal or state income or excise tax.

80

Capitalization

As of December 31, 2022, our total debt as a percentage of total market capitalization was 48.5%, which was calculated based on the closing price per share of the Company’s common stock of $38.67 on December 31, 2022 as shown in the following table:

	Shares/Units at  December 31, 2022	Aggregate Principal Amount or $ Value Equivalent		% of Total Market Capitalization
	($ in thousands)
Debt: (1)(2)
Unsecured Term Loan Facility		$	200,000	2.3	%
Unsecured Senior Notes due 2024		425,000		4.8	%
Unsecured Senior Notes due 2025		400,000		4.5	%
Unsecured Senior Notes Series A & B due 2026		250,000		2.8	%
Unsecured Senior Notes due 2028		400,000		4.5	%
Unsecured Senior Notes due 2029		400,000		4.5	%
Unsecured Senior Notes Series A & B due 2027 & 2029		250,000		2.8	%
Unsecured Senior Notes due 2030		500,000		5.6	%
Unsecured Senior Notes due 2031		350,000		4.0	%
Unsecured Senior Notes due 2032		425,000		4.8	%
Unsecured Senior Notes due 2033		450,000		5.1	%
Secured debt		243,469		2.8	%
Total debt		4,293,469		48.5	%
Equity and Noncontrolling Interests in the Operating Partnership: (3)
Common limited partnership units outstanding (4)	1,150,574	44,493		0.5	%
Shares of common stock outstanding	116,878,031	4,519,673		51.0	%
Total Equity and Noncontrolling Interests in the Operating Partnership		4,564,166		51.5	%
Total Market Capitalization		$	8,857,635	100.0	%

_____________________ 

(1)Represents gross aggregate principal amount due at maturity before the effect of the following at December 31, 2022: $24.1 million of unamortized deferred financing costs on the unsecured term loan facility, unsecured senior notes and secured debt and $6.4 million of unamortized discounts for the unsecured senior notes.

(2)As of December 31, 2022, there was no outstanding balance on the unsecured revolving credit facility.

(3)Value based on closing price per share of our common stock of $38.67 as of December 31, 2022.

(4)Includes common units of the Operating Partnership not owned by the Company; does not include noncontrolling interests in consolidated property partnerships.

81

Liquidity and Capital Resources of the Operating Partnership

In this “Liquidity and Capital Resources of the Operating Partnership” section, the terms “we,” “our,” and “us” refer to the Operating Partnership or the Operating Partnership and the Company together, as the context requires.

General

Our primary liquidity sources and uses are as follows:

Liquidity Sources

•Net cash flow from operations;

•Borrowings under the Operating Partnership’s unsecured revolving credit facility and unsecured term loan facility;

•Proceeds from our capital recycling program, including the disposition of assets and the formation of strategic ventures;

•Proceeds from additional secured or unsecured debt financings; and

•Proceeds from public or private issuance of debt, equity or preferred equity securities.

Liquidity Uses

•Development and redevelopment costs;

•Property operating and corporate expenses;

•Capital expenditures, tenant improvement and leasing costs;

•Operating property or undeveloped land acquisitions;

•Debt service and principal payments, including debt maturities;

•Distributions to common security holders;

•Repurchases and redemptions of outstanding common stock of the Company; and

•Outstanding debt repurchases, redemptions and repayments.

General Strategy

Our general strategy is to maintain a conservative balance sheet with a strong credit profile and to maintain a capital structure that allows for financial flexibility and diversification of capital resources. We manage our capital structure to reflect a long-term investment approach and utilize multiple sources of capital to meet our long-term capital requirements. We believe that our current projected liquidity requirements for the next twelve-month period, as set forth above under the caption “—Liquidity Uses,” will be satisfied using a combination of the liquidity sources listed above, although there can be no assurance in this regard. We believe our conservative leverage and staggered debt maturities provide us with financial flexibility and enhance our ability to obtain additional sources of liquidity if necessary, and, therefore, we are well-positioned to refinance or repay maturing debt and to pursue our strategy of seeking attractive acquisition opportunities, which we may finance, as necessary, with future public and private issuances of debt and equity securities, although there can be no assurance in this regard.

2022 Capital and Financing Transactions

We continue to be active in the capital markets and our capital recycling program to finance potential acquisitions and our development activity, as well as our continued desire to extend our debt maturities. This was primarily a result of the following activity:

82

Capital Recycling Program

•During the year ended December 31, 2022, we completed the sale of one office building in one transaction to an unaffiliated third party for gross sales proceeds totaling approximately $48.0 million.

Capital Markets / Debt Transactions

•In addition to obtaining funding from our capital recycling program during 2022, we entered into a $400.0 million unsecured term loan facility and made an initial draw of $200.0 million. The borrowing rate under the unsecured term loan facility is variable and subject to a ratings-based pricing grid, currently calculated as the Adjusted Secured Overnight Financing Rate (“Adjusted SOFR”) plus 0.950%. The unsecured term loan facility also has a delayed draw feature and an accordion mechanism, subject to lender commitments. The unsecured term loan facility is scheduled to mature in October 2024 and includes two twelve-month extension options at our option. In January 2023, we amended the terms of the unsecured term loan facility, as discussed below.

Liquidity Sources

Unsecured Revolving Credit Facility and Term Loan Facility

The following table summarizes the balance and terms of our unsecured revolving credit facility as of December 31, 2022 and 2021:

	December 31, 2022			December 31, 2021
	(in thousands)
Outstanding borrowings	$	—		$	—
Remaining borrowing capacity	1,100,000			1,100,000
Total borrowing capacity (1)	$	1,100,000		$	1,100,000
Interest rate (2)	5.20		%	1.00		%
Facility fee-annual rate (3)	0.200%
Maturity date	July 2025

______________________

(1)We may elect to borrow, subject to bank approval and obtaining commitments for any additional borrowing capacity, up to an additional $500.0 million under an accordion feature under the terms of the unsecured revolving credit facility.

(2)In October 2022, the Operating Partnership amended the terms of its unsecured revolving credit facility to replace the London Interbank Offered Rate (“LIBOR”) based interest rate option with a SOFR-based interest rate option for its borrowings. Our unsecured revolving credit facility interest rate was calculated based on the contractual rate of Adjusted SOFR plus 0.900% and LIBOR plus 0.900% as of December 31, 2022 and 2021, respectively.

(3)Our facility fee is paid on a quarterly basis and is calculated based on the total borrowing capacity. In addition to the facility fee, we incurred debt origination and legal costs. As of December 31, 2022 and 2021, $5.3 million and $7.3 million of unamortized deferred financing costs, respectively, which are included in prepaid expenses and other assets, net on our consolidated balance sheets, remained to be amortized through the maturity date of our unsecured revolving credit facility.

We intend to borrow under the unsecured revolving credit facility as necessary for general corporate purposes, to finance development and redevelopment expenditures, to fund potential acquisitions, and to potentially repay long-term debt to supplement cash balances given uncertainties and volatility in market conditions.

In October 2022, the Operating Partnership entered into a $400.0 million unsecured term loan facility and made an initial draw of $200.0 million. The borrowing rate under the unsecured term loan facility is variable and subject to a ratings-based pricing grid, currently calculated as Adjusted SOFR plus 0.950%. The unsecured term loan facility also has a delayed draw feature and a $100.0 million accordion mechanism, subject to lender commitments. The unsecured term loan facility is scheduled to mature in October 2024 and includes two twelve-month extension options at our option.

83

The following table summarizes the balance and terms of our unsecured term loan facility as of December 31, 2022:

	December 31, 2022
	(in thousands)
Outstanding borrowings	$	200,000
Remaining borrowing capacity	200,000
Total borrowing capacity (1)	$	400,000
Interest rate (2)	5.23		%
Undrawn facility fee-annual rate (3)	0.200%
Maturity date	October 2024

______________________

(1)We may elect to borrow, subject to bank approval and obtaining commitments for any additional borrowing capacity, up to an additional $100.0 million under an accordion feature under the terms of the unsecured term loan facility.

(2)Our unsecured term loan facility interest rate was calculated based on the contractual rate of Adjusted SOFR plus 0.950% as of December 31, 2022.

(3)Our facility fee is paid on a quarterly basis and is calculated based on the total borrowing capacity. In addition to the facility fee, we incurred debt origination and legal costs. As of December 31, 2022, $4.5 million of unamortized deferred financing costs, respectively, which are included in prepaid expenses and other assets, net on our consolidated balance sheets, remained to be amortized through the maturity date of our unsecured term loan facility.

In January 2023, the Operating Partnership amended the unsecured term loan facility agreement to (i) exercise the accordion feature under the term loan agreement to provide for borrowings of up to $500.0 million and (ii) increase the capacity under the accordion feature to provide additional term loan commitments up to an aggregate amount of $650.0 million.

Capital Recycling Program

As discussed in the section “Factors That May Influence Future Results of Operations - Capital Recycling Program,” we continuously evaluate opportunities for the potential disposition of properties and undeveloped land in our portfolio or the formation of strategic ventures with the intent of recycling the proceeds generated from the disposition of less strategic or core assets into capital used to finance development and redevelopment expenditures, to fund new acquisitions, to repay long-term debt and for other general corporate purposes. As part of this strategy, we attempt to enter into Section 1031 Exchanges, when possible, to defer some or all of the taxable gains on the sales, if any, for federal and state income tax purposes.

In connection with our capital recycling strategy, through December 31, 2022, we completed the sale of one operating property in one transaction to an unaffiliated third party for gross proceeds totaling approximately $48.0 million. During 2021, we completed the sale of three properties in two transactions to unaffiliated third parties for gross proceeds totaling approximately $1.12 billion. See “—Factors that May Influence Future Operations” and Note 4 “Dispositions” to our consolidated financial statements included in this report for additional information.

We currently anticipate that in 2023 we could raise additional capital through our dispositions program from $0 to $200 million. However, any potential future disposition transactions and the timing of any potential future capital recycling transactions will depend on market conditions and other factors including but not limited to our capital needs, the availability of financing for potential buyers (which has been and may continue to be constrained for some potential buyers due to current economic and market conditions), and our ability to defer some or all of the taxable gains on the sales. In addition, we cannot assure you that we will dispose of any additional properties or that we will be able to identify and complete the acquisitions of suitable replacement properties to effect Section 1031 Exchanges to defer some or all of the taxable gains related to our capital recycling program. In the event we are unable to complete dispositions as planned, we may raise capital through other sources of liquidity including our available unsecured revolving credit facility, unsecured term loan facility or the public or private issuance of unsecured debt.

84

Shelf Registration Statement

The Company is a well-known seasoned issuer and the Company and the Operating Partnership have an effective shelf registration statement that provides for the public offering and sale from time to time by the Company of its preferred stock, common stock, depository shares and guarantees of debt securities and by the Operating Partnership of its debt securities, in each case in unlimited amounts. The Company evaluates the capital markets on an ongoing basis for opportunities to raise capital, and, as circumstances warrant, the Company and the Operating Partnership may issue securities of all of these types in one or more offerings at any time and from time to time on an opportunistic basis, depending upon, among other things, market conditions, available pricing and capital needs. Capital raising could be more challenging under current market conditions. When the Company receives proceeds from the sales of its preferred or common stock, it generally contributes the net proceeds from those sales to the Operating Partnership in exchange for corresponding preferred or common partnership units of the Operating Partnership. The Operating Partnership may use these proceeds and proceeds from the sale of its debt securities to repay debt, including borrowings under its unsecured revolving credit facility, to develop new or redevelop existing properties, to make acquisitions of properties or portfolios of properties, or for general corporate purposes. In September 2022, the Company filed with the Securities and Exchange Commission a shelf registration statement on Form S-3, which became immediately effective upon filing.

Unsecured and Secured Debt

The aggregate principal amount of the unsecured and secured debt of the Operating Partnership outstanding as of December 31, 2022 was as follows:

	Aggregate Principal  Amount Outstanding
	(in thousands)
Unsecured Term Loan Facility	$	200,000
Unsecured Senior Notes due 2024	425,000
Unsecured Senior Notes due 2025	400,000
Unsecured Senior Notes Series A & B due 2026	250,000
Unsecured Senior Notes due 2028	400,000
Unsecured Senior Notes due 2029	400,000
Unsecured Senior Notes Series A & B due 2027 & 2029	250,000
Unsecured Senior Notes due 2030	500,000
Unsecured Senior Notes due 2031	350,000
Unsecured Senior Notes due 2032	425,000
Unsecured Senior Notes due 2033	450,000
Secured Debt	243,469
Total Unsecured and Secured Debt (1)	4,293,469
Less: Unamortized Net Discounts and Deferred Financing Costs (2)	(30,473)
Total Debt, Net	$	4,262,996

________________________

(1)As of December 31, 2022, there was no outstanding balance on the unsecured revolving credit facility.

(2)Includes $24.1 million of unamortized deferred financing costs on the unsecured term loan facility, unsecured senior notes and secured debt and $6.4 million of unamortized discounts for the unsecured senior notes. Excludes unamortized deferred financing costs on the unsecured revolving credit facility, which are included in prepaid expenses and other assets, net on our consolidated balance sheets.

Debt Composition

The composition of the Operating Partnership’s aggregate debt balances between secured and unsecured and fixed-rate and variable-rate debt as of December 31, 2022 and 2021 was as follows:

85

	Percentage of Total Debt (1) (2)				Weighted Average Interest Rate (1)
	December 31, 2022		December 31, 2021		December 31, 2022 (2)		December 31, 2021
Secured vs. unsecured:
Unsecured	94.3	%	93.9	%	3.7	%	3.6	%
Secured	5.7	%	6.1	%	3.9	%	3.9	%
Variable-rate vs. fixed-rate:
Variable-rate	4.7	%	—	%	5.2	%	—	%
Fixed-rate (3)	95.3	%	100.0	%	3.7	%	3.7	%
Stated rate (3)					3.7	%	3.7	%
GAAP effective rate (4)					3.8	%	3.7	%
GAAP effective rate including debt issuance costs					4.0	%	3.9	%

________________________

(1)As of the end of the period presented.

(2)As of December 31, 2022 and 2021, there was no outstanding balance on the unsecured revolving credit facility.

(3)Excludes the impact of the amortization of any debt discounts/premiums and deferred financing costs.

(4)Includes the impact of amortization of any debt discounts/premiums, excluding deferred financing costs.

86

Liquidity Uses

Contractual Obligations

The following table provides information with respect to our contractual obligations as of December 31, 2022. The table: (i) indicates the maturities and scheduled principal repayments of our secured and unsecured debt outstanding as of December 31, 2022; (ii) indicates the scheduled interest payments of our fixed-rate debt as of December 31, 2022; (iii) provides information about the minimum commitments due in connection with our ground lease obligations and other lease and contractual commitments; and (iv) provides estimated development commitments as of December 31, 2022. Note that the table does not reflect our available debt maturity extension options and reflects gross aggregate principal amounts before the effect of unamortized discounts/premiums.

	Payment Due by Period
	Less than 1 Year (2023)		2-3 Years (2024-2025)		4-5 Years (2026-2027)		More than 5 Years (After 2027)		Total
	(in thousands)
Principal payments: secured debt (1)	$	5,775	$	12,252	$	225,442	$	—	$	243,469
Principal payments: unsecured debt (2)	—		1,025,000		425,000		2,600,000		4,050,000
Interest payments: fixed-rate debt (3)	149,538		278,724		207,210		248,989		884,461
Interest payments: variable-rate debt (4)	10,463		8,021		—		—		18,484
Ground lease obligations (5)	6,563		13,232		13,384		368,281		401,460
Lease and other contractual commitments (6)	66,791		3,632		—		—		70,423
Development commitments (7)	328,167		188,000		—		—		516,167
Total	$	567,297	$	1,528,861	$	871,036	$	3,217,270	$	6,184,464

_____________________

(1)Represents gross aggregate principal amount before the effect of deferred financing costs of approximately $0.5 million as of December 31, 2022.

(2)Represents gross aggregate principal amount before the effect of the unamortized discount and deferred financing costs of approximately $6.4 million and $23.6 million as of December 31, 2022. As of December 31, 2022, there was no outstanding balance on our unsecured revolving credit facility.

(3)As of December 31, 2022, 95.3% of our debt was contractually fixed. The information in the table above reflects our projected interest rate obligations for these fixed-rate payments based on the contractual interest rates on an accrual basis and scheduled maturity dates.

(4)As of December 31, 2022, 4.7% of our debt bore interest at variable rates which was incurred under the unsecured term loan facility. The variable interest rate payments are based on the contractual rate of Adjusted SOFR plus 0.950% as of December 31, 2022. The information in the table above reflects our projected interest rate obligations for those variable-rate payments based on the outstanding principal balance as of December 31, 2022, the scheduled payment interest payment dates and the contractual maturity date.

(5)Reflects minimum lease payments through the contractual lease expiration date before the impact of extension options. See Note 18 “Commitments and Contingencies” to our consolidated financial statements included in this report for further information.

(6)Amounts represent cash commitments under signed leases and contracts for operating properties, excluding tenant-funded tenant improvements, and for other contractual commitments. The timing of these expenditures may fluctuate.

(7)Amounts represent commitments under signed leases for pre-leased development projects and contractual commitments for projects in the tenant improvement phase and under construction as of December 31, 2022. The timing of these expenditures may fluctuate based on the ultimate progress of construction. We may start additional construction in 2023 (see “—Development” for additional information).

87

Other Liquidity Uses

Development

The following table summarizes our development spending directly related to our operating, development and redevelopment properties as of December 31, 2022:

Development Phase	Number of Projects	Total Estimated Investment (1)		Total Costs Incurred		Remaining Committed Investment (2)		Remaining Costs  to be Spent in 2023
		(in millions)
Stabilized
Development	2	$	675	$	644	$	31	$15	to	$20
Redevelopment	2	45		40		5		1	to	5
Tenant Improvement (3)
Development	1	690		633		57		15	to	20
Under Construction
Development	2	1,000		411		589		250	to	275
Redevelopment	2	53		8		45		15	to	25
Total:	9	$	2,463	$	1,736	$	727	$296	to	$345

________________________

(1)    For redevelopment projects, represents the incremental costs of redevelopment and excludes the existing depreciated basis of the buildings under redevelopment.

(2)    Includes costs related to estimated tenant improvements.

(3)    Represents projects that have reached cold shell condition and are ready for tenant improvements, which may require additional major base building construction before being placed in service.

Including the commitment information in the preceding table above, we currently believe we may spend between $450 million to $550 million on development projects throughout 2023. The ultimate timing of these expenditures may fluctuate given construction progress and leasing status of the projects, or as a result of events outside our control, such as delays or increased costs as a result of heightened inflation and market conditions. We expect that any material additional development activities will be funded with borrowings under the unsecured revolving credit facility, the unsecured term loan facility, the public or private issuance of debt or equity securities, the disposition of assets under our capital recycling program, or strategic venture opportunities. We cannot provide assurance that development projects will be completed on the terms, for the amounts or on the timelines currently contemplated, or at all.

Debt Maturities

We believe our conservative leverage, staggered debt maturities and unsecured term loan facility and unsecured revolving credit facility provide us with financial flexibility and enhance our ability to obtain additional sources of liquidity if necessary, and, therefore, we believe we are well-positioned to refinance or repay maturing debt and to pursue our strategy of seeking attractive acquisition opportunities, which we may finance, as necessary, with future public and private issuances of debt and equity securities. However, we can provide no assurance that we will have access to the public or private debt or equity markets in the future on favorable terms or at all. Excluding our unsecured term loan facility maturing in October 2024, for which we have two twelve-month extension options, our next debt maturity occurs in December 2024.

88

Potential Future Acquisitions

During the year ended December 31, 2022, we acquired one development site in one transaction for a total cash purchase price of $40.0 million. During the year ended December 31, 2021, we acquired one operating property, the land underlying a historical ground lease and two development properties in four transactions for a total cash purchase price of $1.16 billion. These transactions were funded through various capital raising activities and liquidity as discussed in “—Liquidity Sources”.

As discussed in the section “—Factors That May Influence Future Results of Operations - Acquisitions,” we continue to evaluate strategic opportunities and remain a disciplined buyer of development and redevelopment opportunities as well as value-add and strategic operating properties, dependent on market conditions and business cycles, among other factors.  We focus on growth opportunities primarily in markets populated by knowledge and creative based tenants in a variety of industries, including technology, media, healthcare, life sciences, entertainment and professional services.  We expect that any material acquisitions will be funded with borrowings under the unsecured revolving credit facility, the public or private issuance of debt or equity securities, the disposition of assets under our capital recycling program, the formation of strategic ventures or through the assumption of existing debt, although there can be no assurance in this regard.

We cannot provide assurance that we will enter into any agreements to acquire properties or undeveloped land, or that potential acquisitions contemplated by any agreements we may enter into in the future will be completed.

Share Repurchases

As of December 31, 2022, 4,935,826 shares remained eligible for repurchase under a share repurchase program approved by the Company’s Board of Directors in 2016. Under this program, repurchases may be made in open market transactions at prevailing prices or through privately negotiated transactions. We may elect to repurchase shares of our common stock under this program in the future depending upon various factors, including market conditions, the trading price of our common stock and our other uses of capital. This program does not have a termination date, and repurchases may be discontinued at any time. We intend to fund repurchases, if any, primarily with the proceeds from property dispositions.

Potential Future Leasing Costs and Capital Improvements

The amounts we incur for tenant improvements and leasing costs depend on leasing activity in each period. Tenant improvements and leasing costs generally fluctuate in any given period depending on factors such as the type and condition of the property, the term of the lease, the type of the lease, the involvement of external leasing agents and overall market conditions, including the level of inflation. Capital expenditures may fluctuate in any given period subject to the nature, extent and timing of improvements required to maintain our properties and may be impacted by inflationary pressures on the cost of construction materials. Additionally, due to the uncertainty around current economic market conditions and the timing and extent of employees returning to the office, there may be a continued lower level of leasing activity as compared to historical trends.

For properties within our stabilized portfolio, excluding our development and redevelopment properties, we believe we could spend approximately $100 million to $120 million in capital improvements, tenant improvements and leasing costs in 2023, in addition to the lease and contractual commitments included in our contractual obligations table above. The amount we ultimately spend will depend on leasing activity during 2023.

89

The following table sets forth our historical actual capital expenditures, and tenant improvements and leasing costs for deals commenced, excluding tenant-funded tenant improvements, for renewed and re-tenanted space within our stabilized portfolio for each of the years ended December 31, 2022, 2021 and 2020 on a per square foot basis.

	Year Ended December 31,
	2022		2021		2020
Office Properties:(1)
Capital Expenditures:
Capital expenditures per square foot	$	2.26	$	2.31	$	2.31
Tenant Improvement and Leasing Costs (2)
Replacement tenant square feet (3)	580,943		638,597		375,345
Tenant improvements per square foot commenced	$	56.25	$	64.17	$	69.26
Leasing commissions per square foot commenced	$	19.78	$	19.31	$	18.88
Total per square foot	$	76.03	$	83.48	$	88.14
Renewal tenant square feet	290,138		407,988		484,771
Tenant improvements per square foot commenced	$	12.53	$	7.33	$	17.35
Leasing commissions per square foot commenced	$	15.90	$	9.35	$	10.10
Total per square foot	$	28.43	$	16.68	$	27.45
Total per square foot per year	$	9.63	$	8.73	$	9.52
Average remaining lease term (in years)	6.3		6.6		5.7

_____________________

(1)Excludes development properties and includes 100% of consolidated property partnerships.

(2)Includes tenants with lease terms of 12 months or longer. Excludes leases for month-to-month and first generation tenants.

(3)Excludes leases for which the space was vacant for longer than one year, or vacant when the property was acquired by the Company.

Capital expenditures per square foot decreased in 2022 as compared to 2021 due to a decrease in general building improvements in 2022. We currently anticipate capital expenditures for 2023 to be consistent with 2022 levels. Replacement tenant improvements and leasing commissions per square foot decreased in 2022 as compared to 2021 primarily due to large leases with long terms commenced in the San Diego County region in 2021. Renewal tenant improvements and leasing commissions per square foot increased in 2022 as compared to 2021 primarily due to large leases with long terms renewed in the San Francisco Bay Area in 2022. Costs incurred for tenant improvement and leasing commissions in 2023 will depend upon the current economic environment, market conditions in each of our submarkets and actual leasing activity.

Distribution Requirements

For a discussion of our dividend and distribution requirements, see “Liquidity and Capital Resources of the Company —Distribution Requirements.”

90

Factors That May Influence Future Sources of Capital and Liquidity of the Company and the Operating Partnership

We continue to evaluate sources of financing for our business activities, including borrowings under the unsecured revolving credit facility, the unsecured term loan facility, issuance of public and private equity securities, unsecured debt and fixed-rate secured mortgage financing, proceeds from the disposition of selective assets through our capital recycling program, and the formation of strategic ventures. However, our ability to obtain new financing or refinance existing borrowings on favorable terms could be impacted by various factors, including the state of the macro economy, the state of the credit and equity markets, significant tenant defaults, a decline in the demand for office properties, a decrease in market rental rates or market values of real estate assets in our submarkets, the amount of our future borrowings and uncertainty related to interest rates, inflation rates, geopolitical events (including the military conflict between Russia and Ukraine) and other factors (refer to “Part I, Item IA. Risk Factors” of this report for additional information). These events could result in the following:

•Decreases in our cash flows from operations, which could create further dependence on the unsecured revolving credit facility;

•An increase in the proportion of variable-rate debt, which could increase our sensitivity to interest rate fluctuations in the future; and

•A decrease in the value of our properties, which could have an adverse effect on the Operating Partnership’s ability to incur additional debt, refinance existing debt at competitive rates, or comply with its existing debt obligations.

In addition to the factors noted above, the Operating Partnership’s credit ratings are subject to ongoing evaluation by credit rating agencies and may be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant. In the event that the Operating Partnership’s credit ratings are downgraded, we may incur higher borrowing costs and may experience difficulty in obtaining additional financing or refinancing existing indebtedness.

Debt Covenants

The unsecured revolving credit facility, unsecured term loan facility, unsecured senior notes and certain other secured debt arrangements contain covenants and restrictions requiring us to meet certain financial ratios and reporting requirements. Key existing financial covenants and their covenant levels include:

Unsecured Credit and Term Loan Facility and Private Placement Notes (as defined in the applicable Credit Agreements):	Covenant Level	Actual Performance as of December 31, 2022
Total debt to total asset value	less than 60%	29%
Fixed charge coverage ratio	greater than 1.5x	3.8x
Unsecured debt ratio	greater than 1.67x	3.38x
Unencumbered asset pool debt service coverage	greater than 1.75x	4.53x
Unsecured Senior Notes due 2024, 2025, 2028, 2029, 2030, 2032 and 2033 (as defined in the applicable Indentures):
Total debt to total asset value	less than 60%	37%
Interest coverage	greater than 1.5x	8.4x
Secured debt to total asset value	less than 40%	2%
Unencumbered asset pool value to unsecured debt	greater than 150%	294%

The Operating Partnership was in compliance with all of its debt covenants as of December 31, 2022. Our current expectation is that the Operating Partnership will continue to meet the requirements of its debt covenants in both the short and long term. However, in the event of an economic slowdown or continued volatility in the credit markets, there is no certainty that the Operating Partnership will be able to continue to satisfy all the covenant requirements.

91

Consolidated Historical Cash Flow Summary

The following summary discussion of our consolidated historical cash flow is based on the consolidated statements of cash flows in Item 15. “Exhibits and Financial Statement Schedules” and is not meant to be an all-inclusive discussion of the changes in our cash flow for the periods presented below. Changes in our cash flow include changes in cash and cash equivalents and restricted cash. Our historical cash flow activity for the year ended December 31, 2022 as compared to the year ended December 31, 2021 is as follows:

	Year Ended December 31,
	2022		2021		Dollar Change		Percentage Change
	($ in thousands)
Net cash provided by operating activities	$	592,235	$	516,403	$	75,832	14.7	%
Net cash used in investing activities	(553,193)		(747,877)		194,684		(26.0)	%
Net cash used in financing activities	(118,746)		(164,573)		45,827		(27.8)	%
Net decrease in cash and cash equivalents	$	(79,704)	$	(396,047)	$	316,343	79.9	%

Operating Activities

Our cash flows from operating activities depends on numerous factors including the occupancy level of our portfolio, the rental rates achieved on our leases, the collectability of rent and recoveries from our tenants, the level of operating expenses, the impact of property acquisitions, completed development projects and related financing activities, and other general and administrative costs. Our net cash provided by operating activities increased by $75.8 million, or 14.7%, for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily as a result of an increase in cash Net Operating Income generated from stabilized development properties in our Development portfolio and our Same Store Portfolio. See additional information under the caption “—Results of Operations.”

Investing Activities

Our cash flows from investing activities is generally used to fund development and operating property acquisitions, expenditures for development and redevelopment projects, and recurring and nonrecurring capital expenditures for our operating properties, net of proceeds received from dispositions of real estate assets. Our net cash used in investing activities decreased by $194.7 million, or 26.0%, for the year ended December 31, 2022 compared to the year ended December 31, 2021, primarily due to lower expenditures for acquisitions and expenditures for development and redevelopment properties and undeveloped land during the year ended December 31, 2022, partially offset by lower proceeds received from dispositions of operating properties.

Financing Activities

Our cash flows from financing activities is principally impacted by our capital raising activities, net of dividends and distributions paid to common and preferred security holders. Our net cash used in financing activities decreased $45.8 million or 27.8% during the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily due to higher net proceeds from capital raising activity in 2022.

92

Non-GAAP Supplemental Financial Measure: Funds From Operations

We calculate FFO in accordance with the 2018 Restated White Paper on FFO approved by the Board of Governors of Nareit. The White Paper defines FFO as net income or loss calculated in accordance with GAAP, excluding extraordinary items, as defined by GAAP, gains and losses from sales of depreciable real estate and impairment write-downs associated with depreciable real estate, plus real estate-related depreciation and amortization (excluding amortization of deferred financing costs and depreciation of non-real estate assets) and after adjustment for unconsolidated partnerships and joint ventures. Our calculation of FFO includes the amortization of deferred revenue related to tenant-funded tenant improvements and excludes the depreciation of the related tenant improvement assets. We also add back net income attributable to noncontrolling common units of the Operating Partnership because we report FFO attributable to common stockholders and common unitholders.

We believe that FFO is a useful supplemental measure of our operating performance. The exclusion from FFO of gains and losses from the sale of operating real estate assets allows investors and analysts to readily identify the operating results of the assets that form the core of our activity and assists in comparing those operating results between periods. Also, because FFO is generally recognized as the industry standard for reporting the operations of REITs, it facilitates comparisons of operating performance to other REITs. However, other REITs may use different methodologies to calculate FFO, and accordingly, our FFO may not be comparable to all other REITs.

Implicit in historical cost accounting for real estate assets in accordance with GAAP is the assumption that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered presentations of operating results for real estate companies using historical cost accounting alone to be insufficient. Because FFO excludes depreciation and amortization of real estate assets, we believe that FFO along with the required GAAP presentations provides a more complete measurement of our performance relative to our competitors and a more appropriate basis on which to make decisions involving operating, financing and investing activities than the required GAAP presentations alone would provide.

However, FFO should not be viewed as an alternative measure of our operating performance because it does not reflect either depreciation and amortization costs or the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, which are significant economic costs and could materially impact our results from operations.

The following table presents our FFO for the years ended December 31, 2022, 2021, 2020, 2019 and 2018:

	Year ended December 31,
	2022		2021		2020		2019		2018
	(in thousands)
Net income available to common stockholders	$	232,615	$	628,144	$	187,105	$	195,443	$	258,415
Adjustments:
Net income attributable to noncontrolling common units of the Operating Partnership	2,283		6,163		2,869		3,766		5,193
Net income attributable to noncontrolling interests in consolidated property partnerships	24,595		24,603		17,319		16,020		14,318
Depreciation and amortization of real estate assets	350,665		303,799		290,353		268,045		249,882
Gains on sales of depreciable real estate	(17,329)		(463,128)		(35,536)		(36,802)		(142,926)
Funds From Operations attributable to noncontrolling interests in consolidated property partnerships	(36,198)		(37,267)		(28,754)		(27,994)		(24,391)
Funds From Operations (1) (2)	$	556,631	$	462,314	$	433,356	$	418,478	$	360,491

____________________

(1)Reported amounts are attributable to common stockholders, common unitholders and restricted stock unitholders.

(2)FFO available to common stockholders and unitholders includes amortization of deferred revenue related to tenant-funded tenant improvements of $19.3 million, $16.5 million, $22.5 million, $19.2 million and $18.4 million for the years ended December 31, 2022, 2021, 2020, 2019 and 2018, respectively.

93

The following table presents our weighted average shares of common stock and common units outstanding for the years ended December 31, 2022, 2021, 2020, 2019 and 2018:

	Year Ended December 31,
	2022	2021	2020	2019	2018
Weighted average shares of common stock outstanding	116,806,575	116,429,130	113,241,341	103,200,568	99,972,359
Weighted average common units outstanding	1,150,574	1,150,574	1,854,165	2,023,407	2,052,917
Effect of participating securities – nonvested shares and restricted stock units	628,375	769,123	1,137,265	1,118,349	1,142,053
Total basic weighted average shares / units outstanding	118,585,524	118,348,827	116,232,771	106,342,324	103,167,329
Effect of dilutive securities – shares issuable under executed forward equity sale agreements, stock options and contingently issuable shares	413,472	519,513	478,281	648,600	510,006
Total diluted weighted average shares / units outstanding	118,998,996	118,868,340	116,711,052	106,990,924	103,677,335

Inflation

The majority of the Company’s leases require tenants to pay for recoveries and escalation charges based upon the tenant’s proportionate share of, and/or increases in, real estate taxes and certain operating costs, which reduce the Company’s exposure to increases in operating costs resulting from inflation. Refer to “Part I, Item IA. Risk Factors” included in this report for additional information about the potential impact of inflation on our interest expense and construction costs and the impact on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations.

New Accounting Pronouncements

For a discussion of new accounting pronouncements see Note 2 “Basis of Presentation and Significant Accounting Policies” to our consolidated financial statements included in this report. We did not adopt any new accounting pronouncements during the year ended December 31, 2022.

94

ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The primary market risk we face is interest rate risk. We seek to mitigate this risk by following established risk management policies and procedures. These policies include maintaining prudent amounts of debt, including a greater amount of fixed-rate debt as compared to variable-rate debt in our portfolio, and may include the periodic use of derivative instruments. As of December 31, 2022 and 2021, we did not have any interest-rate sensitive derivative assets or liabilities. Information about our changes in interest rate risk exposures from December 31, 2021 to December 31, 2022 is incorporated herein by reference from “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and Capital Resources of the Operating Partnership.”

Interest Rate Risk

As of December 31, 2022, 4.7% of our total outstanding debt of $4.3 billion (before the effects of debt discounts and deferred financing costs) was subject to variable interest rates. The remaining 95.3% bore interest at fixed rates. All of our interest rate sensitive financial instruments are held for purposes other than trading purposes. In general, interest rate fluctuations applied to our variable-rate debt will impact our future earnings and cash flows. Conversely, interest rate fluctuations applied to our fixed-rate debt will generally not impact our future earnings and cash flows, unless such instruments mature or are otherwise terminated and need to be refinanced. However, interest rate fluctuations will impact the fair value of the fixed-rate debt instruments.

We generally determine the fair value of our secured debt, unsecured debt, unsecured revolving credit facility and unsecured term loan facility by performing discounted cash flow analyses using an appropriate market discount rate. We calculate the market rate by obtaining period-end treasury rates for maturities that correspond to the maturities of our fixed-rate debt and then adding an appropriate credit spread based on information obtained from third-party financial institutions. These credit spreads take into account factors, including but not limited to, our credit profile, the tenure of the debt, amortization period, whether the debt is secured or unsecured, and the loan-to-value ratio of the debt to the collateral, amongst other factors. These calculations are significantly affected by the assumptions used, including the discount rate, credit spreads and estimates of future cash flow. We calculate the market rate of our unsecured revolving credit facility and unsecured term loan facility by obtaining the period-end Adjusted SOFR and then adding an appropriate credit spread based on our credit ratings, and the amended terms of our unsecured revolving credit facility and unsecured term loan facility agreements. Prior to amending the terms of our unsecured revolving credit facility in October 2022, we calculated the market rate of our unsecured revolving credit facility by obtaining the period-end LIBOR and then adding an appropriate credit spread based on our credit ratings and the amended terms of our unsecured revolving credit facility agreement.

We determine the fair value of each of our publicly traded unsecured senior notes based on their quoted trading price at the end of the reporting period, if such prices are available. See Note 19 “Fair Value Measurements and Disclosures” and Note 2 “Basis of Presentation and Significant Accounting Policies” in the consolidated financial statements included in this report for additional information on the fair value of our financial assets and liabilities as of December 31, 2022 and December 31, 2021.

At December 31, 2022, the total outstanding balance of our variable-rate debt was comprised of borrowings on our unsecured term loan facility of $200.0 million, which was indexed to Adjusted SOFR plus a spread of 0.950% (weighted average interest rate of 5.23%). There was no outstanding balance on our $1.1 billion unsecured revolving credit facility at December 31, 2022; however, it was available for borrowing at the following variable rate: Adjusted SOFR plus a spread of 0.90% (weighted average interest rate of 5.20%). As of December 31, 2021, there was no outstanding balance on our unsecured revolving credit facility; however, it was available for borrowing at the following variable rate: LIBOR plus a spread of 0.90% (weighted average interest rate of 1.00%). Assuming no changes in the outstanding balance of our existing variable-rate debt as of December 31, 2022, a 100 basis point increase in the Adjusted SOFR rate would have increased our projected annual interest expense, before the effect of capitalization, by approximately $2.0 million.

The total carrying value of our fixed-rate debt was approximately $4.1 billion as of December 31, 2022 and 2021, respectively. The total estimated fair value of our fixed-rate debt was approximately $3.5 billion and $4.4

95

billion as of December 31, 2022 and 2021, respectively. For sensitivity purposes, a 100 basis point increase in the discount rate equates to a decrease in the total fair value of our fixed-rate debt of approximately $172.6 million, or 4.9%, as of December 31, 2022. Comparatively, a 100 basis point increase in the discount rate equates to a decrease in the total fair value of our fixed-rate debt of approximately $262.7 million, or 6.0%, as of December 31, 2021.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA    

See the index included at Item 15. “Exhibits and Financial Statement Schedules.”

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

Not applicable.

96

ITEM 9A.    CONTROLS AND PROCEDURES    

Kilroy Realty Corporation

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is processed, recorded, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 13a-15(b), the Company carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures as of December 31, 2022, the end of the period covered by this report. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded, as of that time, the disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have been no changes that occurred during the fourth quarter of the most recent year covered by this report in the Company’s internal control over financial reporting identified in connection with the evaluation referenced above that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is supported by written policies and procedures and by an appropriate segregation of responsibilities and duties. The Company has used the criteria set forth in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission to assess our internal control over financial reporting. Based upon this assessment, management concluded that internal control over financial reporting operated effectively as of December 31, 2022.

Deloitte & Touche LLP, the Company’s independent registered public accounting firm, has audited the Company’s financial statements and has issued a report on the effectiveness of the Company’s internal control over financial reporting.

97

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of

Kilroy Realty Corporation

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Kilroy Realty Corporation and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated February 10, 2023, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

Definition and Limitations of Internal Control over Financial Reporting

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

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

/s/ DELOITTE & TOUCHE LLP

Los Angeles, California

February 10, 2023

98

Kilroy Realty, L.P.

The Operating Partnership maintains disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the Operating Partnership’s reports under the Exchange Act, is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer of its general partner, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 13a-15(b), the Operating Partnership carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of its general partner, of the effectiveness of the design and operation of the disclosure controls and procedures as of December 31, 2022, the end of the period covered by this report. Based on the foregoing, the Chief Executive Officer and Chief Financial Officer of its general partner concluded, as of that time, the disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have been no changes that occurred during the fourth quarter of the most recent year covered by this report in the Operating Partnership’s internal control over financial reporting identified in connection with the evaluation referenced above that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Internal control over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and Chief Financial Officer of the Operating Partnership’s general partner and effected by the board of directors, management, and other personnel of its general partner to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is supported by written policies and procedures and by an appropriate segregation of responsibilities and duties. The Operating Partnership has used the criteria set forth in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission to assess our internal control over financial reporting. Based upon this assessment, management concluded that internal control over financial reporting operated effectively as of December 31, 2022.

Deloitte & Touche LLP, the Operating Partnership’s independent registered public accounting firm, has audited the Operating Partnership’s financial statements and has issued a report on the effectiveness of the Operating Partnership’s internal control over financial reporting.

99

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of

Kilroy Realty, L.P.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Kilroy Realty, L.P. and subsidiaries (the “Operating Partnership”) as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Operating Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Operating Partnership and our report dated February 10, 2023, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Operating Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Operating Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

Definition and Limitations of Internal Control over Financial Reporting

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

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

/s/ DELOITTE & TOUCHE LLP

Los Angeles, California

February 10, 2023

100

ITEM 9B.    OTHER INFORMATION

Not applicable.

ITEM 9C.    DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 is incorporated by reference from our definitive proxy statement for our annual stockholders’ meeting presently scheduled to be held in May 2023.

ITEM 11.    EXECUTIVE COMPENSATION

The information required by Item 11 is incorporated by reference from our definitive proxy statement for our annual stockholders’ meeting presently scheduled to be held in May 2023.

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

The information required by Item 12 is incorporated by reference from our definitive proxy statement for our annual stockholders’ meeting presently scheduled to be held in May 2023.

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

The information required by Item 13 is incorporated by reference from our definitive proxy statement for our annual stockholders’ meeting presently scheduled to be held in May 2023.

ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 is incorporated by reference from our definitive proxy statement for our annual stockholders’ meeting presently scheduled to be held in May 2023.

101

PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) and (2) Financial Statements and Schedules

The following consolidated financial information is included as a separate section of this annual report on Form 10-K:

Report of Independent Registered Public Accounting Firm – Kilroy Realty Corporation	F - 2
Consolidated Balance Sheets as of December 31, 2022 and 2021 – Kilroy Realty Corporation	F - 4
Consolidated Statements of Operations for the Years ended December 31, 2022, 2021 and 2020 – Kilroy Realty Corporation	F - 5
Consolidated Statements of Equity for the Years ended December 31, 2022, 2021 and 2020 – Kilroy Realty Corporation	F - 6
Consolidated Statements of Cash Flows for the Years ended December 31, 2022, 2021 and 2020 – Kilroy Realty Corporation	F - 7
Report of Independent Registered Public Accounting Firm – Kilroy Realty, L.P.	F - 8
Consolidated Balance Sheets as of December 31, 2022 and 2021 – Kilroy Realty, L.P.	F - 10
Consolidated Statements of Operations for the Years ended December 31, 2022, 2021 and 2020 – Kilroy Realty, L.P.	F - 11
Consolidated Statements of Capital for the Years ended December 31, 2022, 2021 and 2020 – Kilroy Realty, L.P.	F - 12
Consolidated Statements of Cash Flows for the Years ended December 31, 2022, 2021 and 2020 – Kilroy Realty, L.P.	F - 13
Notes to Consolidated Financial Statements	F - 14
Schedule II – Valuation and Qualifying Accounts	F - 60
Schedule III – Real Estate and Accumulated Depreciation	F - 61

All other schedules are omitted because the required information is not present in amounts sufficient to require submission of the schedule or because the information required is included in the financial statements and notes thereto.

(3)  Exhibits

Exhibit Number	Description
3.(i)1	Articles of Amendment and Restatement of Kilroy Realty Corporation (previously filed by Kilroy Realty Corporation as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on May 21, 2020)
3.(i)2	Certificate of Limited Partnership of Kilroy Realty, L.P. (previously filed by Kilroy Realty, L.P., as an exhibit to the General Form for Registration of Securities on Form 10 as filed with the Securities and Exchange Commission on August 18, 2010)
3.(i)3	Amendment to the Certificate of Limited Partnership of Kilroy Realty, L.P. (previously filed by Kilroy Realty, L.P., as an exhibit to the General Form for Registration of Securities on Form 10 as filed with the Securities and Exchange Commission on August 18, 2010)
3.(i)4	Articles Supplementary reclassifying shares of the Series G Preferred Stock of the Company (previously filed by Kilroy Realty Corporation as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on August 23, 2017)
3.(i)5	Articles Supplementary reclassifying shares of the Series H Preferred Stock of the Company (previously filed by Kilroy Realty Corporation as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on August 23, 2017)

102

3.(ii)1	Seventh Amended and Restated Bylaws of Kilroy Realty Corporation (previously filed by Kilroy Realty Corporation as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on May 20, 2021)
3.(ii)2	Seventh Amended and Restated Agreement of Limited Partnership of Kilroy Realty, L.P. dated August 15, 2012, as amended (previously filed by Kilroy Realty Corporation on Form 10-Q for the quarter ended June 30, 2014)
4.(vi)1	Description of Capital Stock of Kilroy Realty Corporation (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P., as an exhibit on Form 10-K for the year ended December 31, 2020)
4.(vi)2	Description of Common Units Representing Limited Partnership Interests of Kilroy Realty, L.P. Corporation (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P., as an exhibit on Form 10-K for the year ended December 31, 2019)
4.1	Kilroy Realty Corporation Form of Certificate for Common Stock (previously filed by Kilroy Realty Corporation as an exhibit to the Registration Statement on Amendment No. 3 to Form S-11 (No. 333-15553))
4.2	Registration Rights Agreement, dated January 31, 1997 (previously filed by Kilroy Realty Corporation as an exhibit to the Registration Statement on Amendment No. 3 to Form S-11 (No. 333-15553))
4.3	Form of Certificate for Partnership Units of Kilroy Realty, L.P. (previously filed by Kilroy Realty, L.P., as an exhibit to the General Form for Registration of Securities on Form 10 as filed with the Securities and Exchange Commission on August 18, 2010)
4.4	Registration Rights Agreement, dated July 31, 2012 (previously filed by Kilroy Realty Corporation as an exhibit on Form 10-Q for the quarter ended June 30, 2012)
4.5	Indenture, dated March 1, 2011, by and among Kilroy Realty, L.P., as issuer, Kilroy Realty Corporation, as guarantor, and U.S. Bank National Association, as trustee (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P. as an exhibit to the Registration Statement on Form S-3 as filed with the Securities and Exchange Commission on October 2, 2013)
4.6	Supplemental Indenture, dated July 5, 2011, among Kilroy Realty, L.P., as issuer, Kilroy Realty Corporation, as guarantor, and U.S. Bank National Association, as trustee (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P. as an exhibit to the Registration Statement on Form S-3 as filed with the Securities and Exchange Commission on October 2, 2013)
4.7	Officers’ Certificate pursuant to Sections 102, 201, 301 and 303 of the Indenture dated March 1, 2011, among Kilroy Realty, L.P., as issuer, Kilroy Realty Corporation, as guarantor, and U.S. Bank National Association, as trustee, establishing a series of securities entitled “4.25% Senior Notes due 2029,” including the form of 4.25% Senior Notes due 2029 and the form of related guarantee (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P. as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on August 6, 2014)
4.8	Officers’ Certificate, dated September 16, 2015, pursuant to Sections 102, 201, 301 and 303 of the Indenture dated March 1, 2011, among Kilroy Realty, L.P., as issuer, Kilroy Realty Corporation, as guarantor, and U.S. Bank National Association, as trustee, establishing a series of securities entitled “4.375% Senior Notes due 2025,” including the form of 4.375% Senior Notes due 2025 and the form of related guarantee (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P. as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on September 16, 2015)
4.9	Officers’ Certificate, dated December 11, 2017, pursuant to Sections 102, 201, 301 and 303 of the Indenture dated March 1, 2011, among Kilroy Realty, L.P., as issuer, Kilroy Realty Corporation, as guarantor, and U.S. Bank National Association, as trustee, establishing a series of securities entitled “3.450% Senior Notes due 2024,” including the form of 3.450% Senior Notes due 2024 and the form of related guarantee (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P. as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on December 11, 2017)
4.10	Officers’ Certificate, dated November 29, 2018, pursuant to Sections 102, 201, 301 and 303 of the Indenture dated March 1, 2011, as amended and supplemented, among Kilroy Realty, L.P., as issuer, Kilroy Realty Corporation, as guarantor, and U.S. Bank National Association, as trustee, establishing a series of securities entitled “4.750% Senior Notes due 2028,” including the form of 4.750% Senior Note due 2028 and the form of related guarantee (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P., as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on November 29, 2018)

103

4.11	Officers’ Certificate, dated September 17, 2019, pursuant to Sections 102, 201, 301 and 303 of the Indenture dated March 1, 2011, as amended and supplemented, among Kilroy Realty, L.P., as issuer, Kilroy Realty Corporation, as guarantor, and U.S. Bank National Association, as trustee, establishing a series of securities entitled “3.050% Senior Notes due 2030,” including the form of 3.050% Senior Note due 2030 and the form of related guarantee (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P. as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on September 17, 2019)
4.12	Officers’ Certificate, dated August 12, 2020, pursuant to Sections 102, 201, 301 and 303 of the Indenture dated March 1, 2011, as amended and supplemented, among Kilroy Realty, L.P., as issuer, Kilroy Realty Corporation, as guarantor, and U.S. Bank National Association, as trustee, establishing a series of securities entitled “2.500% Senior Notes due 2032,” including the form of 2.500% Senior Note due 2032 and the form of related guarantee (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P., as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on August 18, 2020)
4.13	Officers’ Certificate, dated October 7, 2021, pursuant to Sections 102, 201, 301 and 303 of the Indenture dated March 1, 2011, as amended and supplemented, among Kilroy Realty, L.P., as issuer, Kilroy Realty Corporation, as guarantor, and U.S. Bank National Association, as trustee, establishing a series of securities entitled “2.650% Senior Notes due 2033,” including the form of 2.650% Senior Note due 2033 and the form of related guarantee. (previously filed Kilroy Realty Corporation and Kilroy Realty, L.P., as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on October 7, 2021)
4.14	The Company is party to agreements in connection with long-term debt obligations, none of which individually exceeds ten percent of the total assets of the Company on a consolidated basis. Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, the Company agrees to furnish copies of these agreements to the Commission upon request
10.1	Pledge Agreement by and among Kilroy Realty, L.P., John B. Kilroy, Sr., John B. Kilroy, Jr. and Kilroy Industries (previously filed by Kilroy Realty Corporation as an exhibit to the Registration Statement on Amendment No. 3 to Form S-11 (No. 333-15553))
10.2†	1997 Stock Option and Incentive Plan of the Registrant and Kilroy Realty, L.P. (previously filed by Kilroy Realty Corporation as an exhibit to the Registration Statement on Amendment No. 3 to Form S-11 (No. 333-15553))
10.3	License Agreement by and among the Registrant and the other persons named therein (previously filed by Kilroy Realty Corporation as an exhibit to the Registration Statement on Amendment No. 4 to Form S-11 (No. 333-15553))
10.4†	Form of Restricted Stock Award Agreement (previously filed by Kilroy Realty Corporation as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on February 8, 2007)
10.5†	Kilroy Realty Corporation Stock Award Deferral Program (previously filed by Kilroy Realty Corporation as an exhibit to Form 8-K as filed with the Securities and Exchange Commission on January 2, 2008)
10.6†	Form of Indemnification Agreement of Kilroy Realty Corporation with certain officers and directors (previously filed by Kilroy Realty Corporation as an exhibit on Form 10-K for the year ended December 31, 2009)
10.7†	Kilroy Realty Corporation Form of Stock Option Grant Notice and Stock Option Agreement (previously filed by Kilroy Realty Corporation as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on February 24, 2012)
10.8†	Form of Restricted Stock Unit Agreement (previously filed by Kilroy Realty Corporation as an exhibit on Form 10-Q for the quarter ended June 30, 2013)
10.9†	Form of Stock Award Deferral Program Restricted Stock Unit Agreement (previously filed by Kilroy Realty Corporation as an exhibit on Form 10-Q for the quarter ended June 30, 2013)
10.10†	Form of Performance-Vest Restricted Stock Unit Agreement (previously filed by Kilroy Realty Corporation as an exhibit on Form 10-Q for the quarter ended March 31, 2014)
10.11†	Form of Restricted Stock Unit Agreement (previously filed by Kilroy Realty Corporation as an exhibit on Form 10-Q for the quarter ended March 31, 2014)
10.12†	Form of Restricted Stock Unit Agreement for Non-Employee Members of the Board of Directors (previously filed by Kilroy Realty Corporation as an exhibit on Form 10-Q for the quarter ended March 31, 2014)

104

10.13†	Form of Performance-Vest Restricted Stock Unit Agreement (previously filed by Kilroy Realty Corporation as an exhibit on Form 10-Q for the quarter ended March 31, 2015)
10.14†	Form of Restricted Stock Unit Agreement (previously filed by Kilroy Realty Corporation as an exhibit on Form 10-Q for the quarter ended March 31, 2015)
10.15†	Form of Restricted Stock Unit Agreement for Non-Employee Members of the Board of Directors (previously filed by Kilroy Realty Corporation as an exhibit on Form 10-Q for the quarter ended March 31, 2015)
10.16†	Amended and Restated Employment Agreement and Non-Competition Agreement by and between Kilroy Realty Corporation, Kilroy Realty, L.P. and Tyler H. Rose effective as of January 28, 2016 (previously filed by Kilroy Realty Corporation as an exhibit on Form 10-Q for the quarter ended March 31, 2016)
10.17†*	Separation Agreement by and between Kilroy Realty Corporation, Kilroy Realty, L.P. and Tyler H. Rose dated as of November 30, 2022
10.18†	Amended and Restated Employment Agreement and Non-Competition Agreement by and between Kilroy Realty Corporation, Kilroy Realty, L.P. and Justin W. Smart effective as of January 28, 2016 (previously filed by Kilroy Realty Corporation as an exhibit on Form 10-Q for the quarter ended March 31, 2016)
10.19†	Amended and Restated Employment Agreement and Non-Competition Agreement by and between Kilroy Realty Corporation, Kilroy Realty, L.P. and Heidi R. Roth effective as of January 28, 2016 (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P. as an exhibit on Form 10-Q for the quarter ended March 31, 2021)
10.20†	Kilroy Realty Corporation Director Compensation Policy effective as of April 1, 2018 (previously filed by Kilroy Realty Corporation as an exhibit on Form 10-Q for the quarter ended March 31, 2018)
10.21†	Employment Agreement, as amended and restated December 27, 2018, by and between Kilroy Realty Corporation, Kilroy Realty, L.P. and John B. Kilroy, Jr. (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P., as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on December 31, 2018)
10.22†	Kilroy Realty Corporation 2006 Incentive Award Plan Restricted Stock Unit Agreement by and between Kilroy Realty Corporation and John B. Kilroy, Jr., dated December 27, 2018 (with retirement as to Time-Based RSUs) (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P., as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on December 31, 2018)
10.23†	Kilroy Realty Corporation 2006 Incentive Award Plan Restricted Stock Unit Agreement by and between Kilroy Realty Corporation and John B. Kilroy, Jr., dated December 27, 2018 (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P., as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on December 31, 2018)
10.24†	Form of Restricted Stock Unit Agreement for 2006 Incentive Award Plan (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P., as an exhibit on Form 10-K for the year ended December 31, 2018)
10.25	Note Purchase Agreement dated September 14, 2016 (previously filed by Kilroy Realty Corporation as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on September 14, 2016)
10.26	Amendment to Note Purchase Agreement dated May 11, 2018 (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P., as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on May 14, 2018)
10.27	Form of Time Sharing Agreement of Kilroy Realty, L.P. (previously filed by Kilroy Realty Corporation as an exhibit on Form 10-Q for the quarter ended September 30, 2016)
10.28	Promissory Note, dated November 29, 2016 (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P., as an exhibit on Form 10-K for the year ended December 31, 2017)
10.29	Loan Agreement, dated November 29, 2016, by and between KR WMC, LLC and Massachusetts Mutual Life Insurance Company (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P., as an exhibit on Form 10-K for the year ended December 31, 2017)
10.30	Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated November 29, 2016 (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P., as an exhibit on Form 10-K for the year ended December 31, 2017)

105

10.31	Assignment of Leases and Rents, dated November 29, 2016 (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P., as an exhibit on Form 10-K for the year ended December 31, 2017)
10.32	Recourse Guaranty Agreement, dated November 29, 2016 (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P., as an exhibit on Form 10-K for the year ended December 31, 2017)
10.33	Environmental Indemnification Agreement, dated November 29, 2016 (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P., as an exhibit on Form 10-K for the year ended December 31, 2017)
10.34†	Kilroy Realty Corporation 2007 Deferred Compensation Plan, as amended and restated effective January 1, 2017 (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P., as an exhibit on Form 10-K for the year ended December 31, 2016)
10.35	General Partner Guaranty Agreement, dated February 17, 2017 (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P., as an exhibit on Form 10-Q for the quarter ended March 31, 2017)
10.36†	Kilroy Realty 2006 Incentive Award Plan (previously filed by Kilroy Realty Corporation as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on May 21, 2020)
10.37	Second Amended and Restated Credit Agreement dated as of July 24, 2017 (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P., as an exhibit on Form 10-Q for the quarter ended June 30, 2017)
10.38	Second Amended and Restated Guaranty dated as of July 24, 2017 (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P., as an exhibit on Form 10-Q for the quarter ended on June 30, 2017)
10.39	Note Purchase Agreement dated May 11, 2018 (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P., as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on May 14, 2018)
10.40	Note Purchase Agreement dated April 28, 2020 (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P., as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on April 30, 2020)
10.41	General Partner Guaranty Agreement dated April 28, 2020 (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P., as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on April 30, 2020)
10.42	Third Amended and Restated Guaranty dated as of April 20, 2021 (previously filed by Kilroy Realty Corporation as an exhibit on Form 10-Q for the quarter ended March 31, 2021)
10.43	Third Amended and Restated Credit Agreement dated as of April 20, 2021 (previously filed by Kilroy Realty Corporation as an exhibit on Form 10-Q for the quarter ended March 31, 2021)
10.44*	Term Loan Agreement dated October 3, 2022
10.45*	Guaranty Agreement dated October 3, 2022
10.46*	Amendment No. 1 to Third Amended and Restated Credit Agreement dated as of October 3, 2022
21.1*	List of Subsidiaries of Kilroy Realty Corporation
21.2*	List of Subsidiaries of Kilroy Realty, L.P.
23.1*	Consent of Deloitte & Touche LLP for Kilroy Realty Corporation
23.2*	Consent of Deloitte & Touche LLP for Kilroy Realty, L.P.
24.1*	Power of Attorney (included on the signature page of this Form 10-K)
31.1*	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Kilroy Realty Corporation
31.2*	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Kilroy Realty Corporation
31.3*	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Kilroy Realty, L.P.
31.4*	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Kilroy Realty, L.P.
32.1*	Section 1350 Certification of Chief Executive Officer of Kilroy Realty Corporation
32.2*	Section 1350 Certification of Chief Financial Officer of Kilroy Realty Corporation
32.3*	Section 1350 Certification of Chief Executive Officer of Kilroy Realty, L.P.
32.4*	Section 1350 Certification of Chief Financial Officer of Kilroy Realty, L.P.

106

101.1*

The following Kilroy Realty Corporation and Kilroy Realty, L.P. financial information for the year ended December 31, 2022, formatted in inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Changes in Equity, (iv) Consolidated Statements of Capital, (v) Consolidated Statements of Cash Flows and (vi) Notes to the Consolidated Financial Statements(1)

104*

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101.1)

*	Filed herewith
†	Management contract or compensatory plan or arrangement.
(1)	Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under these sections.

ITEM 16.    FORM 10-K SUMMARY

None.

107

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Kilroy Realty Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 10, 2023.

KILROY REALTY CORPORATION
By	/s/ Merryl E. Werber
	Merryl E. Werber Senior Vice President, Chief Accounting Officer and Controller

108

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that we, the undersigned directors and officers of Kilroy Realty Corporation, do hereby severally constitute and appoint John Kilroy, Heidi R. Roth, Eliott Trencher and Merryl E. Werber, and each of them, as our true and lawful attorneys-in-fact and agents, each with full powers of substitution, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents, or any of them, may deem necessary or advisable to enable Kilroy Realty Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Annual Report on Form 10-K, including specifically, but without limitation, the power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments hereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents or their substitutes, or any one of them, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/ John Kilroy	Chairman of the Board, Chief Executive Officer (Principal Executive Officer)	February 10, 2023
John Kilroy
/s/ Eliott Trencher	Executive Vice President, Chief Financial Officer and Chief Investment Officer (Principal Financial Officer)	February 10, 2023
Eliott Trencher
/s/ Merryl E. Werber	Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)	February 10, 2023
Merryl E. Werber
/s/ Edward F. Brennan, PhD	Director	February 9, 2023
Edward F. Brennan, PhD
/s/ Jolie Hunt	Director	February 9, 2023
Jolie Hunt
/s/ Scott S. Ingraham	Director	February 9, 2023
Scott S. Ingraham
/s/ Louisa G. Ritter	Director	February 9, 2023
Louisa G. Ritter
/s/ Gary R. Stevenson	Director	February 9, 2023
Gary R. Stevenson
/s/ Peter B. Stoneberg	Director	February 9, 2023
Peter B. Stoneberg

109

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Kilroy Realty, L.P. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 10, 2023.

KILROY REALTY, L.P.
By	/s/ Merryl E. Werber
	Merryl E. Werber Senior Vice President, Chief Accounting Officer and Controller

110

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that we, the undersigned directors and officers of Kilroy Realty Corporation, as sole general partner and on behalf of Kilroy Realty, L.P., do hereby severally constitute and appoint John Kilroy, Heidi R. Roth, Eliott Trencher and Merryl E. Werber, and each of them, as our true and lawful attorneys-in-fact and agents, each with full powers of substitution, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents, or any of them, may deem necessary or advisable to enable Kilroy Realty Corporation, as sole general partner and on behalf of Kilroy Realty, L.P., to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Annual Report on Form 10-K, including specifically, but without limitation, the power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments hereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents or their substitutes, or any one of them, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/ John Kilroy	Chairman of the Board, Chief Executive Officer (Principal Executive Officer)	February 10, 2023
John Kilroy
/s/ Eliott Trencher	Executive Vice President, Chief Financial Officer and Chief Investment Officer (Principal Financial Officer)	February 10, 2023
Eliott Trencher
/s/ Merryl E. Werber	Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)	February 10, 2023
Merryl E. Werber
/s/ Edward F. Brennan, PhD	Director	February 9, 2023
Edward F. Brennan, PhD
/s/ Jolie Hunt	Director	February 9, 2023
Jolie Hunt
/s/ Scott S. Ingraham	Director	February 9, 2023
Scott S. Ingraham
/s/ Lousa G. Ritter	Director	February 9, 2023
Louisa G. Ritter
/s/ Gary R. Stevenson	Director	February 9, 2023
Gary R. Stevenson
/s/ Peter B. Stoneberg	Director	February 9, 2023
Peter B. Stoneberg

111

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2022 AND 2021

AND FOR THE THREE YEARS ENDED DECEMBER 31, 2022

TABLE OF CONTENTS

	Page
FINANCIAL STATEMENTS OF KILROY REALTY CORPORATION:
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)	F - 2
Consolidated Balance Sheets as of December 31, 2022 and 2021	F - 4
Consolidated Statements of Operations for the Years ended December 31, 2022, 2021 and 2020	F - 5
Consolidated Statements of Equity for the Years ended December 31, 2022, 2021 and 2020	F - 6
Consolidated Statements of Cash Flows for the Years ended December 31, 2022, 2021 and 2020	F - 7
FINANCIAL STATEMENTS OF KILROY REALTY, L.P.:
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)	F - 8
Consolidated Balance Sheets as of December 31, 2022 and 2021	F - 10
Consolidated Statements of Operations for the Years ended December 31, 2022, 2021 and 2020	F - 11
Consolidated Statements of Capital for the Years ended December 31, 2022, 2021 and 2020	F - 12
Consolidated Statements of Cash Flows for the Years ended December 31, 2022, 2021 and 2020	F - 13
Notes to Consolidated Financial Statements for Kilroy Realty Corporation and Kilroy Realty, L.P.	F - 14
Schedule II – Valuation and Qualifying Accounts for Kilroy Realty Corporation and Kilroy Realty, L.P.	F - 60
Schedule III – Real Estate and Accumulated Depreciation for Kilroy Realty Corporation and    Kilroy Realty, L.P.	F - 61

F - 1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of

Kilroy Realty Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Kilroy Realty Corporation and subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations, equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 10, 2023, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Rental income — Ownership of tenant improvements and timing of development property revenue recognition — Refer to Note 2 to the financial statements

Critical Audit Matter Description

The timing of when the Company commences rental revenue recognition depends largely on the Company’s determination of whether the Company or the tenant is the owner of the tenant improvements at the leased property for accounting purposes. When management concludes that the Company is the owner of the tenant improvements, the Company records the cost to construct the tenant improvements as capital assets, and commences rental revenue recognition when the tenant takes possession of or controls the finished space, which is generally when the improvements being recorded are substantially complete. When management concludes that the tenant is the owner of certain tenant improvements for accounting purposes, the Company records its contribution towards those tenant-owned improvements as a lease incentive, which is amortized as a reduction to rental revenue on a straight-line basis over the term of the related lease. Rental revenue recognition begins when the tenant takes possession of or controls

F - 2

the physical use of the leased space. The Company's determination of who owns the tenant improvements, whether its obligations to construct the improvements have been met and control has been transferred to the tenant is subject to significant judgment for large development properties.

Construction for large development properties can include certain tenant improvements that are landlord-owned and others that are tenant-owned improvements. In making the determination of ownership of the tenant improvements, management considers numerous factors and performs a detailed evaluation of each individual lease. No one factor is determinative in reaching a conclusion and the factors management evaluates include but are not limited to (i) whether the lease agreement requires landlord approval of how the tenant improvement allowance is spent prior to installation of the tenant improvements (ii) whether the lease agreement requires the tenant to provide evidence to the landlord supporting the cost and what the tenant improvement allowance was spent on prior to payment by the landlord for such tenant improvements (iii) whether the tenant improvements are unique to the tenant or reusable by other tenants (iv) whether the tenant is permitted to alter or remove the tenant improvements without the consent of the landlord or without compensating the landlord for any lost utility or diminution in fair value and (v) whether the ownership of the tenant improvements remains with the landlord or remains with the tenant at the end of the lease term. Further, large development properties can deliver leased space in phases, resulting in various revenue commencement dates with judgment surrounding when the tenant improvements that are landlord-owned, for a particular phase, are substantially complete.

Given the nature of construction work on large development properties, auditing management’s judgments regarding the determination of the owner of the tenant improvements, when control of the leased space transfers to the tenant and when to begin rental revenue recognition involves especially subjective judgment. Performing audit procedures to evaluate the reasonableness of management’s conclusion on ownership of the tenant improvements, specifically related to whether the tenant improvements are unique to the tenant or reusable by other tenants, as well as the appropriate date for when control of the leased space transfers to the tenant required a high degree of auditor judgment and an increased extent of effort.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to determining the ownership of tenant improvements and when control of the leased space transfers to the tenant for development properties, thus the timing of the commencement of rental revenue recognition, included the following, among others:

•We tested the effectiveness of controls over revenue recognition, including those over the ownership of tenant improvements and the determination of when the tenant took possession of or controlled the leased space.

•We evaluated the reasonableness of management’s conclusions regarding the Company’s ownership of tenant improvements by:

–Evaluating the Company’s and the tenant’s respective obligations as governed by the lease agreements for selected leases against criteria for establishing ownership.

–Testing documentation supporting the nature of tenant improvements, particularly the uniqueness of the improvements.

•We evaluated the reasonableness of management’s conclusions regarding the possession of or control of the completed leased space and corresponding commencement of rental revenue recognition for development properties by:

–Testing documentation from construction contractors, architects, and city building inspection sign offs on temporary certificates of occupancy.

/s/ DELOITTE & TOUCHE LLP

Los Angeles, California

February 10, 2023

We have served as the Company’s auditor since 1995.

F - 3

KILROY REALTY CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	December 31, 2022		December 31, 2021
ASSETS
REAL ESTATE ASSETS (Notes 2, 3 and 4):
Land and improvements	$	1,738,242	$	1,731,982
Buildings and improvements	8,302,081		7,543,585
Undeveloped land and construction in progress	1,691,860		2,017,126
Total real estate assets held for investment	11,732,183		11,292,693
Accumulated depreciation and amortization	(2,218,710)		(2,003,656)
Total real estate assets held for investment, net	9,513,473		9,289,037
CASH AND CASH EQUIVALENTS (Note 22)	347,379		414,077
RESTRICTED CASH (Note 22)	—		13,006
MARKETABLE SECURITIES (Notes 16 and 19)	23,547		27,475
CURRENT RECEIVABLES, NET (Notes 2 and 6)	20,583		14,386
DEFERRED RENT RECEIVABLES, NET (Notes 2 and 6)	452,200		405,665
DEFERRED LEASING COSTS AND ACQUISITION-RELATED INTANGIBLE ASSETS, NET (Notes 2, 3 and 5)	250,846		234,458
RIGHT OF USE GROUND LEASE ASSETS (Note 18)	126,530		127,302
PREPAID EXPENSES AND OTHER ASSETS, NET (Note 7)	62,429		57,991
TOTAL ASSETS	$	10,796,987	$	10,583,397
LIABILITIES AND EQUITY
LIABILITIES:
Secured debt, net (Notes 8, 9 and 19)	$	242,938	$	248,367
Unsecured debt, net (Notes 8, 9 and 19)	4,020,058		3,820,383
Accounts payable, accrued expenses and other liabilities (Note 18)	392,360		391,264
Ground lease liabilities (Note 18)	124,994		125,550
Accrued dividends and distributions (Notes 13 and 25)	64,285		61,850
Deferred revenue and acquisition-related intangible liabilities, net (Notes 2, 3, 5 and 10)	195,959		171,151
Rents received in advance and tenant security deposits	81,432		74,962
Total liabilities	5,122,026		4,893,527
COMMITMENTS AND CONTINGENCIES (Note 18)
EQUITY:
Stockholders’ Equity (Note 13):
Common stock, $.01 par value, 280,000,000 shares authorized, 116,878,031 and 116,464,169 shares issued and outstanding, respectively	1,169		1,165
Additional paid-in capital	5,170,760		5,155,232
Retained earnings	265,118		283,663
Total stockholders’ equity	5,437,047		5,440,060
Noncontrolling Interests (Notes 2 and 11):
Common units of the Operating Partnership	53,524		53,746
Noncontrolling interests in consolidated property partnerships	184,390		196,064
Total noncontrolling interests	237,914		249,810
Total equity	5,674,961		5,689,870
TOTAL LIABILITIES AND EQUITY	$	10,796,987	$	10,583,397

See accompanying notes to consolidated financial statements.

F - 4

KILROY REALTY CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

	Year Ended December 31,
	2022		2021		2020
REVENUES (Note 2):
Rental income (Note 17)	$	1,086,018	$	948,994	$	892,306
Other property income	10,969		6,046		6,091
Total revenues	1,096,987		955,040		898,397
EXPENSES:
Property expenses	202,744		165,702		155,118
Real estate taxes	105,869		93,209		92,218
Ground leases (Note 18)	7,565		7,421		8,891
General and administrative expenses (Note 15)	93,642		92,749		99,264
Leasing costs	4,879		3,249		4,493
Depreciation and amortization (Notes 2 and 5)	357,611		310,043		299,308
Total expenses	772,310		672,373		659,292
OTHER INCOME (EXPENSES) :
Interest and other income, net (Note 19)	1,765		3,916		3,424
Interest expense (Note 9)	(84,278)		(78,555)		(70,772)
Gains on sales of depreciable operating properties (Note 4)	17,329		463,128		35,536
Loss on early extinguishment of debt (Note 9)	—		(12,246)		—
Total other (expenses) income	(65,184)		376,243		(31,812)
NET INCOME	259,493		658,910		207,293
Net income attributable to noncontrolling common units of the Operating Partnership (Notes 2 and 11)	(2,283)		(6,163)		(2,869)
Net income attributable to noncontrolling interests in consolidated property partnerships (Notes 2 and 11)	(24,595)		(24,603)		(17,319)
Total income attributable to noncontrolling interests	(26,878)		(30,766)		(20,188)
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS	$	232,615	$	628,144	$	187,105
Net income available to common stockholders per share – basic (Note 20)	$	1.98	$	5.38	$	1.63
Net income available to common stockholders per share – diluted (Note 20)	$	1.97	$	5.36	$	1.63
Weighted average shares of common stock outstanding – basic (Note 20)	116,806,575		116,429,130		113,241,341
Weighted average shares of common stock outstanding – diluted (Note 20)	117,220,047		116,948,643		113,719,622

See accompanying notes to consolidated financial statements.

F - 5

KILROY REALTY CORPORATION

CONSOLIDATED STATEMENTS OF EQUITY

(in thousands, except share and per share/unit data)

	Common Stock							Total Stock- holders’ Equity		Noncontrolling  Interests		Total Equity
	Number  of Shares	Common Stock		Additional Paid-in Capital		Retained Earnings (Distributions in Excess of Earnings)
BALANCE AS OF DECEMBER 31, 2019	106,016,287	$	1,060	$	4,350,917	$	(58,467)	$	4,293,510	$	277,348	$	4,570,858
Net income						187,105		187,105		20,188		207,293
Issuance of common stock	8,897,110	89		721,576				721,665				721,665
Issuance of share-based compensation awards				4,441				4,441				4,441
Non-cash amortization of share-based compensation				37,624				37,624				37,624
Settlement of restricted stock units for shares of common stock	441,416	4		(4)				—				—
Repurchase and cancellation of common stock and restricted stock units	(191,699)	(2)		(14,080)				(14,082)				(14,082)
Exchange of common units of the Operating Partnership	872,713	9		37,631				37,640		(37,640)		—
Distributions to noncontrolling interests in consolidated property partnerships								—		(15,247)		(15,247)
Adjustment for noncontrolling interest in the Operating Partnership				(6,189)				(6,189)		6,189		—
Dividends declared per share of common stock and common unit $1.97 per share/unit)						(231,771)		(231,771)		(3,460)		(235,231)
BALANCE AS OF DECEMBER 31, 2020	116,035,827	1,160		5,131,916		(103,133)		5,029,943		247,378		5,277,321
Net income						628,144		628,144		30,766		658,910
Issuance of share-based compensation awards				3,921				3,921				3,921
Non-cash amortization of share-based compensation				40,960				40,960				40,960
Exercise of stock options	9,000	—		383				383				383
Settlement of restricted stock units for shares of common stock	785,805	8		(8)				—				—
Repurchase of common stock and restricted stock units	(366,463)	(3)		(21,885)				(21,888)				(21,888)
Contributions from noncontrolling interests in consolidated property partnerships								—		1,559		1,559
Distributions to noncontrolling interests in consolidated property partnerships								—		(27,601)		(27,601)
Adjustment for noncontrolling interest in the Operating Partnership				(55)				(55)		55		—
Dividends declared per share of common stock and common unit ($2.04 per share/unit)						(241,348)		(241,348)		(2,347)		(243,695)
BALANCE AS OF DECEMBER 31, 2021	116,464,169	1,165		5,155,232		283,663		5,440,060		249,810		5,689,870
Net income						232,615		232,615		26,878		259,493
Issuance of share-based compensation awards (Note 15)				3,607				3,607				3,607
Non-cash amortization of share-based compensation (Note 15)				34,793				34,793				34,793
Settlement of restricted stock units for shares of common stock (Note 15)	745,248	7		(7)				—				—
Repurchase of common stock and restricted stock units (Note 15)	(331,386)	(3)		(22,931)				(22,934)				(22,934)
Distributions to noncontrolling interests in consolidated property partnerships								—		(36,269)		(36,269)
Adjustment for noncontrolling interest in the Operating Partnership				66				66		(66)		—
Dividends declared per share of common stock and common unit ($2.12 per share/unit) (Notes 13 and 25)						(251,160)		(251,160)		(2,439)		(253,599)
BALANCE AS OF DECEMBER 31, 2022	116,878,031	$	1,169	$	5,170,760	$	265,118	$	5,437,047	$	237,914	$	5,674,961

See accompanying notes to consolidated financial statements.

F - 6

KILROY REALTY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended December 31,
	2022		2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	259,493	$	658,910	$	207,293
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of real estate assets and leasing costs	350,665		303,799		290,353
Depreciation of non-real estate furniture, fixtures and equipment	6,946		6,244		8,955
Revenue (recoveries) reversals for doubtful accounts, net (Notes 2 and 17)	(123)		1,433		18,997
Non-cash amortization of share-based compensation awards (Note 15)	28,347		33,800		30,245
Non-cash amortization of deferred financing costs and net debt discounts	3,657		2,831		2,958
Non-cash amortization of net below market rents (Note 5)	(10,476)		(6,904)		(7,603)
Gains on sales of depreciable operating properties (Note 4)	(17,329)		(463,128)		(35,536)
Loss on early extinguishment of debt (Note 9)	—		12,246		—
Non-cash amortization of deferred revenue related to tenant-funded tenant improvements (Note 10)	(19,321)		(17,247)		(17,547)
Straight-line rents	(46,231)		(53,745)		(67,826)
Amortization of right of use ground lease assets	772		1,241		825
Net change in other operating assets	(12,606)		(6,077)		(3,685)
Net change in other operating liabilities	48,441		43,000		28,161
Net cash provided by operating activities	592,235		516,403		455,590
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for acquisitions of development properties and undeveloped land (Note 3)	(40,033)		(586,927)		—
Expenditures for development and redevelopment properties and undeveloped land	(453,774)		(552,837)		(486,565)
Expenditures for operating properties and other capital assets	(92,802)		(120,611)		(129,500)
Expenditures for acquisitions of operating properties (Note 3)	—		(537,429)		—
Net proceeds received from dispositions (Note 4)	33,416		1,048,927		74,937
Decrease (increase) in acquisition-related deposits	—		1,000		(1,000)
Net cash used in investing activities	(553,193)		(747,877)		(542,128)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments and repayments of secured debt (Note 9)	(5,555)		(5,341)		(5,137)
Financing costs (Note 9)	(6,432)		(12,032)		(6,594)
Borrowings on unsecured debt (Note 9)	200,000		—		—
Net proceeds from the issuance of unsecured debt (Note 9)	—		449,807		772,297
Repayments of unsecured debt (Note 9)	—		(312,105)		(150,000)
Borrowings on unsecured revolving credit facility	—		—		190,000
Repayments on unsecured revolving credit facility	—		—		(435,000)
Net proceeds from issuance of common stock	—		—		721,665
Repurchase of common stock and restricted stock units (Note 15)	(22,934)		(21,888)		(14,082)
Distributions to noncontrolling interests in consolidated property partnerships	(36,269)		(27,601)		(15,247)
Dividends and distributions paid to common stockholders and common unitholders	(247,556)		(237,355)		(224,578)
Proceeds from exercise of stock options	—		383		—
Contributions from noncontrolling interests in consolidated property partnerships	—		1,559		—
Net cash (used in) provided by financing activities	(118,746)		(164,573)		833,324
Net (decrease) increase in cash and cash equivalents and restricted cash	(79,704)		(396,047)		746,786
Cash and cash equivalents and restricted cash, beginning of year	427,083		823,130		76,344
Cash and cash equivalents and restricted cash, end of year	$	347,379	$	427,083	$	823,130

See accompanying notes to consolidated financial statements.

F - 7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of

Kilroy Realty, L.P.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Kilroy Realty, L.P. and subsidiaries (the “Operating Partnership”) as of December 31, 2022 and 2021, the related consolidated statements of operations, capital, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Operating Partnership’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 10, 2023, expressed an unqualified opinion on the Operating Partnership’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion on the Operating Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Rental income — Ownership of tenant improvements and timing of development property revenue recognition — Refer to Note 2 to the financial statements

Critical Audit Matter Description

The timing of when the Operating Partnership commences rental revenue recognition depends largely on the Operating Partnership’s determination of whether the Operating Partnership or the tenant is the owner of the tenant improvements at the leased property for accounting purposes. When management concludes that the Operating Partnership is the owner of the tenant improvements, the Operating Partnership records the cost to construct the tenant improvements as capital assets, and commences rental revenue recognition when the tenant takes possession of or controls the finished space, which is generally when the improvements being recorded are substantially complete. When management concludes that the tenant is the owner of certain tenant improvements for accounting purposes, the Operating Partnership records its contribution towards those tenant-owned improvements as a lease incentive, which is amortized as a reduction to rental revenue on a straight-line basis over the term of the related

F - 8

lease. Rental revenue recognition begins when the tenant takes possession of or controls the physical use of the leased space. The Operating Partnership’s determination of who owns the tenant improvements, whether its obligations to construct the improvements have been met and control has been transferred to the tenant is subject to significant judgment for large development properties.

Construction for large development properties can include certain tenant improvements that are landlord-owned and others that are tenant-owned improvements. In making the determination of ownership of the tenant improvements, management considers numerous factors and performs a detailed evaluation of each individual lease. No one factor is determinative in reaching a conclusion and the factors management evaluates include but are not limited to (i) whether the lease agreement requires landlord approval of how the tenant improvement allowance is spent prior to installation of the tenant improvements (ii) whether the lease agreement requires the tenant to provide evidence to the landlord supporting the cost and what the tenant improvement allowance was spent on prior to payment by the landlord for such tenant improvements (iii) whether the tenant improvements are unique to the tenant or reusable by other tenants (iv) whether the tenant is permitted to alter or remove the tenant improvements without the consent of the landlord or without compensating the landlord for any lost utility or diminution in fair value and (v) whether the ownership of the tenant improvements remains with the landlord or remains with the tenant at the end of the lease term. Further, large development properties can deliver leased space in phases, resulting in various revenue commencement dates with judgment surrounding when the tenant improvements that are landlord-owned, for a particular phase, are substantially complete.

Given the nature of construction work on large development properties, auditing management’s judgments regarding the determination of the owner of the tenant improvements, when control of the leased space transfers to the tenant and when to begin rental revenue recognition involves especially subjective judgment. Performing audit procedures to evaluate the reasonableness of management’s conclusion on ownership of the tenant improvements, specifically related to whether the tenant improvements are unique to the tenant or reusable by other tenants, as well as the appropriate date for when control of the leased space transfers to the tenant required a high degree of auditor judgment and an increased extent of effort.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to determining the ownership of tenant improvements and when control of the leased space transfers to the tenant for development properties, thus the timing of the commencement of rental revenue recognition, included the following, among others:

•We tested the effectiveness of controls over revenue recognition, including those over the ownership of tenant improvements and the determination of when the tenant took possession of or controlled the leased space.

•We evaluated the reasonableness of management’s conclusions regarding the Operating Partnership’s ownership of tenant improvements by:

–Evaluating the Operating Partnership’s and the tenant’s respective obligations as governed by the lease agreements for selected leases against criteria for establishing ownership.

–Testing documentation supporting the nature of tenant improvements, particularly the uniqueness of the improvements.

•We evaluated the reasonableness of management’s conclusions regarding the possession of or control of the completed leased space and corresponding commencement of rental revenue recognition for development properties by:

–Testing documentation from construction contractors, architects, and city building inspection sign offs on temporary certificates of occupancy.

/s/ DELOITTE & TOUCHE LLP

Los Angeles, California

February 10, 2023

We have served as the Operating Partnership’s auditor since 2010.

F - 9

KILROY REALTY, L.P.

CONSOLIDATED BALANCE SHEETS

(in thousands, except unit data)

	December 31, 2022		December 31, 2021
ASSETS
REAL ESTATE ASSETS (Notes 2, 3 and 4):
Land and improvements	$	1,738,242	$	1,731,982
Buildings and improvements	8,302,081		7,543,585
Undeveloped land and construction in progress	1,691,860		2,017,126
Total real estate assets held for investment	11,732,183		11,292,693
Accumulated depreciation and amortization	(2,218,710)		(2,003,656)
Total real estate assets held for investment, net	9,513,473		9,289,037
CASH AND CASH EQUIVALENTS (Note 23)	347,379		414,077
RESTRICTED CASH (Note 23)	—		13,006
MARKETABLE SECURITIES (Notes 16 and 19)	23,547		27,475
CURRENT RECEIVABLES, NET (Notes 2 and 6)	20,583		14,386
DEFERRED RENT RECEIVABLES, NET (Notes 2 and 6)	452,200		405,665
DEFERRED LEASING COSTS AND ACQUISITION-RELATED INTANGIBLE ASSETS, NET (Notes 2, 3 and 5)	250,846		234,458
RIGHT OF USE GROUND LEASE ASSETS (Note 18)	126,530		127,302
PREPAID EXPENSES AND OTHER ASSETS, NET (Note 7)	62,429		57,991
TOTAL ASSETS	$	10,796,987	$	10,583,397
LIABILITIES AND CAPITAL
LIABILITIES:
Secured debt, net (Notes 9 and 19)	$	242,938	$	248,367
Unsecured debt, net (Notes 9 and 19)	4,020,058		3,820,383
Accounts payable, accrued expenses and other liabilities (Note 18)	392,360		391,264
Ground lease liabilities (Note 18)	124,994		125,550
Accrued distributions (Notes 14 and 25)	64,285		61,850
Deferred revenue and acquisition-related intangible liabilities, net (Notes 2, 3, 5 and 10)	195,959		171,151
Rents received in advance and tenant security deposits	81,432		74,962
Total liabilities	5,122,026		4,893,527
COMMITMENTS AND CONTINGENCIES (Note 18)
CAPITAL:
Partner’s Capital - Common units, 116,878,031 and 116,464,169 held by the general partner and 1,150,574 and 1,150,574 held by common limited partners issued and outstanding, respectively (Note 14)	5,490,571		5,493,806
Noncontrolling interests in consolidated property partnerships and subsidiaries (Notes 2 and 12)	184,390		196,064
Total capital	5,674,961		5,689,870
TOTAL LIABILITIES AND CAPITAL	$	10,796,987	$	10,583,397

See accompanying notes to consolidated financial statements.

F - 10

KILROY REALTY, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except unit and per unit data)

	Year Ended December 31,
	2022		2021		2020
REVENUES (Note 2):
Rental income (Note 17)	$	1,086,018	$	948,994	$	892,306
Other property income	10,969		6,046		6,091
Total revenues	1,096,987		955,040		898,397
EXPENSES:
Property expenses	202,744		165,702		155,118
Real estate taxes	105,869		93,209		92,218
Ground leases (Note 18)	7,565		7,421		8,891
General and administrative expenses (Note 15)	93,642		92,749		99,264
Leasing costs	4,879		3,249		4,493
Depreciation and amortization (Notes 2 and 5)	357,611		310,043		299,308
Total expenses	772,310		672,373		659,292
OTHER INCOME (EXPENSES):
Interest and other income, net (Note 19)	1,765		3,916		3,424
Interest expense (Note 9)	(84,278)		(78,555)		(70,772)
Gains on sales of depreciable operating properties (Note 4)	17,329		463,128		35,536
Loss on early extinguishment of debt (Note 9)	—		(12,246)		—
Total other (expenses) income	(65,184)		376,243		(31,812)
NET INCOME	259,493		658,910		207,293
Net income attributable to noncontrolling interests in consolidated property partnerships and subsidiaries (Notes 2 and 12)	(24,595)		(24,603)		(17,684)
NET INCOME AVAILABLE TO COMMON UNITHOLDERS	$	234,898	$	634,307	$	189,609
Net income available to common unitholders per unit – basic (Note 21)	$	1.98	$	5.38	$	1.63
Net income available to common unitholders per unit – diluted (Note 21)	$	1.97	$	5.36	$	1.62
Weighted average common units outstanding – basic (Note 21)	117,957,149		117,579,704		115,095,506
Weighted average common units outstanding – diluted (Note 21)	118,370,621		118,099,217		115,573,787

See accompanying notes to consolidated financial statements.

F - 11

KILROY REALTY, L.P.

CONSOLIDATED STATEMENTS OF CAPITAL

(in thousands, except unit and per unit data)

	Partners’ Capital			Noncontrolling Interests in Consolidated Property Partnerships and Subsidiaries
	Number of Common Units	Common Units				Total Capital
BALANCE AS OF DECEMBER 31, 2019	108,039,574	$	4,369,758	$	201,100	$	4,570,858
Net income		189,609		17,684		207,293
Issuance of common units	8,897,110	721,665				721,665
Issuance of share-based compensation awards		4,441				4,441
Non-cash amortization of share-based compensation		37,624				37,624
Settlement of restricted stock units	441,416	—				—
Repurchase and cancellation of common units and restricted stock units	(191,699)	(14,082)				(14,082)
Contributions from noncontrolling interest in consolidated property partnerships		6,034		(6,034)		—
Distributions to noncontrolling interests in consolidated property partnerships				(15,247)		(15,247)
Distributions declared per common unit ($1.97 per unit)		(235,231)				(235,231)
BALANCE AS OF DECEMBER 31, 2020	117,186,401	5,079,818		197,503		5,277,321
Net income		634,307		24,603		658,910
Issuance of share-based compensation awards		3,921				3,921
Non-cash amortization of share-based compensation		40,960				40,960
Exercise of stock options	9,000	383				383
Settlement of restricted stock units	785,805	—				—
Repurchase of common units and restricted stock units	(366,463)	(21,888)				(21,888)
Contributions of noncontrolling interests in consolidated subsidiary		—		1,559		1,559
Distributions to noncontrolling interests in consolidated property partnerships				(27,601)		(27,601)
Distributions declared per common unit ($2.04 per unit)		(243,695)				(243,695)
BALANCE AS OF DECEMBER 31, 2021	117,614,743	5,493,806		196,064		5,689,870
Net income		234,898		24,595		259,493
Issuance of share-based compensation awards (Note 15)		3,607				3,607
Non-cash amortization of share-based compensation (Note 15)		34,793				34,793
Settlement of restricted stock units (Note 15)	745,248	—				—
Repurchase of common units and restricted stock units (Note 15)	(331,386)	(22,934)				(22,934)
Distributions to noncontrolling interests in consolidated property partnerships		—		(36,269)		(36,269)
Distributions declared per common unit ($2.12 per unit) (Notes 14 and 25)		(253,599)				(253,599)
BALANCE AS OF DECEMBER 31, 2022	118,028,605	$	5,490,571	$	184,390	$	5,674,961

See accompanying notes to consolidated financial statements.

F - 12

KILROY REALTY, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended December 31,
	2022		2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	259,493	$	658,910	$	207,293
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of real estate assets and leasing costs	350,665		303,799		290,353
Depreciation of non-real estate furniture, fixtures and equipment	6,946		6,244		8,955
Revenue (recoveries) reversals for doubtful accounts, net (Notes 2 and 17)	(123)		1,433		18,997
Non-cash amortization of share-based compensation awards (Note 15)	28,347		33,800		30,245
Non-cash amortization of deferred financing costs and net debt discounts	3,657		2,831		2,958
Non-cash amortization of net below market rents (Note 5)	(10,476)		(6,904)		(7,603)
Gains on sales of depreciable operating properties (Note 4)	(17,329)		(463,128)		(35,536)
Loss on early extinguishment of debt (Note 9)	—		12,246		—
Non-cash amortization of deferred revenue related to tenant-funded tenant improvements (Note 10)	(19,321)		(17,247)		(17,547)
Straight-line rents	(46,231)		(53,745)		(67,826)
Amortization of right of use ground lease assets	772		1,241		825
Net change in other operating assets	(12,606)		(6,077)		(3,685)
Net change in other operating liabilities	48,441		43,000		28,161
Net cash provided by operating activities	592,235		516,403		455,590
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for acquisitions of development properties and undeveloped land (Note 3)	(40,033)		(586,927)		—
Expenditures for development and redevelopment properties and undeveloped land	(453,774)		(552,837)		(486,565)
Expenditures for operating properties and other capital assets	(92,802)		(120,611)		(129,500)
Expenditures for acquisitions of operating properties (Note 3)	—		(537,429)		—
Net proceeds received from dispositions (Note 4)	33,416		1,048,927		74,937
Decrease (increase) in acquisition-related deposits	—		1,000		(1,000)
Net cash used in investing activities	(553,193)		(747,877)		(542,128)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments and repayments of secured debt (Note 9)	(5,555)		(5,341)		(5,137)
Financing costs (Note 9)	(6,432)		(12,032)		(6,594)
Borrowings on unsecured debt (Note (9)	200,000		—		—
Net proceeds from the issuance of unsecured debt (Note 9)	—		449,807		772,297
Repayments of unsecured debt (Note 9)	—		(312,105)		(150,000)
Borrowings on unsecured revolving credit facility	—		—		190,000
Repayments on unsecured revolving credit facility	—		—		(435,000)
Net proceeds from issuance of common units	—		—		721,665
Repurchase of common units and restricted stock units (Note 15)	(22,934)		(21,888)		(14,082)
Distributions to noncontrolling interests in consolidated property partnerships	(36,269)		(27,601)		(15,247)
Distributions paid to common unitholders	(247,556)		(237,355)		(224,578)
Proceeds from exercise of stock options	—		383		—
Contributions from noncontrolling interests in consolidated property partnerships	—		1,559		—
Net cash (used in) provided by financing activities	(118,746)		(164,573)		833,324
Net (decrease) increase in cash and cash equivalents and restricted cash	(79,704)		(396,047)		746,786
Cash and cash equivalents and restricted cash, beginning of year	427,083		823,130		76,344
Cash and cash equivalents and restricted cash, end of year	$	347,379	$	427,083	$	823,130

See accompanying notes to consolidated financial statements.

F - 13

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.Organization and Ownership

Kilroy Realty Corporation (the “Company”) is a self-administered real estate investment trust (“REIT”) active in premier office, life science and mixed-use submarkets in the United States. We own, develop, acquire and manage real estate assets, consisting primarily of Class A properties in Greater Los Angeles, San Diego County, the San Francisco Bay Area, Greater Seattle and Austin, Texas, which we believe have strategic advantages and strong barriers to entry. Class A real estate encompasses attractive and efficient buildings of high quality that are attractive to tenants, are well-designed and constructed with above-average material, workmanship and finishes and are well-maintained and managed. We qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). The Company’s common stock is publicly traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “KRC.”

We own our interests in all of our real estate assets through Kilroy Realty, L.P. (the “Operating Partnership”). We generally conduct substantially all of our operations through the Operating Partnership. Unless stated otherwise or the context indicates otherwise, the terms “Kilroy Realty Corporation” or the “Company,” “we,” “our,” and “us” refer to Kilroy Realty Corporation and its consolidated subsidiaries and the term “Operating Partnership” refers to Kilroy Realty, L.P. and its consolidated subsidiaries. The descriptions of our business, employees, and properties apply to both the Company and the Operating Partnership.

Our stabilized portfolio of operating properties was comprised of the following properties at December 31, 2022:

	Number of Buildings	Rentable Square Feet (unaudited)	Number of Tenants	Percentage  Occupied (unaudited)(1)		Percentage Leased (unaudited)
Stabilized Office Properties (2)	119	16,194,146	406	91.6	%	92.9	%

_______________________

(1)Represents economic occupancy.

(2)Includes stabilized life science and retail space.

	Number of Projects	Number of Units	2022 Average Occupancy (unaudited)
Stabilized Residential Properties	3	1,001	93.5	%

Our stabilized portfolio includes all of our properties with the exception of development properties currently committed for construction, under construction, or in the tenant improvement phase, redevelopment properties under construction, undeveloped land and real estate assets held for sale. We define redevelopment properties as those properties for which we expect to spend significant development and construction costs on the existing or acquired buildings pursuant to a formal plan, the intended result of which is a higher economic return on the property. We define properties in the tenant improvement phase as office and life science properties that we are developing or redeveloping where the project has reached cold shell condition and is ready for tenant improvements, which may require additional major base building construction before being placed in service. Projects in the tenant improvement phase are added to our stabilized portfolio once the project reaches the earlier of 95% occupancy or one year from the date of the cessation of major base building construction activities. Costs capitalized to construction in progress for development and redevelopment properties are transferred to land and improvements, buildings and improvements, and deferred leasing costs on our consolidated balance sheets at the historical cost of the property as the projects or phases of projects are placed in service.

During the year ended December 31, 2022, we added two development projects and two redevelopment projects to our stabilized portfolio consisting of four buildings totaling 1,114,704 square feet of office and life science space in Seattle, Washington and San Diego, California. We did not have any properties held for sale at December 31, 2022. As of December 31, 2022, the following properties were excluded from our stabilized portfolio:

F - 14

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Number of Properties/Projects	Estimated Rentable Square Feet (1) (unaudited)
In-process development projects - tenant improvement	1	734,000
In-process development projects - under construction	2	946,000
In-process redevelopment projects - under construction	2	100,000

____________________

(1)Estimated rentable square feet upon completion.

Our stabilized portfolio also excludes our future development pipeline, which as of December 31, 2022 was comprised of eight future development sites, representing approximately 64 gross acres of undeveloped land.

As of December 31, 2022, all of our properties, development projects and redevelopment projects were owned and all of our business was conducted in the state of California with the exception of ten stabilized office properties and one future development project located in the state of Washington and one development project in the tenant improvement phase and one future development project in Austin, Texas. All of our properties, development projects and redevelopment projects are 100% owned, excluding four office properties owned by three consolidated property partnerships. Two of the three consolidated property partnerships, 100 First Street Member, LLC (“100 First LLC”) and 303 Second Street Member, LLC (“303 Second LLC”), each owned one office property in San Francisco, California through subsidiary REITs. As of December 31, 2022, the Company owned a 56% common equity interest in both 100 First LLC and 303 Second LLC. The third consolidated property partnership, Redwood City Partners, LLC (“Redwood LLC”) owned two office properties in Redwood City, California. As of December 31, 2022, the Company owned an approximate 93% common equity interest in Redwood LLC. The remaining interests in all three property partnerships were owned by unrelated third parties.

As of December 31, 2022, the Company owned an approximate 99.0% common general partnership interest in the Operating Partnership. The remaining approximate 1.0% common limited partnership interest in the Operating Partnership as of December 31, 2022 was owned by non-affiliated investors and certain of our executive officers and directors. Both the general and limited common partnership interests in the Operating Partnership are denominated in common units. Generally, the number of common units held by the Company is equivalent to the number of outstanding shares of the Company’s common stock, and the rights of all the common units to quarterly distributions and payments in liquidation mirror those of the Company’s common stockholders. The common limited partners have certain redemption rights as provided in the Operating Partnership’s Seventh Amended and Restated Agreement of Limited Partnership, as amended, the “Partnership Agreement”. With the exception of the Operating Partnership and our consolidated property partnerships, all of our subsidiaries are wholly-owned.

F - 15

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

2.    Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The consolidated financial statements of the Company include the consolidated financial position and results of operations of the Company, the Operating Partnership, 303 Second LLC, 100 First LLC, Redwood LLC and all of our wholly-owned and controlled subsidiaries. The consolidated financial statements of the Operating Partnership include the consolidated financial position and results of operations of the Operating Partnership, 303 Second LLC, 100 First LLC, Redwood LLC and all of our wholly-owned and controlled subsidiaries. All intercompany balances and transactions have been eliminated in the consolidated financial statements.

Partially Owned Entities and Variable Interest Entities

At December 31, 2022 and 2021, the consolidated financial statements of the Company included two VIEs in addition to the Operating Partnership: 100 First LLC and 303 Second LLC. At December 31, 2022 and 2021, the Company and the Operating Partnership were determined to be the primary beneficiaries of these two VIEs since we had the ability to control the activities that most significantly impact each of the VIEs’ economic performance. As of December 31, 2022, the two VIEs’ total assets, liabilities and noncontrolling interests included on our consolidated balance sheet were approximately $438.7 million (of which $362.7 million related to real estate held for investment), approximately $31.5 million and approximately $179.4 million, respectively. At December 31, 2021, the two VIEs’ total assets, liabilities and noncontrolling interests included on our consolidated balance sheet were approximately $462.3 million (of which $377.9 million related to real estate held for investment on our consolidated balance sheet), approximately $28.1 million and approximately $190.7 million, respectively. Revenues, income and net assets generated by 100 First LLC and 303 Second LLC may only be used to settle their contractual obligations, which primarily consist of operating expenses, capital expenditures and required distributions.

Our accounting policy is to consolidate entities in which we have a controlling financial interest and significant decision making control over the entity's operations. In determining whether we have a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider factors such as ownership interest, board representation, management representation, size of our investment (including loans), authority to control decisions, and contractual and substantive participating rights of the members. In addition to evaluating control rights, we consolidate entities in which the other members have no substantive kick-out rights to remove the Company as the managing member.

Entities in which the equity investors do not have sufficient equity at risk to finance their endeavors without additional financial support or the holders of the equity investment at risk do not have a controlling financial interest are VIEs. We evaluate whether an entity is a VIE and whether we are the primary beneficiary. We are deemed to be the primary beneficiary of a VIE when we have the power to direct the activities of the VIE that most significantly impact the VIEs’ economic performance and the obligation to absorb losses or receive benefits that could potentially be significant to the VIE.

If the requirements for consolidation are not met, the Company would account for investments under the equity method of accounting if we have the ability to exercise significant influence over the entity. Equity method investments would be initially recorded at cost and subsequently adjusted for our share of net income or loss and cash contributions and distributions each period. The Company did not have any equity method investments at December 31, 2022 or 2021.

F - 16

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Significant Accounting Policies

Revenue Recognition

Rental revenue for office, life science and retail operating properties is our principal source of revenue. We recognize revenue from base rent (fixed lease payments), additional rent (variable lease payments, which consist of amounts due from tenants for common area maintenance, real estate taxes, and other recoverable costs), parking and other lease-related revenue once all of the following criteria are met: (i) the agreement has been fully executed and delivered, (ii) services have been rendered, (iii) the amount is fixed or determinable and (iv) payment has been received or the collectability of substantially all of the amount due is probable. Minimum annual rental revenues are recognized in rental revenues on a straight-line basis over the non-cancellable term of the related lease.

Base Rent

The timing of when we commence rental revenue recognition for office, life science and retail properties depends largely on our conclusion as to whether the Company or the tenant is the owner for accounting purposes of tenant improvements at the leased property. When we conclude that the Company is the owner of tenant improvements for accounting purposes, we record the cost to construct the tenant improvements as an asset and commence rental revenue recognition when the tenant takes possession of or controls the finished space, which is generally when tenant improvements being recorded as our assets are substantially complete. In certain instances, when we conclude that the tenant is the owner of certain tenant improvements for accounting purposes, rental revenue recognition begins when the tenant takes possession or controls the physical use of the leased space. The determination of who owns the tenant improvements is made on a lease-by-lease basis and has a significant effect on the timing of commencement of revenue recognition. Further, the Company may deliver leased space in phases, rather than for an entire building or project, resulting in various revenue commencement dates for a particular lease, which involves significant judgment surrounding when the tenant takes possession of or controls each respective phase, building or project.

When we conclude that the Company is the owner of tenant improvements for accounting purposes, we record the cost to construct the tenant improvements, including costs paid for or reimbursed by the tenants, as an asset. For these tenant-funded tenant improvements, we record the amount funded by or reimbursed by tenants as deferred revenue, which is amortized and recognized as rental income on a straight-line basis over the term of the related lease.

When we conclude that the tenant is the owner of certain tenant improvements for accounting purposes, we record our contribution towards those tenant-owned improvements as a lease incentive, which is included in deferred leasing costs and acquisition-related intangible assets, net on our consolidated balance sheets and amortized as a reduction to rental revenue on a straight-line basis over the term of the related lease.

For residential properties, we commence revenue recognition upon lease commencement. Residential rental revenue is recognized on a straight-line basis over the term of the related lease, net of any concessions.

When a lease is amended, which may occur from time to time, we determine whether (1) an additional right of use not included in the original lease is being granted as a result of the modification, and (2) there is an increase in the lease payments that is commensurate with the standalone price for the additional right of use. If both of those conditions are met, the amendment is accounted for as a separate lease contract. If either of those conditions are not met, the amendment is accounted for as a lease modification. Most of our lease amendments are accounted for as a modification of our operating leases which will likely require us to reassess both the lease term and fixed lease payments, including considering any prepaid or deferred rent receivables relating to the original lease, as a part of the lease payments for the modified lease.

Termination options in some of our leases allow the tenant to terminate the lease, in part or in whole, prior to the end of the lease term under certain circumstances. Termination options require advance notification from the tenant and payment of a termination fee that reimburses us for a portion of the remaining rent under the original lease term and the net book value of lease inception costs such as commissions, tenant improvements and lease

F - 17

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

incentives. Termination fee income, included in rental income, is recognized on a straight-line basis from the date of notification of early termination through lease expiration when the amount of the fee is determinable and collectability of the fee is probable. This fee income is reduced on a straight-line basis by any deferred rent receivable related to the lease projected at the date of tenant vacancy.

Additional Rent - Reimbursements from Tenants

Additional rent, consisting of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs, are recognized in rental income in the period the recoverable costs are incurred. Additional rent where we pay the associated costs directly to third-party vendors and are reimbursed by our tenants are recognized and recorded on a gross basis, with the corresponding expense recognized in property expenses or real estate taxes.

Other Property Income

Other property income primarily includes amounts recorded in connection with transient daily parking, tenant bankruptcy settlement payments, broken deal income and property damage settlement related payments. Other property income also includes miscellaneous income from tenants, restoration fees and fees for late rental payments. Amounts recorded within other property income fall within the scope of ASC Topic 606 “Revenue from Contracts with Customers” and are recognized as revenue at the point in time when control of the goods or services transfers to the customer and our performance obligation is satisfied.

Uncollectible Lease Receivables and Allowances for Tenant and Deferred Rent Receivables

We carry our current and deferred rent receivables net of allowances for amounts that may not be collected. These allowances are increased or decreased through rental income, and our determination of the adequacy of the Company’s allowances for tenant receivables includes a binary assessment of whether or not substantially all of the amounts due under a tenant’s lease agreement are probable of collection. Such assessment involves using a methodology that incorporates a specific identification analysis and an aging analysis and considers the current economic and business environment. This determination requires significant judgment and estimates about matters that are uncertain at the time the estimates are made, including the creditworthiness of specific tenants, specific industry trends and conditions, and general economic trends and conditions. For leases that are deemed probable of collection, revenue continues to be recorded on a straight-line basis over the lease term. For leases that are deemed not probable of collection, revenue is recorded as the lesser of (i) the amount which would be recognized on a straight-line basis or (ii) cash that has been received from the tenant, including deferred revenue, with any tenant and deferred rent receivable balances charged as a direct write-off against rental income in the period of the change in the collectability determination. If the collectability determination subsequently changes to being probable of collection for leases for which revenue is recorded based on cash received from the tenant, we resume recognizing revenue, including deferred revenue, on a straight-line basis and recognize incremental revenue related to the reinstatement of cumulative deferred rent receivable and deferred revenue balances, as if revenue had been recorded on a straight-line basis since the inception of the lease.

For tenant and deferred rent receivables associated with leases whose rents are deemed probable of collection, we may record an allowance under other authoritative GAAP using a methodology that incorporates a specific identification analysis and an aging analysis and considers the current economic and business environment. This determination requires significant judgment and estimates about matters that are uncertain at the time the estimates are made, including the creditworthiness of specific tenants, specific industry trends and conditions, and general economic trends and conditions. Tenant and deferred rent receivables deemed probable of collection are carried net of allowances for uncollectible accounts, with increases or decreases in the allowances recorded through rental income on our consolidated statements of operations.

Current tenant receivables consist primarily of amounts due for contractual lease payments and reimbursements of common area maintenance expenses, property taxes, and other costs recoverable from tenants. With respect to the allowance for uncollectible tenant receivables, the specific identification methodology analysis relies on factors such as the age and nature of the receivables, the payment history and financial condition of the tenant, our

F - 18

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

assessment of the tenant’s ability to meet its lease obligations, and the status of negotiations of any disputes with the tenant.

Deferred rent receivables represent the amount by which the cumulative straight-line rental revenue recorded to date exceeds cash rents billed to date under the lease agreement. With respect to the allowance for deferred rent receivables, given the longer-term nature of these receivables, the specific identification methodology analysis evaluates each of our significant tenants and any tenants on our internal watchlist and relies on factors such as each tenant’s financial condition and its ability to meet its lease obligations. We evaluate our reserve levels quarterly based on changes in the financial condition of tenants and our assessment of the tenant’s ability to meet its lease obligations, overall economic conditions, and the current business environment.

Acquisitions

Acquisitions of operating properties and development and redevelopment opportunities generally do not meet the definition of a business and are accounted for as asset acquisitions, as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. For these asset acquisitions, we record the acquired tangible and intangible assets and assumed liabilities based on each asset’s and liability’s relative fair value at the acquisition date of the total purchase price plus any capitalized acquisition costs. We record the acquired tangible and intangible assets and assumed liabilities of acquisitions of operating properties and development and redevelopment opportunities that meet the accounting criteria to be accounted for as business combinations at fair value at the acquisition date. Transaction costs associated with asset acquisitions, including costs incurred during negotiation, are capitalized in addition to the purchase price of the acquisition.

The acquired assets and assumed liabilities for an acquisition generally include but are not limited to (i) land and improvements, buildings and improvements, undeveloped land and construction in progress and (ii) identified tangible and intangible assets and liabilities associated with in-place leases, including tenant improvements, leasing costs, value of above-market and below-market operating leases and ground leases, acquired in-place lease values and tenant relationships, if any. Any debt assumed and equity (including common units of the Operating Partnership) issued in connection with a property acquisition is recorded at fair value on the date of acquisition.

The fair value of land and improvements is derived from comparable sales of land and improvements within the same submarket and/or region. The fair value of buildings and improvements, tenant improvements and leasing costs considers the value of the property as if it was vacant as well as current replacement costs and other relevant market rate information.

The fair value of the above-market or below-market component of an acquired in-place operating lease is based upon the present value (calculated using a market discount rate) of the difference between (i) the contractual rents to be paid pursuant to the lease over its remaining non-cancellable lease term and (ii) our estimate of the rents that would be paid using fair market rental rates and rent escalations at the date of acquisition measured over the remaining non-cancellable term of the lease for above-market operating leases and the initial non-cancellable term plus the term of any below-market fixed rate renewal options, if applicable, for below-market operating leases. Our below-market operating leases generally do not include fixed rate or below-market renewal options. The amounts recorded for above-market operating leases are included in deferred leasing costs and acquisition-related intangible assets, net on the balance sheet and are amortized on a straight-line basis as a reduction of rental income over the remaining term of the applicable leases. The amounts recorded for below-market operating leases are included in deferred revenue and acquisition-related intangible liabilities, net on the balance sheet and are amortized on a straight-line basis as an increase to rental income over the remaining term of the applicable leases plus the term of any below-market fixed rate renewal options, if applicable. The amortization of a below-market ground lease obligation is recorded as an increase to ground lease expense in the consolidated statements of operations for the periods presented. The amortization of an above-market ground lease obligation is recorded as a decrease to ground lease expense in the consolidated statements of operations for the periods presented.

The fair value of acquired in-place leases is derived based on our assessment of lost revenue and costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased. The amount recorded for acquired in-place leases is included in deferred leasing costs and acquisition-related intangible assets,

F - 19

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

net on the balance sheet and amortized as an increase to depreciation and amortization expense over the remaining term of the applicable leases. Fully amortized intangible assets are written off each quarter.

Operating Properties

Operating properties are generally carried at historical cost less accumulated depreciation. Properties held for sale are reported at the lower of the carrying value or the fair value less estimated cost to sell. The cost of operating properties includes the purchase price or development costs of the properties. Costs incurred for the renovation and betterment of the operating properties are capitalized to our investment in that property. Maintenance and repairs are charged to expense as incurred.

When evaluating properties to be held and used for potential impairment, we first evaluate whether there are any indicators of impairment for any of our properties. If any impairment indicators are present for a specific property, we then evaluate the regional market conditions that could reasonably affect the property. If there are negative changes and trends in that regional market, we then perform an undiscounted cash flow analysis and compare the net carrying amount of the property to the property’s estimated undiscounted future cash flow over the anticipated holding period. If the estimated undiscounted future cash flow is less than the net carrying amount of the property, we perform an impairment loss calculation to determine if the fair value of the property is less than the net carrying value of the property. Our impairment loss calculation compares the net carrying amount of the property to the property’s estimated fair value, which may be based on estimated discounted future cash flow calculations or third-party valuations or appraisals. We would recognize an impairment loss if the property's net carrying amount exceeds the property's estimated fair value. If we were to recognize an impairment loss, the estimated fair value of the property becomes its new cost basis. For a depreciable long-lived asset, the new cost basis would be depreciated (amortized) over the remaining useful life of that asset.

Cost Capitalization

All costs clearly associated with the development, redevelopment and construction of a property are capitalized as project costs, including internal compensation costs. In addition, the following costs are capitalized as project costs during periods in which activities necessary to prepare development and redevelopment properties for their intended use are in progress: pre-construction costs essential to the development of the property, interest, real estate taxes and insurance.

•For office, life science and retail development and redevelopment properties that are pre-leased, we cease capitalization when revenue recognition commences, which is upon substantial completion of tenant improvements deemed to be the Company’s asset for accounting purposes.

•For office, life science and retail development and redevelopment properties that are not pre-leased, we may not immediately build out the tenant improvements. Therefore, we cease capitalization when revenue recognition commences upon substantial completion of the tenant improvements deemed to be the Company’s asset for accounting purposes, but in any event, no later than one year after the cessation of major base building construction activities. We also cease capitalization on a development or redevelopment property when activities necessary to prepare the property for its intended use have been suspended.

•For office, life science and retail development or redevelopment properties with multiple tenants and phased leasing, we cease capitalization and begin depreciation on the portion of the development or redevelopment property for which revenue recognition has commenced.

•For residential development properties, we cease capitalization when the property is substantially complete and available for occupancy.

Once major base building construction activities have ceased and the development or redevelopment property or phases of the development or redevelopment project is placed in service, which may occur in phases or for an entire building or project, the costs capitalized to construction in progress are transferred to land and improvements,

F - 20

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

buildings and improvements, and deferred leasing costs on our consolidated balance sheets as the historical cost of the property.

Depreciation and Amortization of Buildings and Improvements

The costs of buildings and improvements and tenant improvements are depreciated using the straight-line method of accounting over the estimated useful lives set forth in the table below. Depreciation expense for buildings and improvements for the three years ended December 31, 2022, 2021, and 2020 was $287.8 million, $256.3 million, and $244.8 million, respectively.

Asset Description	Depreciable Lives
Buildings and improvements	25 – 40 years
Tenant improvements	1 – 20 years (1)

____________________

(1)Tenant improvements are amortized over the shorter of the lease term or the estimated useful life. 

Real Estate Assets Held for Sale, Dispositions and Discontinued Operations

A real estate asset is classified as held for sale when certain criteria are met, including but not limited to the availability of the asset for immediate sale, the existence of an active program to locate a buyer and the probable sale or transfer of the asset within one year. If such criteria are met, we present the applicable assets and liabilities related to the real estate asset, if material, separately on the balance sheet as held for sale and we would cease to record depreciation and amortization expense. Real estate assets held for sale are reported at the lower of their carrying value or their estimated fair value less the estimated costs to sell. As of December 31, 2022 and 2021, we did not have any properties classified as held for sale.

Property disposals representing a strategic shift that have (or will have) a major effect on the Company’s operations and financial results, such as a major line of business, a major geographical area or a major equity investment, are required to be presented as discontinued operations. If we were to determine that a property disposition represents a strategic shift, the revenues, expenses and net gain (loss) on dispositions of the property would be recorded in discontinued operations for all periods presented through the date of the applicable disposition. The operations of the properties sold during the years ended December 31, 2022, 2021 and 2020 are presented in continuing operations as they did not represent a strategic shift in the Company’s operations and financial results.

The net gains (losses) on dispositions of non-depreciable real estate property, including land, are reported in the consolidated statements of operations as gains (losses) on sale of land within continuing operations in the period the land is sold. The net gains (losses) on dispositions of depreciable real estate property are reported in the consolidated statements of operations as gains (losses) on sales of depreciable operating properties within continuing operations in the period the property is sold.

Cash and Cash Equivalents

We consider all highly-liquid investments with original maturities of three months or less to be cash equivalents.

Restricted Cash

Restricted cash consists of cash proceeds from dispositions that are temporarily held at qualified intermediaries for purposes of facilitating potential Section 1031 Exchanges, and cash held in escrow related to acquisition and disposition holdbacks. Restricted cash also includes cash held as collateral to provide credit enhancement for the Operating Partnership’s mortgage debt, including cash reserves for capital expenditures, tenant improvements and property taxes and cash investments with original maturities greater than 3 months. We did not have any cash held at qualified intermediaries at December 31, 2022 and 2021.

F - 21

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Marketable Securities / Deferred Compensation Plan

Marketable securities reported in our consolidated balance sheets represent the assets held in connection with the Kilroy Realty Corporation 2007 Deferred Compensation Plan (the “Deferred Compensation Plan”) (see Note 16 “Employee Benefit Plans” for additional information). The Deferred Compensation Plan assets are held in a limited rabbi trust and invested in various mutual and money market funds. As a result, the marketable securities are treated as trading securities for financial reporting purposes and are adjusted to fair value at the end of each accounting period.

At the time eligible management employees (“Participants”) defer compensation or earn mandatory Company contributions, or if we were to make a discretionary contribution, we record compensation cost and a corresponding deferred compensation plan liability, which is included in accounts payable, accrued expenses, and other liabilities on our consolidated balance sheets. This liability is adjusted to fair value at the end of each accounting period based on the performance of the benchmark funds selected by each Participant, and the impact of adjusting the liability to fair value is recorded as an increase or decrease to compensation cost. The impact of adjusting the deferred compensation plan liability to fair value and the changes in the value of the marketable securities held in connection with the Deferred Compensation Plan generally offset and therefore do not significantly impact net income.

Deferred Leasing Costs

Costs incurred in connection with successful property leasing are capitalized as deferred leasing costs and classified as investing activities in the statement of cash flows. Deferred leasing costs consist of leasing commissions paid to external third party brokers and lease incentives, and are amortized using the straight-line method of accounting over the lives of the leases which generally range from one to 20 years. We may re-evaluate the remaining useful lives of leasing costs as the creditworthiness of our tenants and economic and market conditions change. If we determine that the estimated remaining life of a lease has changed, we adjust the amortization period accordingly. Fully amortized deferred leasing costs are written off each quarter.

Deferred Financing Costs

Financing costs related to the origination or assumption of long-term debt are deferred and generally amortized using the straight-line method of accounting, which approximates the effective interest method, over the contractual terms of the applicable financings. Fully amortized deferred financing costs are written off when the corresponding financing is repaid.

Debt Discounts and Premiums

Original issuance debt discounts and discounts/premiums related to recording debt acquired in connection with operating property acquisitions at fair value are generally amortized and accreted on a straight-line basis, which approximates the effective interest method. Discounts are recorded as additional interest expense from date of issuance or acquisition through the contractual maturity date of the related debt. Premiums are recorded as a reduction to interest expense from the date of issuance or acquisition through the contractual maturity date of the related debt.

Noncontrolling Interests - Common Units of the Operating Partnership in the Company's Consolidated Financial Statements

Common units of the Operating Partnership within noncontrolling interests in the Company’s consolidated financial statements represent the common limited partnership interests in the Operating Partnership not held by the Company (“noncontrolling common units”). Noncontrolling common units are presented in the equity section of the Company’s consolidated balance sheets and are reported at their proportionate share of the net assets of the Operating Partnership. Noncontrolling interests with redemption provisions that permit the issuer to settle in either cash or shares of common stock must be further evaluated to determine whether equity or temporary equity classification on the balance sheet is appropriate. Since the common units contain such a provision, we evaluated

F - 22

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

the accounting guidance and determined that the common units qualify for equity presentation in the Company’s consolidated financial statements. Net income attributable to noncontrolling common units is allocated based on their relative ownership percentage of the Operating Partnership during the reported period. The noncontrolling interest ownership percentage is determined by dividing the number of noncontrolling common units by the total number of common units outstanding. The issuance or redemption of additional shares of common stock or common units results in changes to the noncontrolling interest percentage as well as the total net assets of the Company. As a result, all equity transactions result in an allocation between equity and the noncontrolling interest in the Company’s consolidated balance sheets and statements of equity to account for the changes in the noncontrolling interest ownership percentage as well as the change in total net assets of the Company.

Noncontrolling Interests in Consolidated Property Partnerships

Noncontrolling interests in consolidated property partnerships represent the equity interests held by unrelated third parties in our three consolidated property partnerships (see Note 11 “Noncontrolling Interests on the Company’s Consolidated Financial Statements” and see Note 12 “Noncontrolling Interests on the Operating Partnership’s Consolidated Financial Statements”). Noncontrolling interests in consolidated property partnerships are not redeemable and are presented as permanent equity in the Company's consolidated balance sheets. We account for the noncontrolling interests in consolidated property partnerships using the hypothetical liquidation at book value (“HLBV”) method to attribute the earnings or losses of the consolidated property partnerships between the controlling and noncontrolling interests. Under the HLBV method, the amounts reported as noncontrolling interests in consolidated property partnerships in the consolidated balance sheets represent the amounts the noncontrolling interests would hypothetically receive at each balance sheet reporting date under the liquidation provisions of the governing agreements assuming the net assets of the consolidated property partnerships were liquidated at recorded amounts and distributed between the controlling and noncontrolling interests in accordance with the governing documents. The net income attributable to noncontrolling interests in consolidated property partnerships in the consolidated statements of operations is associated with the increase or decrease in the noncontrolling interest holders’ contractual claims on the respective entities’ balance sheets assuming a hypothetical liquidation at the end of that reporting period when compared with their claims on the respective entities’ balance sheets assuming a hypothetical liquidation at the beginning of that reporting period, after removing any contributions or distributions.

Common Partnership Interests on the Operating Partnership’s Consolidated Balance Sheets

The common units held by the Company and the noncontrolling common units held by the common limited partners are both presented in the permanent equity section of the Operating Partnership’s consolidated balance sheets in partners’ capital. The redemption rights of the noncontrolling common units permit us to settle the redemption obligation in either cash or shares of the Company’s common stock at our option (see Note 11 “Noncontrolling Interests on the Company’s Consolidated Financial Statements” for additional information).

Noncontrolling Interests on the Operating Partnership’s Consolidated Financial Statements

Noncontrolling interests in the Operating Partnership’s consolidated financial statements include the noncontrolling interest in property partnerships (see Note 12 “Noncontrolling Interests on the Operating Partnership’s Consolidated Financial Statements”).

Equity Offerings

Underwriting commissions and offering costs incurred in connection with common equity offerings and our at-the-market stock offering program (see Note 13 “Stockholders’ Equity of the Company”) are reflected as a reduction of additional paid-in capital. Issuance costs incurred in connection with preferred equity offerings are reflected as a reduction of the carrying value of the preferred equity.

F - 23

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Sales of our common stock under forward equity sale agreements meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments based on the following assessment: (i) none of the agreements’ exercise contingencies were 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 precluded the agreements from being indexed to our own stock.

The net proceeds from any equity offering of the Company are generally contributed to the Operating Partnership in exchange for a number of common units equivalent to the number of shares of common stock issued and are reflected in the Operating Partnership’s consolidated financial statements as an increase in partners’ capital.

Share-based Incentive Compensation Accounting

Compensation cost for all share-based awards, including options, requires measurement at estimated fair value on the grant date. Compensation cost is recognized on a straight-line basis over the service vesting period, which represents the requisite service period. The grant date fair value of market measure-based share-based compensation plans are calculated using a Monte Carlo simulation pricing model. Equity awards settled in cash are valued at the fair value of our common stock on the period end date through the settlement date. Equity awards settled in cash are remeasured at each reporting period and are recognized as a liability in the consolidated balance sheet during the vesting period until settlement. Forfeitures of all share-based awards are recognized when they occur.

For share-based awards in which the performance period precedes the grant date, we recognize compensation cost over the requisite service period, which includes both the performance and service vesting periods, using the accelerated attribution expense method. The requisite service period begins on the date the Executive Compensation Committee authorizes the award and adopts any relevant performance measures.

For share-based awards with performance-based measures, the total estimated compensation cost is based on our most recent estimate of the probable achievement of the pre-established specific corporate performance measures. These estimates are based on actual results and our latest internal forecasts for each performance measure. For share-based awards with market measures, the total estimated compensation cost is based on the fair value of the award at the grant date. For share-based awards with performance-based measures and market measures, the total estimated compensation cost is based on the fair value per share at the grant date multiplied by our most recent estimate of the number of shares to be earned based on actual results and the probable achievement of the pre-established corporate performance measures based on our latest internal forecasts.

In accordance with the provisions of our share-based incentive compensation plan, we accept the return of shares of Company common stock, at the current quoted market price, from employees to satisfy minimum statutory tax-withholding requirements related to shares that vested during the period.

For share-based awards granted by the Company, the Operating Partnership issues a number of common units equal to the number of shares of common stock ultimately granted by the Company in respect of such awards.

Basic and Diluted Net Income Available to Common Stockholders per Share

Basic net income available to common stockholders per share is computed by dividing net income available to common stockholders, after preferred distributions and the allocation of income to participating securities, by the weighted-average number of shares of common stock outstanding for the period. Diluted net income available to common stockholders per share is computed by dividing net income available for common stockholders, after preferred distributions and the allocation of income to participating securities, by the sum of the weighted-average number of shares of common stock outstanding for the period plus the assumed exercise of all dilutive securities. The impact of the outstanding common units is considered in the calculation of diluted net income available to common stockholders per share. The common units are not reflected in the diluted net income available to common stockholders per share calculation because the exchange of common units into common stock is on a one for one basis, and the common units are allocated net income on a per share basis equal to the common stock (see Note 21 “Net Income Available to Common Stockholders Per Share of the Company”). Accordingly, any exchange would not have any effect on diluted net income (loss) available to common stockholders per share.

F - 24

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Nonvested share-based payment awards (including nonvested restricted stock units (“RSUs”), vested market-measure RSUs and vested dividend equivalents issued to holders of RSUs) containing nonforfeitable rights to dividends or dividend equivalents are accounted for as participating securities and included in the computation of basic and diluted net income available to common stockholders per share pursuant to the two-class method. The dilutive effect of shares issuable under executed forward equity sale agreements, if any, and stock options are reflected in the weighted average diluted outstanding shares calculation by application of the treasury stock method. The dilutive effect of the outstanding nonvested shares of common stock (“nonvested shares”) and RSUs that have not yet been granted but are contingently issuable under the share-based compensation programs is reflected in the weighted average diluted shares calculation by application of the treasury stock method at the beginning of the quarterly period in which all necessary conditions have been satisfied.

Basic and Diluted Net Income Available to Common Unitholders per Unit

Basic net income available to common unitholders per unit is computed by dividing net income available to common unitholders, after preferred distributions and the allocation of income to participating securities, by the weighted-average number of vested common units outstanding for the period. Diluted net income available to common unitholders per unit is computed by dividing net income available to common unitholders, after preferred distributions and the allocation of income to participating securities, by the sum of the weighted-average number of common units outstanding for the period plus the assumed exercise of all dilutive securities.

The dilutive effect of stock options, outstanding nonvested shares, RSUs, awards containing nonforfeitable rights to dividend equivalents and shares issuable under executed forward equity sale agreements, if any, are reflected in diluted net income available to common unitholders per unit in the same manner as noted above for net income available to common stockholders per share.

Fair Value Measurements

The fair values of our financial assets and liabilities are disclosed in Note 19, “Fair Value Measurements and Disclosures,” to our consolidated financial statements. The only financial assets recorded at fair value on a recurring basis in our consolidated financial statements are our marketable securities. We elected not to apply the fair value option for any of our eligible financial instruments or other items.

We determine the estimated fair value of financial assets and liabilities utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. This hierarchy requires the use of observable market data when available. The following is the fair value hierarchy:

•Level 1 – quoted prices for identical instruments in active markets;

•Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

•Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

We determine the fair value for the marketable securities using quoted prices in active markets for identical assets. Our other financial instruments, which are only disclosed at fair value, are comprised of secured debt, unsecured senior notes, unsecured line of credit and unsecured term loan facility.

We generally determine the fair value of our secured debt, unsecured debt, unsecured term loan facility and unsecured line of credit by performing discounted cash flow analyses using an appropriate market discount rate. We calculate the market rate by obtaining period-end treasury rates for maturities that correspond to the maturities of our

F - 25

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

fixed-rate debt and then adding an appropriate credit spread based on information obtained from third-party financial institutions. These credit spreads take into account factors, including but not limited to, our credit profile, the tenure of the debt, amortization period, whether the debt is secured or unsecured, and the loan-to-value ratio of the debt to the collateral. These calculations are significantly affected by the assumptions used, including the discount rate, credit spreads and estimates of future cash flow. Prior to amending the terms of our unsecured line of credit in October 2022, we calculated the market rate by obtaining the period-end LIBOR and then adding an appropriate credit spread based on our credit ratings and the amended terms of our unsecured line of credit agreement. Subsequent to amending the terms of our unsecured line of credit in October 2022, we calculate the market rate by obtaining Adjusted SOFR and then adding an appropriate credit spread based on our credit ratings and the amended terms of our unsecured line of credit agreement. We determine the fair value of each of our publicly traded unsecured senior notes based on their quoted trading price at the end of the reporting period, if such prices are available.

Carrying amounts of our cash and cash equivalents, restricted cash and accounts payable approximate fair value due to their short-term maturities.

Income Taxes

We have elected to be taxed as a REIT under Sections 856 through 860 of the Code. To qualify as a REIT, we must distribute annually at least 90% of our adjusted taxable income, as defined in the Code, to our stockholders and satisfy certain other organizational and operating requirements. We generally will not be subject to federal income taxes if we distribute 100% of our taxable income for each year to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income taxes on our taxable income at regular corporate rates and we may not be able to qualify as a REIT for four subsequent taxable years. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property and to federal income taxes and excise taxes on our undistributed taxable income. We believe that we have met all of the REIT distribution and technical requirements for the years ended December 31, 2022, 2021 and 2020, and we were not subject to any federal income taxes (see Note 24 “Tax Treatment of Distributions” for additional information). We intend to continue to adhere to these requirements and maintain the Company’s REIT status. Accordingly, no provision for income taxes has been made in the accompanying financial statements.

In addition, any taxable income from our taxable REIT subsidiaries are subject to federal, state, and local income taxes. For the years ended December 31, 2022, 2021 and 2020 the taxable REIT subsidiaries had de minimis taxable income.

Uncertain Tax Positions

We include favorable tax positions in the calculation of tax liabilities if it is more likely than not that our adopted tax position will prevail if challenged by tax authorities.

We evaluated the potential impact of identified uncertain tax positions for all tax years still subject to audit under state and federal income tax law and concluded that we did not have any unrecognized tax benefits or any additional tax liabilities as of December 31, 2022 or 2021. As of December 31, 2022, the years still subject to audit are 2018 through 2022 under the California state income tax law and 2019 through 2022 under the federal income tax law.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates.

F - 26

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Segments

We currently operate in one operating segment, our office and life science properties segment.

Concentration of Credit Risk

All of our properties and development and redevelopment projects are owned and all of our business is currently conducted in the state of California with the exception of the ownership and operation of ten stabilized office properties and one future development project located in the state of Washington and one development project in the tenant improvement phase and one future development project located in Austin, Texas. The ability of tenants to honor the terms of their leases is dependent upon the economic, regulatory, and social factors affecting the communities in which our tenants operate.

We have deposited cash with financial institutions that is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per institution. As of December 31, 2022 and 2021, we had cash accounts in excess of FDIC insured limits.

F - 27

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

3.    Acquisitions

Operating Property Acquisitions

We did not acquire any operating properties during the year ended December 31, 2022. During the year ended December 31, 2021, we acquired the operating property listed below from an unrelated third party.

Property	Date of Acquisition	Number of Buildings	Rentable Square Feet (unaudited)	Purchase Price (in millions) (1)
2021 Acquisition
2001 West 8th Avenue, Seattle, WA (2)	September 17, 2021	1	539,226	$	490.0

________________________ 

(1)Excludes acquisition-related costs.

(2)The results of operations for the property acquired during 2021 contributed $9.9 million to revenue and a net loss of $3.1 million for the year ended December 31, 2021 primarily due to the amortization of in-place leases acquired.

The related assets, liabilities and results of operations of the acquired property are included in the consolidated financial statements as of the date of acquisition. The following table summarizes the estimated relative fair values of the assets acquired and liabilities assumed at the acquisition date for our 2021 operating property acquisition:

	Total 2021 Operating Property Acquisition
Assets
Land and improvements	$	84,033
Buildings and improvements (1)	370,967
Deferred leasing costs and acquisition-related intangible assets (2)	49,882
Total assets acquired	$	504,882
Liabilities
Acquisition-related intangible liabilities (3)	$	15,112
Total liabilities assumed	$	15,112
Net assets acquired	$	489,770

________________________ 

(1)Represents buildings, building improvements and tenant improvements.

(2)Represents in-place leases (approximately $46.5 million with a weighted average amortization period of 2.2 years), leasing commissions (approximately $3.1 million with a weighted average amortization period of 3.1 years) and an above-market lease (approximately $0.3 million with a weighted average amortization period of 8.4 years).

(3)Represents below-market leases (approximately $15.1 million with a weighted average amortization period of 2.4 years).

In addition to the operating property acquisition listed above, during 2021, we completed the acquisition of the land that was subject to a ground lease underlying our operating property at 601 108th Avenue NE in Bellevue, Washington for $47.0 million.

The 2021 acquisitions were funded with proceeds from the operating property disposition completed during the three months ended March 31, 2021 that were temporarily being held by a qualified intermediary, at our discretion, for the purpose of facilitating a Section 1031 Exchange.

F - 28

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Development Project Acquisitions

The following table summarizes the development sites acquired from unrelated third parties during the years ended December 31, 2022 and 2021:

Project	Date of Acquisition	City/Submarket	Purchase Price (in millions) (1)
2022 Acquisitions
10615 Burnet Road, Austin, TX (2)	March 9, 2022	Stadium District / Domain	$	40.0
Total 2022 Acquisitions			$	40.0
2021 Acquisitions
2045 Pacific Highway, San Diego, CA (2)(3)	June 22, 2021	Little Italy	$	42.0
200 W. 6th Street, Austin, TX (4)	June 23, 2021	Austin CBD	580.2
Total 2021 Acquisitions			$	622.2

_______________________ 

(1)Excludes acquisition-related costs.

(2)This property was added to our future development pipeline.

(3)In connection with this acquisition, we also recorded $5.2 million of environmental remediation liabilities as of the date of acquisition, which is not included in the purchase price above.

(4)This property was added to the tenant improvement phase as it was acquired upon completion of core/shell. In connection with this acquisition, we assumed the underlying ground lease for the property and recorded a right of use ground lease asset and ground lease liability of $46.4 million. We evaluated the ground lease and concluded it met the criteria to be classified as an operating lease. The discount rate used in determining the present value of the minimum future lease payments was 3.97%. Refer to Note 18 “Commitments and Contingencies” for further discussion of the Company’s ground lease obligations.

Acquisition Costs

During the years ended December 31, 2022, 2021, and 2020, we capitalized $0.2 million, $1.3 million, and $0.3 million, respectively, of acquisition costs.

F - 29

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

4.        Dispositions

Operating Property Dispositions

The following table summarizes the operating properties sold during the years ended December 31, 2022, 2021 and 2020:

Location	Month of Disposition	Number of Buildings	Rentable Square Feet (unaudited)	Sales Price (in millions) (1)
2022 Dispositions
3130 Wilshire Boulevard, Santa Monica, CA	August	1	96,085	$	48.0
Total 2022 Dispositions		1	96,085	$	48.0
2021 Dispositions
1800 Owens Street, San Francisco, CA (The Exchange on 16th)	March	1	750,370	$	1,081.5
13280 & 13290 Evening Creek Drive South, San Diego, CA	December	2	102,376	37.0
Total 2021 Dispositions		3	852,746	$	1,118.5
2020 Dispositions
331 Fairchild Drive, Mountain View, CA	December	1	87,147	$	75.9
Total 2020 Dispositions		1	87,147	$	75.9

____________________

(1)Represents gross sales price before broker commissions, closing costs, and purchase price credits.

The total gains on the sales of the operating properties sold during the years ended December 31, 2022, 2021 and 2020 were $17.3 million, $463.1 million and $35.5 million, respectively.

F - 30

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

5.    Deferred Leasing Costs and Acquisition-Related Intangible Assets and Liabilities, net

The following table summarizes our deferred leasing costs and acquisition-related intangible assets (acquired value of leasing costs, above-market operating leases, and in-place leases) and intangible liabilities (acquired value of below-market operating leases) as of December 31, 2022 and 2021:

	December 31, 2022		December 31, 2021
	(in thousands)
Deferred Leasing Costs and Acquisition-related Intangible Assets, net:
Deferred leasing costs	$	301,967	$	285,247
Accumulated amortization	(121,545)		(107,329)
Deferred leasing costs, net	180,422		177,918
Above-market operating leases	260		260
Accumulated amortization	(39)		(8)
Above-market operating leases, net	221		252
In-place leases	114,435		80,782
Accumulated amortization	(44,232)		(24,494)
In-place leases, net	70,203		56,288
Total deferred leasing costs and acquisition-related intangible assets, net	$	250,846	$	234,458
Acquisition-related Intangible Liabilities, net: (1)
Below-market operating leases	$	52,380	$	32,953
Accumulated amortization	(14,943)		(10,700)
Below-market operating leases, net	37,437		22,253
Total acquisition-related intangible liabilities, net	$	37,437	$	22,253

____________________

(1)Included in deferred revenue and acquisition-related intangible liabilities, net in the consolidated balance sheets.

The following table sets forth amortization related to deferred leasing costs and acquisition-related intangibles for the years ended December 31, 2022, 2021 and 2020.

	Year Ended December 31,
	2022		2021		2020
	(in thousands)
Deferred leasing costs (1)	$	31,059	$	32,472	$	33,624
Above-market operating leases (2)	31		8		495
In-place leases (1)	31,647		14,562		11,759
Below-market operating leases (3)	(10,508)		(6,912)		(10,748)
Total	$	52,229	$	40,130	$	35,130

____________________

(1)    The amortization of deferred leasing costs and in-place leases is recorded to depreciation and amortization expense and the amortization of lease incentives is recorded as a reduction to rental income in the consolidated statements of operations for the periods presented.

(2)    The amortization of above-market operating leases is recorded as a decrease to rental income in the consolidated statements of operations for the periods presented.

(3)    The amortization of below-market operating leases is recorded as an increase to rental income in the consolidated statements of operations for the periods presented.

F - 31

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table sets forth the estimated annual amortization expense related to deferred leasing costs and acquisition-related intangibles as of December 31, 2022 for future periods:

Year Ending	Deferred Leasing Costs		Above-Market Operating Leases (1)		In-Place Leases		Below-Market Operating Leases (2)
	(in thousands)
2023	$	29,783	$	31	$	15,469	$	(8,105)
2024	26,158		31		6,742		(3,602)
2025	23,892		31		6,700		(3,506)
2026	20,891		31		6,377		(3,131)
2027	18,073		31		5,105		(2,933)
Thereafter	61,625		66		29,810		(16,160)
Total	$	180,422	$	221	$	70,203	$	(37,437)

____________________

(1)Represents estimated annual amortization related to above-market operating leases. Amounts will be recorded as a decrease to rental income in the consolidated statements of operations.

(2)Represents estimated annual amortization related to below-market operating leases. Amounts will be recorded as an increase to rental income in the consolidated statements of operations.

F - 32

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

6.    Receivables

Current Receivables, net

Current receivables, net is primarily comprised of contractual rents and other lease-related obligations due from tenants. The balance consisted of the following as of December 31, 2022 and 2021:

	December 31, 2022		December 31, 2021
	(in thousands)
Current receivables	$	22,816	$	16,448
Allowance for uncollectible tenant receivables (1)	(2,233)		(2,062)
Current receivables, net	$	20,583	$	14,386

____________________

(1)Refer to Note 2 “Basis of Presentation and Significant Accounting Policies” for discussion of our accounting policies related to the allowance for uncollectible tenant receivables for additional information regarding changes in our allowance for uncollectible tenant receivables.

Deferred Rent Receivables, net

Deferred rent receivables, net consisted of the following as of December 31, 2022 and 2021:

	December 31, 2022		December 31, 2021
	(in thousands)
Deferred rent receivables	$	453,165	$	406,277
Allowance for deferred rent receivables (1)	(965)		(612)
Deferred rent receivables, net	$	452,200	$	405,665

____________________

(1)Refer to Note 2 “Basis of Presentation and Significant Accounting Policies” for discussion of our accounting policies related to the allowance for deferred rent receivables for additional information regarding changes in our allowance for deferred rent receivables.

7.    Prepaid Expenses and Other Assets, Net

Prepaid expenses and other assets, net consisted of the following at December 31, 2022 and 2021:

	December 31, 2022		December 31, 2021
	(in thousands)
Furniture, fixtures and other long-lived assets, net	$	41,538	$	42,760
Prepaid expenses and deferred financing costs, net	11,364		12,564
Other assets	9,527		2,667
Total prepaid expenses and other assets, net	$	62,429	$	57,991

F - 33

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

8.    Secured and Unsecured Debt of the Company

In this Note 8, the “Company” refers solely to Kilroy Realty Corporation and not to any of our subsidiaries. The Company itself does not hold any indebtedness. All of our secured and unsecured debt is held directly by the Operating Partnership.

The Company generally guarantees all of the Operating Partnership’s unsecured debt obligations including the unsecured revolving credit facility, the unsecured term loan facility and all of the unsecured senior notes. At December 31, 2022 and 2021, the Operating Partnership had $4.0 billion and $3.8 billion, respectively, outstanding in total, including unamortized discounts and deferred financing costs, under these unsecured debt obligations.

In addition, although the remaining $0.2 billion of the Operating Partnership’s debt as of December 31, 2022 and 2021, respectively, is secured and non-recourse to the Company, the Company provides limited customary secured debt guarantees for items such as voluntary bankruptcy, fraud, misapplication of payments and environmental liabilities.

Debt Covenants and Restrictions

One of the covenants contained within the unsecured revolving credit facility as discussed further below in Note 9 prohibits the Company from paying dividends during an event of default in excess of an amount which results in distributions to us in an amount sufficient to permit us to pay dividends to our stockholders that we reasonably believe are necessary to (a) maintain our qualification as a REIT for federal and state income tax purposes and (b) avoid the payment of federal or state income or excise tax.

9.    Secured and Unsecured Debt of the Operating Partnership

Secured Debt

The following table sets forth the composition of our secured debt as of December 31, 2022 and 2021:

	Annual Stated Interest Rate (1)	GAAP Effective Rate (1)(2)	Maturity Date	December 31,
Type of Debt				2022		2021
				(in thousands)
Mortgage note payable	3.57%	3.57%	December 2026	$	159,973	$	163,435
Mortgage note payable (3)	4.48%	4.48%	July 2027	83,496		85,588
Total secured debt				$	243,469	$	249,023
Unamortized deferred financing costs				(531)		(656)
Total secured debt, net				$	242,938	$	248,367

____________________

(1)All interest rates presented are fixed-rate interest rates.

(2)Represents the effective interest rate including the amortization of initial issuance discounts/premiums excluding the amortization of deferred financing costs.

(3)The secured debt and the related properties that secure this debt are held in a special purpose entity and the properties are not available to satisfy the debts and other obligations of the Company or the Operating Partnership.

The Operating Partnership’s secured debt was collateralized by operating properties with a combined net book value of approximately $205.0 million as of December 31, 2022.

Although our mortgage loans are secured and non-recourse to the Company and the Operating Partnership, the Company provides limited customary secured debt guarantees for items such as voluntary bankruptcy, fraud, misapplication of payments and environmental liabilities.

F - 34

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

As of December 31, 2022, all of the Operating Partnership’s secured loans contained restrictions that would require the payment of prepayment penalties for the acceleration of outstanding debt. The mortgage notes payable are secured by deeds of trust on certain of our properties and the assignment of certain rents and leases associated with those properties.

Unsecured Senior Notes - Registered Offerings

In October 2021, the Operating Partnership issued $450.0 million aggregate principal amount of green unsecured senior notes in a registered public offering. The outstanding balance of the unsecured senior notes is included in unsecured debt, net of an initial issuance discount of $0.2 million, on our consolidated balance sheets. The unsecured senior notes, which are scheduled to mature on November 15, 2033, require semi-annual interest payments each May and November based on a stated annual interest rate of 2.650%. The Operating Partnership may redeem the notes at any time prior to August 15, 2033, either in whole or in part, subject to the payment of an early redemption premium prior to a par call option period commencing three months prior to maturity.

In October 2021, the Operating Partnership used a portion of the net proceeds from the issuance of the $450.0 million, 2.650% green unsecured senior notes to early redeem, at our option, the $300.0 million aggregate principal amount of our outstanding 3.800% unsecured senior notes that were scheduled to mature on January 15, 2023. In connection with the early redemption, we incurred a $12.2 million loss on early extinguishment of debt comprised of a $12.1 million premium paid to the note holders at the redemption date and a $0.1 million write-off of the unamortized discount and unamortized deferred financing costs.

F - 35

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Unsecured Senior Notes

The following table summarizes the balance and significant terms of the registered unsecured senior notes issued by the Operating Partnership and outstanding, including the issuances noted above, and including unamortized discounts of $6.4 million and $7.4 million and unamortized deferred financing costs of $19.1 million and $22.2 million as of December 31, 2022 and 2021, respectively:

					Net Carrying Amount as of December 31,
	Issuance date	Maturity date	Stated coupon rate	Effective interest rate (1)	2022		2021
					(in thousands)
2.650% Unsecured Senior Notes (2)	October 2021	November 2033	2.650%	2.654%	$	450,000	$	450,000
Unamortized discount and deferred financing costs					(3,770)		(4,117)
Net carrying amount					$	446,230	$	445,883
2.500% Unsecured Senior Notes (2)	August 2020	November 2032	2.500%	2.560%	$	425,000	$	425,000
Unamortized discount and deferred financing costs					(5,268)		(5,802)
Net carrying amount					$	419,732	$	419,198
4.270% Unsecured Senior Notes (3)	April 2020	January 2031	4.270%	4.270%	$	350,000	$	350,000
Unamortized discount and deferred financing costs					(1,463)		(1,644)
Net carrying amount					$	348,537	$	348,356
3.050% Unsecured Senior Notes (4)	September 2019	February 2030	3.050%	3.064%	$	500,000	$	500,000
Unamortized discount and deferred financing costs					(4,221)		(4,814)
Net carrying amount					$	495,779	$	495,186
4.750% Unsecured Senior Notes (5)	November 2018	December 2028	4.750%	4.800%	$	400,000	$	400,000
Unamortized discount and deferred financing costs					(2,963)		(3,457)
Net carrying amount					$	397,037	$	396,543
4.350% Unsecured Senior Notes (3)	October 2018	October 2026	4.350%	4.350%	$	200,000	$	200,000
Unamortized discount and deferred financing costs					(663)		(837)
Net carrying amount					$	199,337	$	199,163
4.300% Unsecured Senior Notes (3)	July 2018	July 2026	4.300%	4.300%	$	50,000	$	50,000
Unamortized discount and deferred financing costs					(157)		(202)
Net carrying amount					$	49,843	$	49,798
3.450% Unsecured Senior Notes (5)	December 2017	December 2024	3.450%	3.470%	$	425,000	$	425,000
Unamortized discount and deferred financing costs					(1,148)		(1,734)
Net carrying amount					$	423,852	$	423,266
3.450% Unsecured Senior Notes (6)	February 2017	February 2029	3.450%	3.450%	$	75,000	$	75,000
Unamortized discount and deferred financing costs					(262)		(304)
Net carrying amount					$	74,738	$	74,696
3.350% Unsecured Senior Notes (6)	February 2017	February 2027	3.350%	3.350%	$	175,000	$	175,000
Unamortized discount and deferred financing costs					(478)		(594)
Net carrying amount					$	174,522	$	174,406
4.375% Unsecured Senior Notes (7)	September 2015	October 2025	4.375%	4.444%	$	400,000	$	400,000
Unamortized discount and deferred financing costs					(1,523)		(2,077)
Net carrying amount					$	398,477	$	397,923
4.250% Unsecured Senior Notes (4)	July 2014	August 2029	4.250%	4.350%	$	400,000	$	400,000
Unamortized discount and deferred financing costs					(3,503)		(4,035)
Net carrying amount					$	396,497	$	395,965
Total Unsecured Senior Notes, Net					$	3,824,581	$	3,820,383

____________________

(1)Represents the effective interest rate including the amortization of initial issuance discounts, excluding the amortization of deferred financing costs.

(2)Interest on these notes is payable semi-annually in arrears on May 15th and November 15th of each year.

(3)Interest on these notes is payable semi-annually in arrears on April 18th and October 18th of each year.

(4)Interest on these notes is payable semi-annually in arrears on February 15th and August 15th of each year.

(5)Interest on these notes is payable semi-annually in arrears on June 15th and December 15th of each year.

(6)Interest on these notes is payable semi-annually in arrears on February 17th and August 17th of each year.

(7)Interest on these notes is payable semi-annually in arrears on April 1st and October 1st of each year.

F - 36

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Unsecured Revolving Credit Facility and Term Loan Facility

In April 2021, the Operating Partnership amended and restated the terms of its unsecured revolving credit facility. The amendment and restatement increased the size of the unsecured revolving credit facility from $750.0 million to $1.1 billion, reduced the borrowing costs, extended the maturity date of the unsecured revolving credit facility to July 2025, with two six-month extension options, and added a sustainability-linked pricing component whereby the interest rate is lowered by 0.01% if certain sustainability performance targets are met. In October 2022, the Operating Partnership amended the terms of its unsecured revolving credit facility to replace the LIBOR-based interest rate option with a secured overnight financing rate administered by the Federal Reserve Bank of New York (“SOFR”) based interest rate option for its borrowings.

The following table summarizes the balance and terms of our unsecured revolving credit facility as of December 31, 2022 and 2021:

	December 31, 2022			December 31, 2021
	(in thousands)
Outstanding borrowings	$	—		$	—
Remaining borrowing capacity	1,100,000			1,100,000
Total borrowing capacity (1)	$	1,100,000		$	1,100,000
Interest rate (2)	5.20		%	1.00		%
Facility fee-annual rate (3)	0.200%
Maturity date	July 2025

____________________

(1)We may elect to borrow, subject to bank approval and obtaining commitments for any additional borrowing capacity, up to an additional $500.0 million under an accordion feature under the terms of the unsecured revolving credit facility.

(2)Our unsecured revolving credit facility interest rate was calculated based on the contractual rate of Adjusted SOFR plus 0.900% and LIBOR plus 0.900% as of December 31, 2022 and 2021, respectively.

(3)Our facility fee is paid on a quarterly basis and is calculated based on the total borrowing capacity. In addition to the facility fee, we incurred debt origination and legal costs. As of December 31, 2022 and 2021, $5.3 million and $7.3 million of unamortized deferred financing costs, respectively, which are included in prepaid expenses and other assets, net on our consolidated balance sheets, remained to be amortized through the maturity date of our unsecured revolving credit facility.

The Operating Partnership intends to borrow under the unsecured revolving credit facility from time to time for general corporate purposes, to finance development and redevelopment expenditures, to fund potential acquisitions and to potentially repay long-term debt and to supplement cash balances given uncertainties and volatility in market conditions.

In October 2022, the Operating Partnership entered into a $400.0 million unsecured term loan facility and made an initial draw of $200.0 million. The borrowing rate under the unsecured term loan facility is variable and subject to a ratings-based pricing grid, currently calculated as Adjusted SOFR plus 0.950%. The unsecured term loan facility also has a delayed draw feature and a $100.0 million accordion mechanism, subject to lender commitments. The unsecured term loan facility is scheduled to mature in October 2024 and includes two twelve-month extension options at our option. In January 2023, Operating Partnership amended the terms of the unsecured term loan facility.

F - 37

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table summarizes the balance and terms of our unsecured term loan facility as of December 31, 2022:

	December 31, 2022
	(in thousands)
Outstanding borrowings	$	200,000
Remaining borrowing capacity	200,000
Total borrowing capacity (1)	$	400,000
Interest rate (2)	5.23		%
Undrawn facility fee-annual rate (3)	0.200		%
Maturity date	October 2024

____________________

(1)We may elect to borrow, subject to bank approval and obtaining commitments for any additional borrowing capacity, up to an additional $100.0 million under an accordion feature under the terms of the unsecured term loan facility.

(2)Our unsecured term loan facility interest rate was calculated based on the contractual rate of Adjusted SOFR plus 0.950% as of December 31, 2022.

(3)Our undrawn facility fee is paid on a quarterly basis and is calculated based on the remaining borrowing capacity. In addition to the facility fee, we incurred debt origination and legal costs. As of December 31, 2022, $4.5 million of unamortized deferred financing costs remained to be amortized through the maturity date of our unsecured term loan facility.

Debt Covenants and Restrictions

The unsecured revolving credit facility, unsecured term loan facility, the unsecured senior notes, including the private placement notes, and certain other secured debt arrangements contain covenants and restrictions requiring us to meet certain financial ratios and reporting requirements. Some of the more restrictive financial covenants include a maximum ratio of total debt to total asset value, a minimum fixed-charge coverage ratio, a minimum unsecured debt ratio and a minimum unencumbered asset pool debt service coverage ratio. Noncompliance with one or more of the covenants and restrictions could result in the full principal balance of the associated debt becoming immediately due and payable. We believe we were in compliance with all of our debt covenants as of December 31, 2022 and 2021.

Debt Maturities

The following table summarizes the stated debt maturities and scheduled amortization payments for all outstanding debt as of December 31, 2022:

Year	(in thousands)
2023	$	5,775
2024 (1)	631,006
2025	406,246
2026	401,317
2027	249,125
Thereafter	2,600,000
Total aggregate principal value (2)	$	4,293,469

________________________ 

(1)     Includes the $200.0 million currently outstanding on the unsecured term loan facility maturing in October 2024, for which the Company has two twelve-month extension options.

(2)     Includes gross principal balance of outstanding debt before the effect of the following at December 31, 2022: $24.1 million of unamortized deferred financing costs for the unsecured term loan facility, unsecured senior notes and secured debt and $6.4 million of unamortized discounts for the unsecured senior notes.

F - 38

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Capitalized Interest and Loan Fees

The following table sets forth gross interest expense, including debt discount and deferred financing cost amortization, net of capitalized interest, for the years ended December 31, 2022, 2021 and 2020. The interest expense capitalized was recorded as a cost of development and redevelopment and increased the carrying value of undeveloped land and construction in progress.

	Year Ended December 31,
	2022		2021		2020
	(in thousands)
Gross interest expense	$	161,761	$	158,756	$	150,325
Capitalized interest and deferred financing costs	(77,483)		(80,201)		(79,553)
Interest expense	$	84,278	$	78,555	$	70,772

F - 39

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

10.    Deferred Revenue and Acquisition-Related Intangible Liabilities, net

Deferred revenue and acquisition-related intangible liabilities, net consisted of the following at December 31, 2022 and 2021:

	December 31,
	2022		2021
	(in thousands)
Deferred revenue related to tenant-funded tenant improvements	$	111,453	$	108,002
Other deferred revenue	47,069		40,896
Acquisition-related intangible liabilities, net (1)	37,437		22,253
Total	$	195,959	$	171,151

_____________________

(1)See Note 5 “Deferred Leasing Costs and Acquisition-Related Intangible Assets and Liabilities, net” for additional information regarding our acquisition-related intangible liabilities.

Deferred Revenue Related to Tenant-funded Tenant Improvements

During the years ended December 31, 2022, 2021, and 2020, $19.3 million, $16.5 million and $22.5 million, respectively, of deferred revenue related to tenant-funded tenant improvements was amortized and recognized as rental income. The following is the estimated amortization of deferred revenue related to tenant-funded tenant improvements as of December 31, 2022 for the next five years and thereafter:

Year Ending	(in thousands)
2023	$	19,037
2024	16,865
2025	14,061
2026	12,382
2027	10,551
Thereafter	38,557
Total	$	111,453

F - 40

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

11.    Noncontrolling Interests on the Company’s Consolidated Financial Statements

Common Units of the Operating Partnership

The Company owned an approximate 99.0% common general partnership interest in the Operating Partnership as of December 31, 2022 and 2021. The remaining approximate 1.0% common limited partnership interest as of December 31, 2022 and 2021 was owned by non-affiliated investors and certain of our executive officers and directors in the form of noncontrolling common units. There were 1,150,574 common units outstanding held by these investors, executive officers and directors as of December 31, 2022 and 2021, respectively.

The noncontrolling common units may be redeemed by unitholders for cash. Except under certain circumstances, we, at our option, may satisfy the cash redemption obligation with shares of the Company’s common stock on a one-for-one basis. If satisfied in cash, the value for each noncontrolling common unit upon redemption is the amount equal to the average of the closing quoted price per share of the Company’s common stock, par value $.01 per share, as reported on the NYSE for the ten trading days immediately preceding the applicable redemption date. The aggregate value upon redemption of the then-outstanding noncontrolling common units was $44.7 million and $76.2 million as of December 31, 2022 and 2021, respectively. This redemption value does not necessarily represent the amount that would be distributed with respect to each noncontrolling common unit in the event of our termination or liquidation. In the event of our termination or liquidation, it is expected in most cases that each common unit would be entitled to a liquidating distribution equal to the liquidating distribution payable in respect of each share of the Company’s common stock.

Noncontrolling Interest in Consolidated Property Partnerships

In August 2016, the Operating Partnership entered into agreements with Norges Bank Real Estate Management (“NBREM”) whereby NBREM made contributions, through two REIT subsidiaries, for a 44% common equity interest in two existing companies that owned the Company’s 100 First Street and 303 Second Street office properties located in San Francisco, California. The transactions did not meet the criteria to qualify as sales of real estate because the Company continues to effectively control the properties and therefore continued to account for the 100 First Street and 303 Second Street office properties on a consolidated basis in its financial statements. At formation, the Company accounted for the transactions as equity transactions and recognized noncontrolling interests in its consolidated balance sheets.

The noncontrolling interests in 100 First LLC and 303 Second LLC as of December 31, 2022 and 2021 were $179.4 million and $190.7 million, respectively. The remaining amount of noncontrolling interests in consolidated property partnerships represents the third party equity interest in Redwood LLC. This noncontrolling interest was $5.0 million and $5.4 million as of December 31, 2022 and 2021, respectively.

12.    Noncontrolling Interests on the Operating Partnership’s Consolidated Financial Statements

Consolidated Property Partnerships

In August 2016, the Operating Partnership entered into agreements with NBREM whereby NBREM made contributions, through two REIT subsidiaries, for a 44% common equity interest in two existing companies that owned the Company’s 100 First Street and 303 Second Street office properties located in San Francisco, California. Refer to Note 11 for additional information regarding these consolidated property partnerships.

F - 41

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

13.    Stockholders’ Equity of the Company

Common Stock

At-The-Market Stock Offering Program

Under the at-the-market stock program, which commenced in June 2018 (the “2018 At-The-Market Program”) and ended during the year ended December 31, 2022, the Company was able to offer and sell shares of our common stock having an aggregate gross sales price of up to $500.0 million from time to time in “at-the-market” offerings. The Company did not complete any sales of common stock under the program during the years ended December 31, 2022, 2021 and 2020. Through the term of the 2018 At-The-Market Program, the Company completed the sale of 3,594,576 shares of common stock.

Common Stock Repurchases

As of December 31, 2022, 4,935,826 shares remained eligible for repurchase under a share repurchase program approved by the Company’s board of directors in 2016. The Company did not repurchase shares of common stock under this program during the three years ended December 31, 2022, 2021 and 2020.

Accrued Dividends and Distributions

The following tables summarize accrued dividends and distributions for the noted outstanding shares of common stock and noncontrolling units as of December 31, 2022 and 2021:

	December 31,
	2022		2021
	(in thousands)
Dividends and Distributions payable to:
Common stockholders	$	63,114	$	60,561
Noncontrolling common unitholders of the Operating Partnership	621		598
RSU holders (1)	550		691
Total accrued dividends and distribution to common stockholders and noncontrolling unitholders	$	64,285	$	61,850

_____________________

(1)The amount includes the value of the dividend equivalents that will be paid with additional RSUs (see Note 15 “Share-Based and Other Compensation” for additional information).

	December 31,
	2022	2021
Outstanding Shares and Units:
Common stock	116,878,031	116,464,169
Noncontrolling common units	1,150,574	1,150,574
RSUs (1)	984,006	1,292,802

_____________________

(1)The amount includes nonvested RSUs. Does not include 1,123,554 and 976,464 market measure-based RSUs because not all the necessary performance conditions have been met as of December 31, 2022 and 2021, respectively. Refer to Note 15 “Share-Based and Other Compensation” for additional information.

F - 42

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

14.    Partners’ Capital of the Operating Partnership

Common Units

At-The-Market Stock Offering Program

The Company did not issue any shares of common stock under its at-the-market stock offering program and did not contribute any shares of common stock to the Operating Partnership during the years ended December 31, 2022 and 2021.

Common Units Outstanding

The following table sets forth the number of common units held by the Company as the general partner and the number of common units held by non-affiliated investors and certain of our executive officers and directors in the form of common limited partner units as well as the ownership interest held on each respective date:

	December 31, 2022		December 31, 2021
Company owned common units in the Operating Partnership	116,878,031		116,464,169
Company owned general partnership interest	99.0	%	99.0	%
Non-affiliated investors and other common units of the Operating Partnership	1,150,574		1,150,574
Ownership interest of limited partnership interests	1.0	%	1.0	%

For a further discussion of the redemption features of the common units not owned by the Company as of December 31, 2022 and 2021, refer to Note 11 “Noncontrolling Interests on the Company’s Consolidated Financial Statements.”

Accrued Distributions

The following tables summarize accrued distributions for the noted common units as of December 31, 2022 and 2021:

	December 31, 2022		December 31, 2021
	(in thousands)
Distributions payable to:
General partner	$	63,114	$	60,561
Common limited partners	621		598
RSU holders (1)	550		691
Total accrued distributions to common unitholders	$	64,285	$	61,850

_____________________

(1)The amount includes the value of the dividend equivalents that will be paid with additional RSUs (see Note 15 “Share-Based and Other Compensation” for additional information).

	December 31, 2022	December 31, 2021
Outstanding Units:
Common units held by the general partner	116,878,031	116,464,169
Common units held by the limited partners	1,150,574	1,150,574
RSUs (1)	984,006	1,292,802

_____________________

(1)Does not include 1,123,554 and 976,464 market measure-based RSUs because not all the necessary performance conditions have been met as of December 31, 2022 and 2021, respectively. Refer to Note 15 “Share-Based and Other Compensation” for additional information.

F - 43

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

15.    Share-Based and Other Compensation

Stockholder Approved Share-Based Incentive Compensation Plan

As of December 31, 2022, we maintained one share-based incentive compensation plan, the Kilroy Realty 2006 Incentive Award Plan, as amended (the “2006 Plan”). The Company has a currently effective registration statement registering 10.7 million shares of our common stock for possible issuance under our 2006 Plan. As of December 31, 2022, approximately 1.1 million shares were available for grant under the 2006 Plan. The calculation of shares available for grant is presented after taking into account a reserve for a sufficient number of shares to cover the vesting and payment of 2006 Plan awards that were outstanding on that date, including performance-based vesting awards at (i) levels actually achieved for the performance conditions (as defined below) for which the performance period has been completed and (ii) at maximum levels for the other performance and market conditions (as defined below) for awards still in a performance period.

The Executive Compensation Committee of the Company’s Board of Directors (the “Executive Compensation Committee”) may grant the following share-based awards to eligible individuals, as provided under the 2006 Plan: incentive stock options, nonqualified stock options, restricted stock (nonvested shares), stock appreciation rights, performance shares, performance stock units, dividend equivalents, stock payments, deferred stock, restricted stock units (“RSUs”), profit interest units, performance bonus awards, performance-based awards and other incentive awards. For each award granted under our share-based incentive compensation programs, the Operating Partnership simultaneously issues to the Company a number of common units equal to the number of shares of common stock ultimately paid by the Company in respect of such awards. The Executive Compensation Committee generally grants awards to certain officers of the Company under the 2006 Plan annually in January and/or February of RSUs that are subject to market and/or performance-based vesting requirements and RSUs that are subject to time-based vesting requirements.

2022, 2021 and 2020 Annual Performance-Based RSU Grants

During each of the three years in the period ended December 31, 2022, the Executive Compensation Committee granted awards to certain officers of the Company under the 2006 Plan that are subject to market and/or performance based vesting requirements (“Performance-Based RSUs”). The Performance-Based RSUs are scheduled to vest at the end of a three year period consisting of calendar years 2022-2024, 2021-2023 and 2020-2022 for the awards granted during the years ended December 31, 2022, 2021, and 2020, respectively. A target number of Performance-Based RSUs were awarded, and the final number of Performance-Based RSUs that vest (which may be more or less than the target number) will be based upon (1) during the first calendar year of the respective awards’ three year performance measurement period, the achievement of pre-set FFO per share goals that applies to 100% of the Performance-Based RSUs awarded (the “FFO Performance Condition”) and (2) a performance measure that applies to 50% of the award based upon a measure of the Company’s average debt to EBITDA ratio for the three year performance period (the “Debt to EBITDA Ratio Performance Condition”) and a market measure that applies to the other 50% of the award based upon the relative ranking of the Company’s total stockholder return for the three year performance period compared to the total stockholder returns of an established comparison group of companies over the same period (the “Market Condition”). The Performance-Based RSUs are also subject to a three year service vesting provision (the “service vesting condition”) and are scheduled to cliff vest on the date the final vesting percentage is determined following the end of the three year performance period under the awards. Compensation expense for the Performance-Based RSU grants are recognized on a straight-line basis over the requisite service period for each participant, which is generally the three year service period, except for one participant whose compensation expense is recognized on an accelerated basis due to clauses that render a portion of the vesting conditions to be non-substantive.

F - 44

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The 2022 FFO Performance Condition was achieved at 175% of target for one participant and 150% of target for all other participants. The 2021 FFO Performance Condition was achieved at 175% of target for one participant and 150% of target for all other participants. The number of 2022 and 2021 Performance-Based RSUs ultimately earned could fluctuate from the target number of Performance-Based RSUs granted during 2022 and 2021 based upon the levels of achievement for the Debt to EBITDA Ratio Performance Condition, the Market Condition, and the extent to which the service vesting condition is satisfied. The estimate of the number of Performance-Based RSUs earned is evaluated quarterly during the performance period based on our estimate for each of the performance conditions measured against the applicable goals.

The 2020 Performance-Based RSUs completed the performance measurement period and based on the combined results of the 2020 FFO Performance Condition, the Debt to EBITDA Ratio Performance Condition and the Market Condition, the 2020 Performance-Based RSUs achieved at 131% of target for one participant and 121% of target for the other participants.

Each Performance-Based RSU represents the right to receive one share of our common stock in the future, subject to, and as modified by, the Company’s level of achievement of the applicable performance and market conditions. The fair values for the awards with market conditions were calculated using a Monte Carlo simulation pricing model based on the assumptions in the table below. The determination of the fair value of the 2022, 2021 and 2020 Performance-Based RSUs takes into consideration the likelihood of achievement of the 2022, 2021 and 2020 Market Condition and the share price on the grant date of the 2022, 2021 and 2020 Performance-Based RSUs, respectively, as discussed above. The following table summarizes the estimated number of RSUs earned for the 2022 and 2021 Performance-Based RSUs and the actual number of RSUs earned for the 2020 Performance-Based RSUs and the assumptions utilized in the Monte Carlo simulation pricing models:

	2022		2021		2020
Service vesting period	January 28, 2022 - January, 2025		February 18, 2021 - January, 2024		January 31, 2020 - January, 2023
Target RSUs granted	193,111		172,430		154,267
Estimated RSUs earned (1)	304,535		371,518		180,419
Fair Value Assumptions:
Valuation date	January 28, 2022		February 18, 2021		January 31, 2020
Fair value on valuation date (in millions)	$12.7		$10.6		$12.9
Fair value per share on valuation date (2)	$67.62		$63.93		$84.54
Expected share price volatility	36.0	%	35.0	%	17.0	%
Risk-free interest rate	1.35	%	0.20	%	1.35	%

_____________________

(1)Estimated RSUs earned for the 2022 Performance-Based RSUs are based on the actual achievement of the 2022 FFO Performance Condition and assumes the target level of achievement for the 2022 Debt to EBITDA Ratio Performance Condition and the target level of achievement of the 2022 Market Condition. Estimated RSUs earned for the 2021 Performance-Based RSUs are based on the actual achievement of the 2021 FFO Performance Condition and assume target level achievement of the 2021 Market Condition and maximum level of achievement of the 2021 Debt to EBITDA Ratio Performance Condition. The 2020 Performance-Based RSUs earned are based on actual performance of the 2020 Performance Conditions and the 2020 Market Condition.

(2)For one participant, the fair value per share on the valuation date for their 2022, 2021, and 2020 Performance-Based RSUs is $70.00, $66.95 and $85.52, respectively.

The computation of expected volatility was based on a blend of the historical volatility of our shares of common stock over a period of twice the remaining performance period as of the grant date and implied volatility data based on the observed pricing of six month publicly-traded options on shares of our common stock. The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury STRIP securities in effect at January 28, 2022, February 18, 2021, and January 31, 2020.

December 2018 Market-Based RSU Grant

In connection with entering into an amended employment agreement (the “Amended Employment Agreement”), on December 27, 2018 the Executive Compensation Committee awarded John Kilroy, the Chairman of the Board of Directors and Chief Executive Officer of the Company and the Operating Partnership, 266,130 RSUs (at the target level of performance) that are subject to market-based vesting requirements, providing an

F - 45

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

additional retention incentive during the term of the agreement and enticing Mr. Kilroy to delay his retirement. In addition to Mr. Kilroy’s award, the Executive Compensation Committee awarded 80,647 RSUs (at the target level of performance), subject to market-based vesting requirements, to certain members of management. Together, a total of 346,777 target RSUs are referred to as the “December 2018 Market-Based RSUs”.

Over the performance period ended December 31, 2022 (consisting of calendar years 2019 through 2022), the December 2018 Market-Based RSUs became eligible to vest at a modification rate of between 0% and 200% based on the Company’s relative total shareholder return (“TSR”) versus a comparative group of companies that comprised what was previously the SNL US REIT Office Index. This 2019-2022 TSR market condition did not achieve the minimum threshold and, as a result, none of the December 2018 Market-Based RSUs were earned as of December 31, 2022 for all participants. The December 2018 Market-Based RSUs were also subject to service vesting requirements through the scheduled vesting dates.

Each December 2018 Market-Based RSU represented the right to receive one share of our common stock in the future, subject to, and as modified by, the Company’s level of achievement of the applicable market conditions. The December 27, 2018 grant date fair value of the December 2018 Market-Based RSUs was $23.8 million. The fair value was calculated using a Monte Carlo simulation pricing model based on the assumptions in the table below. For the years ended December 31, 2020, 2019 and 2018, we recorded compensation expense based upon the $68.66 grant date fair value per share. Compensation expense for the December 2018 Market-Based RSUs was recognized using a graded vesting approach, where 75% of the fair value was recognized on a straight-line basis over the three-year initial performance period through the end of 2021, and the remaining 25% of the fair value was recognized on a straight-line basis over the four-year final performance period through the end of 2022. The following table summarizes the assumptions utilized in the Monte Carlo simulation pricing models:

	December 2018 Market-Based RSU Award Fair Value Assumptions
Valuation date	December 27, 2018
Fair value per share on valuation date	$68.66
Expected share price volatility	23.0%
Risk-free interest rate	2.4%

The computation of expected volatility was based on a blend of the historical volatility of our shares of common stock over a period of twice the performance period and implied volatility data based on the observed pricing of six month publicly-traded options on shares of our common stock. The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury STRIP securities in effect at December 27, 2018.

Summary of Performance and Market-Measure Based RSUs

A summary of our performance and market-measure based RSU activity from January 1, 2022 through December 31, 2022 is presented below:

	Nonvested RSUs			Vested RSUs	Total RSUs
	Amount	Weighted-Average Fair Value Per Share
Outstanding at January 1, 2022	976,464	$	68.75	—	976,464
Granted	310,484	63.05		43,686	354,170
Vested	(195,723)	70.52		195,723	—
Settled (1)	—	—		(211,478)	(211,478)
Issuance of dividend equivalents (2)	39,385	55.98		1,775	41,160
Canceled	(7,056)	66.06		(1)	(7,057)
Outstanding as of December 31, 2022 (3)	1,123,554	$	66.85	29,705	1,153,259

F - 46

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

____________________

(1)Represents vested RSUs that were settled in shares of the Company’s common stock. Total shares settled include 102,945 shares that were tendered in accordance with the terms of the 2006 Plan to satisfy minimum statutory tax withholding requirements related to the RSUs settled. We accept the return of RSUs at the current quoted closing share price of the Company’s common stock to satisfy tax obligations.

(2)Represents the issuance of dividend equivalents earned on the underlying RSUs. The dividend equivalents vest based on terms specified under the related RSU award agreement.

(3)Outstanding RSUs as of December 31, 2022 represent the actual achievement of the FFO performance conditions and assumes target levels for the market and other performance conditions. The number of restricted stock units ultimately earned is subject to change based upon actual performance over the three-year vesting period. Dividend equivalents earned will vest along with the underlying award and are also subject to changes based on the number of RSUs ultimately earned for each underlying award.

A summary of our performance and market-measure based RSU activity for the years ended December 31, 2022, 2021 and 2020 is presented below:

	RSUs Granted			RSUs Vested
Years ended December 31,	Non-Vested RSUs Granted (1)	Weighted-Average Fair Value Per Share		Vested RSUs	Total Vest-Date Fair Value (in thousands)
2022	310,484	$	63.05	(241,184)	$	15,200
2021	281,333	$	57.85	(252,098)	$	14,299
2020	154,267	$	85.08	(270,054)	$	19,471

____________________

(1)Non-vested RSUs granted are based on the actual achievement of the FFO performance conditions and assumes target level achievement for the market and other performance conditions.

Annual 2022, 2021 and 2020 and December 2018 Time-Based RSU Grants

During each of the three years in the period ended December 31, 2022, the Executive Compensation Committee granted awards to certain officers of the Company under the 2006 Plan that are subject to time-based vesting requirements (“Time-Based RSUs”). The annual Time-Based RSUs are scheduled to vest in three equal annual installments over the periods listed below. Additionally, at the time Mr. Kilroy’s Amended Employment Agreement was executed in December 2018, Time-Based RSUs were granted that were scheduled to vest 50% on January 5, 2022 and 50% on January 5, 2023. Compensation expense for the annual 2022, 2021 and 2020 Time-Based RSUs is recognized on a straight-line basis over the requisite service period, which is generally the explicit service period. However, for one participant there is a shorter service period for their 2022 and 2021 Time-Based RSUs due to clauses that render a portion of the vesting conditions to be non-substantive. Each Time-Based RSU represents the right to receive one share of our common stock in the future, subject to continued employment through the applicable vesting date, unless accelerated upon separation of employment, provided certain conditions are met. The total fair value of the Time-Based RSUs is based on the Company’s closing share price on the NYSE on the respective fair valuation dates as detailed in the table below:

	2022 Time-Based RSU Grant		2021 Time-Based RSU Grant		2020 Time-Based RSU Grant		December 2018 Time-Based RSU Grant
Service vesting period	January 28, 2022 - January 5, 2025		January & February 2021 - January 5, 2024		January 31, 2020 - January 5, 2023		December 27, 2018 - January 5, 2023
RSUs granted	158,170		160,277		109,359		298,384
Fair value on valuation date (in millions)	$	10.0	$	9.1	$	9.0	$	18.5
Weighted average fair value per share	$	63.05	$	57.07	$	82.57	$	62.00
Date of valuation	January 28, 2022		January 29, February 18, 2021		January 31, 2020		December 27, 2018

F - 47

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Summary of Time-Based RSUs

A summary of our time-based RSU activity from January 1, 2022 through December 31, 2022 is presented below:

	Nonvested RSUs			Vested RSUs	Total RSUs
	Amount	Weighted Average Fair Value Per Share
Outstanding at January 1, 2022	539,729	$	64.03	753,073	1,292,802
Granted	177,099	62.58		—	177,099
Vested	(270,061)	67.15		270,061	—
Settled (1)	—	—		(535,019)	(535,019)
Issuance of dividend equivalents (2)	15,324	54.15		24,806	40,130
Forfeited	(18,724)	62.56		—	(18,724)
Canceled (3)	—	—		(1,987)	(1,987)
Outstanding as of December 31, 2022	443,367	$	61.27	510,934	954,301

____________________

(1)Represents vested RSUs that were settled in shares of the Company’s common stock. Total shares settled include 231,604 shares that were tendered in accordance with the terms of the 2006 Plan to satisfy minimum statutory tax withholding requirements related to the RSUs settled. We accept the return of RSUs at the current quoted closing share price of the Company’s common stock to satisfy tax obligations.

(2)Represents the issuance of dividend equivalents earned on the underlying RSUs. The dividend equivalents vest based on terms specified under the related RSU award agreement.

(3)For shares vested but not yet settled, we accept the return of RSUs at the current quoted closing share price of the Company’s common stock to satisfy minimum statutory tax-withholding requirements related to either the settlement or vesting of RSUs in accordance with the terms of the 2006 Plan.

A summary of our time-based RSU activity for the years ended December 31, 2022, 2021 and 2020 is presented below:

	RSUs Granted			RSUs Vested
Year ended December 31,	Non-Vested RSUs Issued	Weighted-Average Grant Date Fair Value Per Share		Vested RSUs	Total Vest-Date Fair Value (1) (in thousands)
2022	177,099	$	62.58	(294,867)	$	19,890
2021	172,181	$	57.83	(144,838)	$	8,605
2020	120,769	$	79.74	(208,608)	$	15,066

____________________

(1)    Total fair value of RSUs vested was calculated based on the quoted closing share price of the Company’s common stock on the NYSE on the day of vesting. Excludes the issuance of dividend equivalents earned on the underlying RSUs. The dividend equivalents vest based on terms specified under the related RSU award agreement.

Share-Based Compensation Cost Recorded During the Period

The total compensation cost for all share-based compensation programs was $34.8 million, $41.0 million and $37.6 million for the years ended December 31, 2022, 2021 and 2020, respectively. Share-based compensation costs for the year ended December 31, 2020 include $4.5 million of accelerated share-based compensation costs related to severance packages, including for the departure of an executive officer. Of the total share-based compensation costs, $6.4 million, $7.2 million and $7.4 million was capitalized as part of real estate assets for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, there was approximately $25.1 million of total unrecognized compensation cost related to nonvested incentive awards granted under share-based compensation arrangements that is expected to be recognized over a weighted-average period of 1.7 years. The remaining compensation cost related to these nonvested incentive awards had been recognized in periods prior to December 31, 2022. The $25.1 million of unrecognized compensation costs does not reflect the future compensation cost related to share-based awards that were granted subsequent to December 31, 2022.

Severance Compensation

For the year ended December 31, 2020, compensation costs included in general and administrative expenses on our consolidated statements of operations include $14.1 million of cash severance costs related to the departure of an executive officer, in addition to the accelerated share-based compensation costs noted in the paragraph above.

F - 48

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

16.    Employee Benefit Plans

401(k) Plan

We have a retirement savings plan designed to qualify under Section 401(k) of the Code (the “401(k) Plan”). Our employees are eligible to participate in the 401(k) Plan on the first day of the month after three months of service. The 401(k) Plan allows eligible employees (“401(k) Participants”) to defer up to 60% of their eligible compensation on a pre-tax basis, subject to certain maximum amounts allowed by the Code. The 401(k) Plan provides for a matching contribution by the Company in an amount equal to 50 cents of each one dollar of participant contributions up to a maximum of 10% of the 401(k) Participant’s annual salary. 401(k) Participants vest immediately in the amounts contributed by us. For each of the years ended December 31, 2022, 2021, and 2020, we contributed $1.6 million, $1.5 million and $1.6 million, respectively, to the 401(k) Plan.

Deferred Compensation Plan

In 2007, we adopted the Deferred Compensation Plan, under which directors and certain management employees may defer receipt of their compensation, including up to 70% of their salaries and up to 100% of their director fees and bonuses, as applicable. In addition, employee participants will receive mandatory Company contributions to their Deferred Compensation Plan accounts equal to 10% of their gross monthly salaries, without regard to whether such employees elect to defer salary or bonus compensation under the Deferred Compensation Plan. Our Board may, but has no obligation to, approve additional discretionary contributions by the Company to Participant accounts. We hold the Deferred Compensation Plan assets in a limited rabbi trust, which is subject to the claims of our creditors in the event of bankruptcy or insolvency.

See Note 19 “Fair Value Measurements and Disclosures” for further discussion of our Deferred Compensation Plan assets as of December 31, 2022 and 2021. Our liability of $23.4 million and $27.4 million under the Deferred Compensation Plan was fully funded as of December 31, 2022 and 2021, respectively.

F - 49

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

17.    Rental Income and Future Minimum Rent

Our rental income is primarily comprised of payments defined under leases and are subject to scheduled fixed increases. Additionally, rental income includes variable payments for tenant reimbursements of property-related expenses and payments based on a percentage of tenant’s sales.

The table below sets forth the allocation of rental income between fixed and variable payments and net collectability recoveries or reversals for the years ended December 31, 2022 and 2021:

	Year Ended December 31,
	2022		2021
Fixed lease payments	$	923,257	$	826,883
Variable lease payments	162,638		123,544
Net collectability recoveries (reversals) (1)	123		(1,433)
Total rental income	$	1,086,018	$	948,994

____________________

(1)Represents adjustments to rental income related to our assessment of the collectability of amounts due under leases with our tenants, including recognition of deferred rent balances associated with tenants restored from a cash basis of revenue recognition to an accrual basis of revenue recognition and allowances for uncollectible receivables and leases deemed not probable of collection..

We have operating leases with tenants that expire at various dates through 2048 and are subject to scheduled fixed increases. Generally, the leases grant tenants renewal options. Leases also provide for additional rents based on certain operating expenses. Future contractual minimum rent under operating leases, which includes amounts contractually due from leases that are on a cash basis of reporting due to creditworthiness considerations, as of December 31, 2022 for future periods is summarized as follows:

Year Ending	(in thousands)
2023	$	809,406
2024	796,645
2025	769,116
2026	716,780
2027	656,100
Thereafter	2,464,166
Total (1)	$	6,212,213

____________________

(1)Excludes residential leases and leases with a term of one year or less.

F - 50

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

18.    Commitments and Contingencies

General

As of December 31, 2022, we had commitments of approximately $586.6 million, excluding our ground lease commitments, for contracts and executed leases directly related to our operating, development and redevelopment properties.

Ground Leases

During the year ended December 31, 2021, we acquired the land underlying a historical ground lease (refer to Note 3 “Acquisitions” for further information). The following table summarizes our properties that are held subject to long-term noncancellable ground lease obligations and the respective contractual expiration dates at December 31, 2022:

Property	Contractual Expiration Date (1)
701, 801 and 837 N. 34th Street, Seattle, WA (2)	December 2041
1701 Page Mill Road and 3150 Porter Drive, Palo Alto, CA	December 2067
Kilroy Airport Center Phases I, II, and III, Long Beach, CA	July 2084
3243 S. La Cienega Boulevard, Los Angeles, CA	October 2106
200 W. 6th Street, Austin, TX	December 2112

____________________

(1)    Reflects the contractual expiration date prior to the impact of any extension or purchase options held by the Company.

(2)    The Company has three 10-year and one 45-year extension options for this ground lease, which if exercised would extend the expiration date to December 2116. These extension options are not assumed to be exercised in our calculation of the present value of the future minimum lease payments for this lease.

To determine the discount rates used to calculate the present value of the minimum future lease payments for our ground leases, we used a hypothetical curve derived from unsecured corporate borrowing rates over the lease term. The weighted average discount rate used to determine the present value of our minimum lease payments was 4.65%. As of December 31, 2022, the weighted average remaining lease term of our ground leases is 64 years. For the years ended December 31, 2022, 2021 and 2020, variable lease costs totaling $3.6 million, $2.6 million and $3.0 million, respectively, were recorded to ground leases expense on our consolidated statements of operations.

The minimum commitment under our ground leases as of December 31, 2022 for future periods is as follows:

Year Ending	(in thousands)
2023	$	6,563
2024	6,598
2025	6,634
2026	6,671
2027	6,713
Thereafter	368,281
Total undiscounted cash flows (1)(2)(3)(4)(5)(6)	$	401,460
Present value discount	(276,466)
Ground lease liabilities	$	124,994

________________________

(1)Excludes contingent future rent payments based on gross income or adjusted gross income and reflects the minimum ground lease obligations before the impact of ground lease extension options.

(2)    One of our ground lease obligations is subject to a fair market value adjustment every five years; however, the lease includes ground rent subprotection and infrastructure rent credits which currently limit our annual rental obligations to $1.0 million. The contractual obligations for that ground lease included above assumes the lesser of $1.0 million or annual lease rental obligation in effect as of December 31, 2022.

(3)    One of our ground lease obligations is subject to a fair market value adjustment every five years based on a combination of CPI adjustments and third-party appraisals limited to maximum increases annually. The contractual obligations for that lease included above assume the current annual ground lease obligation in effect at December 31, 2022 for the remainder of the lease term since we cannot predict future adjustments.

(4)    One of our ground lease obligations includes a component which is based on the percentage of adjusted gross income that exceeds the minimum ground rent. The minimum rent is subject to increases every 10 years by an amount equal to 60% of the average annual percentage rent for the previous three years. The contractual obligations for this lease included above assume the current annual ground lease obligation in effect at December 31, 2022 for the remainder of the lease term since we cannot predict future adjustments.

(5)    One of our ground lease obligations is subject to fixed 5% ground rent increases every five years, with the next increase occurring on November 1, 2027.

F - 51

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(6)    One of our ground lease obligations is subject to fixed 2% ground rent increases every year, with ground rent resets occurring every ten years based on CPI. The contractual obligations for that lease included above assume increases for the remaining current ten-year period based on the current annual ground lease obligation in effect at December 31, 2022 and no subsequent changes for the remainder of the lease term since we cannot predict future CPI adjustments.

Environmental Matters

We follow the policy of evaluating all of our properties, including acquisition, development, redevelopment and existing stabilized portfolio properties, for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist, we are not currently aware of any undisclosed environmental liability with respect to our stabilized portfolio properties that would have a material adverse effect on our financial condition, results of operations and cash flow, or that we believe would require additional disclosure or the recording of a loss contingency.

As of December 31, 2022 and 2021, we had accrued environmental remediation liabilities of approximately $80.5 million and $75.2 million, respectively, recorded on our consolidated balance sheets in connection with certain of our in-process and future development projects. The accrued environmental remediation liabilities represent the remaining costs we estimate we will incur prior to and during the development process at various development acquisition sites. These estimates, which we developed with the assistance of third party experts, consist primarily of the removal of contaminated soil, treatment of contaminated groundwater in connection with dewatering efforts, performing environmental closure activities, constructing remedial systems, and other related costs that are necessary when we develop new buildings at these sites.

We record estimated environmental remediation obligations for acquired properties at the acquisition date when we are aware of such costs and when such costs are probable of being incurred and can be reasonably estimated. Estimated costs related to development environmental remediation liabilities are recorded as an increase to the cost of the development project. Actual costs are recorded as a decrease to the liability when incurred. These accruals are adjusted as an increase or decrease to the development project costs and as an increase or decrease to the accrued environmental remediation liability if we obtain further information or circumstances change. The environmental remediation obligations recorded at December 31, 2022 and 2021 were not discounted to their present values since the amount and timing of cash payments are not fixed. It is possible that we could incur additional environmental remediation costs in connection with these development projects.  However, potential additional environmental costs for these development projects cannot be reasonably estimated at this time and certain changes in estimates could occur as the site conditions, final project timing, design elements, actual soil conditions and other aspects of the projects, which may depend upon municipal and other approvals beyond the control of the Company, are determined.

Other than the accrued environmental liabilities discussed above, we are not aware of any unasserted claims and assessments with respect to an environmental liability that we believe would require additional disclosure or the recording of an additional loss contingency.

Litigation

We and our properties are subject to litigation arising in the ordinary course of business. To our knowledge, neither we nor any of our properties are presently subject to any litigation or threat of litigation which, if determined unfavorably to us, would have a material adverse effect on our cash flow, financial condition, or results of operations.

Insurance

We maintain commercial general liability, auto liability, employers’ liability, umbrella/excess liability, special form property, difference in conditions including earthquake and flood, environmental, rental loss, and terrorism insurance covering all of our properties. Management believes the policy specifications and insured limits are reasonable given the relative risk of loss, the cost of the coverage, and industry practice. We do not carry insurance for generally uninsurable losses such as loss from governmental action, nuclear hazard, and war and military action. Policies are subject to various terms, conditions, and exclusions and some policies may involve large deductibles or co-payments.

F - 52

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

19.    Fair Value Measurements and Disclosures

Assets and Liabilities Reported at Fair Value

The only assets we record at fair value on our consolidated financial statements are the marketable securities related to our Deferred Compensation Plan (see Note 16 “Employee Benefit Plans” for additional information). The following table sets forth the fair value of our marketable securities as of December 31, 2022 and 2021:

	Fair Value (Level 1) (1)
	2022		2021
Description	(in thousands)
Marketable securities (2)	$	23,547	$	27,475

____________________

(1)Based on quoted prices in active markets for identical securities.

(2)The marketable securities are held in a limited rabbi trust.

Financial Instruments Disclosed at Fair Value

The following table sets forth the carrying value and the fair value of our other financial instruments as of December 31, 2022 and 2021: 

	December 31,
	2022				2021
	Carrying Value		Fair Value (1)		Carrying Value		Fair Value (1)
	(in thousands)
Liabilities
Secured debt, net	$	242,938	$	225,847	$	248,367	$	269,687
Unsecured debt, net	4,020,058		3,500,420		3,820,383		4,105,408

_______________

(1)Fair value calculated using Level 2 inputs, which are based on model-derived valuations in which significant inputs and significant value drivers are observable in active markets.

F - 53

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

20.    Net Income Available to Common Stockholders Per Share of the Company

The following table reconciles the numerator and denominator in computing the Company’s basic and diluted per-share computations for net income available to common stockholders for the years ended December 31, 2022, 2021 and 2020:

	Year Ended December 31,
	2022		2021		2020
	(in thousands, except unit and per unit amounts)
Numerator:
Net income available to common stockholders	$	232,615	$	628,144	$	187,105
Allocation to participating securities (1)	(1,272)		(1,516)		(2,229)
Numerator for basic and diluted net income available to common stockholders	$	231,343	$	626,628	$	184,876
Denominator:
Basic weighted average vested shares outstanding	116,806,575		116,429,130		113,241,341
Effect of dilutive securities	413,472		519,513		478,281
Diluted weighted average vested shares and common stock equivalents outstanding	117,220,047		116,948,643		113,719,622
Basic earnings per share:
Net income available to common stockholders per share	$	1.98	$	5.38	$	1.63
Diluted earnings per share:
Net income available to common stockholders per share	$	1.97	$	5.36	$	1.63

_____________________ 

(1)Participating securities include nonvested shares, certain time-based RSUs and vested market measure-based RSUs.

Share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are considered participating securities. The impact of potentially dilutive common shares, including stock options and RSUs are considered in our diluted earnings per share calculation for the years ended December 31, 2022, 2021, and 2020. Certain market measure-based RSUs are not included in dilutive securities as of December 31, 2021 and 2020 as not all performance metrics had been met by the end of the applicable reporting periods.

See Note 15 “Share-Based and Other Compensation” for additional information regarding the RSUs.

F - 54

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

21.    Net Income Available to Common Unitholders Per Unit of the Operating Partnership

The following table reconciles the numerator and denominator in computing the Operating Partnership’s basic and diluted per-unit computations for net income available to common unitholders for the years ended December 31, 2022, 2021 and 2020:

	Year Ended December 31,
	2022		2021		2020
	(in thousands, except unit and per unit amounts)
Numerator:
Net income available to common unitholders	$	234,898	$	634,307	$	189,609
Allocation to participating securities (1)	(1,272)		(1,516)		(2,229)
Numerator for basic and diluted net income available to common unitholders	$	233,626	$	632,791	$	187,380
Denominator:
Basic weighted average vested units outstanding	117,957,149		117,579,704		115,095,506
Effect of dilutive securities	413,472		519,513		478,281
Diluted weighted average vested units and common unit equivalents outstanding	118,370,621		118,099,217		115,573,787
Basic earnings per unit:
Net income available to common unitholders per unit	$	1.98	$	5.38	$	1.63
Diluted earnings per unit:
Net income available to common unitholders per unit	$	1.97	$	5.36	$	1.62

____________________ 

(1)Participating securities include nonvested shares, certain time-based RSUs and vested market measure-based RSUs.

Share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are considered participating securities. The impact of potentially dilutive common units, including stock options and RSUs are considered in our diluted earnings per share calculation for the years ended December 31, 2022, 2021 and 2020. Certain market measure-based RSUs are not included in dilutive securities as of December 31, 2021 and 2020 as not all performance metrics had been met by the end of the applicable reporting periods.

See Note 15 “Share-Based and Other Compensation” for additional information regarding the RSUs.

F - 55

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

22.    Supplemental Cash Flow Information of the Company

Supplemental cash flow information as follows (in thousands):

	Year Ended December 31,
	2022		2021		2020
SUPPLEMENTAL CASH FLOWS INFORMATION:
Cash paid for interest, net of capitalized interest of $72,973, $75,802, and $75,852 as of    December 31, 2022, 2021 and 2020, respectively	$	79,634	$	77,028	$	61,741
Cash paid for amounts included in the measurement of ground lease liabilities	$	6,447	$	6,209	$	5,744
NON-CASH INVESTING TRANSACTIONS:
Accrual for expenditures for operating properties and development and redevelopment properties	$	97,729	$	119,829	$	189,161
Tenant improvements funded directly by tenants	$	6,772	$	20,070	$	11,592
Assumption of accrued liabilities in connection with acquisitions (Note 3)	$	—	$	37,572	$	—
Initial measurement of operating right of use ground lease assets (Notes 3 and 18)	$	—	$	46,430	$	—
Initial measurement of operating ground lease liabilities (Notes 3 and 18)	$	—	$	46,430	$	—
NON-CASH FINANCING TRANSACTIONS:
Accrual of dividends and distributions payable to common stockholders and common     unitholders (Notes 13 and 25)	$	64,285	$	61,850	$	59,431
Exchange of common units of the Operating Partnership into shares of the Company’s    common stock	$	—	$	—	$	37,640

The following is a reconciliation of our cash and cash equivalents and restricted cash at the beginning and end of the years ended December 31, 2022, 2021 and 2020.

	Year Ended December 31,
	2022		2021		2020
	(in thousands)
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents at beginning of period	$	414,077	$	731,991	$	60,044
Restricted cash at beginning of period	13,006		91,139		16,300
Cash and cash equivalents and restricted cash at beginning of period	$	427,083	$	823,130	$	76,344
Cash and cash equivalents at end of period	$	347,379	$	414,077	$	731,991
Restricted cash at end of period	—		13,006		91,139
Cash and cash equivalents and restricted cash at end of period	$	347,379	$	427,083	$	823,130

F - 56

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

23.    Supplemental Cash Flow Information of the Operating Partnership:

Supplemental cash flow information as follows (in thousands):

	Year Ended December 31,
	2022		2021		2020
SUPPLEMENTAL CASH FLOWS INFORMATION:
Cash paid for interest, net of capitalized interest of $72,973, $75,802, and $75,852 as of December 31, 2022, 2021 and 2020, respectively	$	79,634	$	77,028	$	61,741
Cash paid for amounts included in the measurement of ground lease liabilities	$	6,447	$	6,209	$	5,744
NON-CASH INVESTING TRANSACTIONS:
Accrual for expenditures for operating properties and development and redevelopment properties	$	97,729	$	119,829	$	189,161
Tenant improvements funded directly by tenants	$	6,772	$	20,070	$	11,592
Assumption of accrued liabilities in connection with acquisitions (Note 3)	$	—	$	37,572	$	—
Initial measurement of operating right of use ground lease assets (Notes 3 and 18)	$	—	$	46,430	$	—
Initial measurement of operating ground lease liabilities (Notes 3 and 18)	$	—	$	46,430	$	—
NON-CASH FINANCING TRANSACTIONS:
Accrual of distributions payable to common unitholders (Notes 14 and 25)	$	64,285	$	61,850	$	59,431

The following is a reconciliation of our cash and cash equivalents and restricted cash at the beginning and end of the years ended December 31, 2022, 2021 and 2020.

	Year Ended December 31,
	2022		2021		2020
	(in thousands)
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents at beginning of period	$	414,077	$	731,991	$	60,044
Restricted cash at beginning of period	13,006		91,139		16,300
Cash and cash equivalents and restricted cash at beginning of period	$	427,083	$	823,130	$	76,344
Cash and cash equivalents at end of period	$	347,379	$	414,077	$	731,991
Restricted cash at end of period	—		13,006		91,139
Cash and cash equivalents and restricted cash at end of period	$	347,379	$	427,083	$	823,130

F - 57

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

24.    Tax Treatment of Distributions

The following table reconciles the dividends declared per share of common stock to the dividends paid per share of common stock during the years ended December 31, 2022, 2021 and 2020 as follows: 

	Year Ended December 31,
Dividends	2022		2021		2020
Dividends declared per share of common stock	$	2.120	$	2.040	$	1.970
Less: Dividends declared in the current year and paid in the following year	(0.540)		(0.520)		(0.500)
Add: Dividends declared in the prior year and paid in the current year	0.520		0.500		0.485
Dividends paid per share of common stock	$	2.100	$	2.020	$	1.955

The unaudited income tax treatment for the dividends to common stockholders reportable for the years ended December 31, 2022, 2021 and 2020 as identified in the table above was as follows: 

	Year Ended December 31,
Shares of Common Stock	2022				2021				2020
Ordinary income (1)	$	1.865	88.80	%	$	1.338	66.22	%	$	1.474	75.40	%
Qualified dividend	0.001		0.02	%	0.003		0.15	%	0.002		0.12	%
Return of capital	0.230		10.99	%	0.551		27.30	%	0.162		8.30	%
Capital gains (2)	0.004		0.19	%	0.075		3.72	%	0.275		14.05	%
Unrecaptured section 1250 gains	—		—	%	0.053		2.61	%	0.042		2.13	%
	$	2.100	100.00	%	$	2.020	100.00	%	$	1.955	100.00	%

____________________

(1)The Tax Cuts and Jobs Act enacted on December 22, 2017 generally allows a deduction for noncorporate taxpayers equal to 20% of ordinary dividends distributed by a REIT (excluding capital gain dividends and qualified dividend income). The amount of dividend eligible for this deduction is referred to as the Section 199A Dividend.  For the year ended December 31, 2022, the Section 199A Dividend is equal to the total ordinary income dividend.

(2)Capital gains are comprised entirely of 20% rate gains.

F - 58

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

25.    Subsequent Events

On January 11, 2023, $64.3 million of dividends were paid to common stockholders, common unitholders and RSU holders of record on December 30, 2022.

On January 27, 2023, the Operating Partnership amended the unsecured term loan facility agreement to (i) exercise the accordion feature under the term loan agreement to provide for borrowings of up to $500.0 million and (ii) increase the capacity under the accordion feature to provide additional term loan commitments up to an aggregate amount of $650.0 million.

On February 6, 2023, the Executive Compensation Committee granted 218,951 Time-Based RSUs and 300,007 Performance-Based RSUs to key employees under the 2006 Plan. The compensation cost related to the RSUs is expected to be recognized over a period of three years.

F - 59

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

Years ended December 31, 2022, 2021 and 2020

(in thousands)

	Balance at Beginning of Period		Charged to Costs and Expenses (1)		Deductions (2)		Balance at End of Period
Allowance for Uncollectible Tenant Receivables for the year ended December 31,
2022 – Allowance for uncollectible tenant receivables	$	2,062	$	1,447	$	(1,276)	$	2,233
2021 – Allowance for uncollectible tenant receivables	1,799		1,532		(1,269)		2,062
2020 – Allowance for uncollectible tenant receivables	1,171		1,977		(1,349)		1,799
Allowance for Deferred Rent Receivables for the year ended December 31,
2022 – Allowance for deferred rent	$	612	$	864	$	(511)	$	965
2021 – Allowance for deferred rent	804		320		(512)		612
2020 – Allowance for deferred rent	1,552		832		(1,580)		804

____________________

(1)Amounts do not reflect leases deemed not probable of collection for which we reversed the associated revenue under Topic 842. In addition, for the year ended December 31, 2020, $1.7 million was charged to costs and expenses for a valuation allowance for a note receivable.

(2)For the years ended December 31, 2021 and 2020, includes reversals of allowance for doubtful accounts for tenants with an allowance at January 1, 2021 and 2020, respectively, that were subsequently deemed not probable of collection and transitioned to a cash basis of reporting.

F - 60

KILROY REALTY CORPORATION AND KILROY REALTY, L.P

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2022

	Initial Cost								Gross Amounts at Which Carried at Close of Period
Property Location	Encumb- rances		Land and Improve- ments		Buildings and Improve- ments		Costs Capitalized Subsequent  to Acquisition/ Improvement		Land and Improve- ments		Buildings and Improve- ments		Total		Accumulated Depreciation		Depreci- ation Life (1)	Date of Acquisition (A)/ Construction (C) (2)		Rentable Square Feet (3) (unaudited)
	($ in thousands)
Office Properties:
3101 - 3243 S. La Cienega Blvd., Culver City, CA			$	150,718	$	31,033	$	911	$	150,718	$	31,944	$	182,662	$	15,782	35	2019	A	154,165
2240 E. Imperial Highway, El Segundo, CA			1,044		11,763		29,799		1,048		41,558		42,606		30,664		35	1983	C	122,870
2250 E. Imperial Highway, El Segundo, CA			2,579		29,062		36,425		2,547		65,519		68,066		60,241		35	1983	C	298,728
2260 E. Imperial Highway, El Segundo, CA			2,518		28,370		36,887		2,547		65,228		67,775		23,022		35	1983	C	298,728
909 N. Pacific Coast Highway, El Segundo, CA			3,577		34,042		54,886		3,565		88,940		92,505		51,400		35	2005	C	244,880
999 N. Pacific Coast Highway, El Segundo, CA			1,407		34,326		18,361		1,407		52,687		54,094		31,642		35	2003	C	138,389
1350 Ivar Ave., Los Angeles, CA			1,575		—		14,253		1,575		14,253		15,828		877		35	2020	C	16,448
1355 Vine St., Los Angeles, CA			17,588		—		120,967		17,588		120,967		138,555		7,602		35	2020	C	183,129
1375 Vine St., Los Angeles, CA			15,578		—		103,084		15,578		103,084		118,662		6,488		35	2020	C	159,236
1395 Vine St., Los Angeles, CA			278		—		3,283		278		3,283		3,561		201		35	2020	C	2,575
1500 N. El Centro Ave., Los Angeles, CA (4)			9,235		21		59,160		9,235		59,181		68,416		15,995		35	2016	C	113,447
1525 N. Gower St., Los Angeles, CA (4)			1,318		3		9,742		1,318		9,745		11,063		2,220		35	2016	C	9,610
1575 N. Gower St., Los Angeles, CA (4)			22,153		51		119,602		22,153		119,653		141,806		22,890		35	2016	C	264,430
6115 W. Sunset Blvd., Los Angeles, CA (4)			1,313		3		17,392		2,455		16,253		18,708		4,133		35	2015	C	26,238
6121 W. Sunset Blvd., Los Angeles, CA (4)			11,120		4,256		44,031		8,703		50,704		59,407		11,849		35	2015	C	93,418
6255 W. Sunset Blvd., Los Angeles, CA			18,111		60,320		52,399		18,111		112,719		130,830		53,140		35	2012	A	331,888
3750 Kilroy Airport Way, Long Beach, CA			—		1,941		13,732		—		15,673		15,673		12,103		35	1989	C	10,718
3760 Kilroy Airport Way, Long Beach, CA			—		17,467		21,186		—		38,653		38,653		30,843		35	1989	C	166,761
3780 Kilroy Airport Way, Long Beach, CA			—		22,319		37,277		—		59,596		59,596		45,988		35	1989	C	221,452
3800 Kilroy Airport Way, Long Beach, CA			—		19,408		24,334		—		43,742		43,742		29,745		35	2000	C	192,476
3840 Kilroy Airport Way, Long Beach, CA			—		13,586		16,768		—		30,354		30,354		18,101		35	1999	C	138,441
3880 Kilroy Airport Way, Long Beach, CA			—		9,704		12,115		—		21,819		21,819		6,615		35	1997	A	96,923
3900 Kilroy Airport Way, Long Beach, CA			—		12,615		17,130		—		29,745		29,745		21,034		35	1997	A	130,935
8560 W. Sunset Blvd., West Hollywood, CA			9,720		50,956		5,881		9,720		56,837		66,557		12,496		35	2016	A	76,558
8570 W. Sunset Blvd., West Hollywood, CA			31,693		27,974		7,110		31,693		35,084		66,777		7,154		35	2016	A	49,276
8580 W. Sunset Blvd., West Hollywood, CA			10,013		3,695		1,856		10,013		5,551		15,564		952		35	2016	A	6,875
8590 W. Sunset Blvd., West Hollywood, CA			39,954		27,884		5,608		39,954		33,492		73,446		7,213		35	2016	A	56,750
12100 W. Olympic Blvd., Los Angeles, CA	$159,973	(5)	352		45,611		25,334		9,633		61,664		71,297		34,464		35	2003	C	155,679
12200 W. Olympic Blvd., Los Angeles, CA		(5)	4,329		35,488		26,399		3,977		62,239		66,216		47,437		35	2000	C	154,544
12233 W. Olympic Blvd., Los Angeles, CA			22,100		53,170		6,398		22,100		59,568		81,668		20,181		35	2012	A	156,746
12312 W. Olympic Blvd., Los Angeles, CA		(5)	3,325		12,202		12,671		3,399		24,799		28,198		18,006		35	1997	A	76,644
2100/2110 Colorado Ave., Santa Monica, CA			5,474		26,087		15,937		5,476		42,022		47,498		30,599		35	1997	A	104,853
501 Santa Monica Blvd., Santa Monica, CA			4,547		12,044		18,723		4,551		30,763		35,314		22,436		35	1998	A	78,509
12225 El Camino Real, Del Mar, CA			1,700		9,633		4,409		1,673		14,069		15,742		10,451		35	1998	A	58,401

F - 61

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION – (Continued)

December 31, 2022

	Initial Cost				Gross Amounts at Which Carried at Close of Period
Property Location	Encumb- rances	Land and Improve- ments	Buildings and Improve- ments	Costs Capitalized Subsequent  to Acquisition/ Improvement	Land and Improve- ments	Buildings and Improve- ments	Total	Accumulated Depreciation	Depreci- ation Life (1)	Date of Acquisition (A)/ Construction (C) (2)		Rentable Square Feet (3) (unaudited)
	($ in thousands)
12235 El Camino Real, Del Mar, CA		1,507	8,543	9,974	1,540	18,484	20,024	12,892	35	1998	A	53,751
12340 El Camino Real, Del Mar, CA (6)		4,201	—	35,553	4,201	35,553	39,754	3,375	35	2022	C	109,307
12390 El Camino Real, Del Mar, CA		3,453	11,981	11,618	3,453	23,599	27,052	13,100	35	2000	C	73,238
12770 El Camino Real, Del Mar, CA		9,360	—	35,006	9,360	35,006	44,366	6,990	35	2015	C	75,035
12780 El Camino Real, Del Mar, CA		18,398	54,954	24,127	18,398	79,081	97,479	25,319	35	2013	A	140,591
12790 El Camino Real, Del Mar, CA		10,252	21,236	17,133	10,252	38,369	48,621	10,204	35	2013	A	87,944
12830 El Camino Real, Del Mar, CA		28,645	—	112,741	28,645	112,741	141,386	8,764	35	2021	C	196,444
12860 El Camino Real, Del Mar, CA		11,326	—	51,662	11,326	51,662	62,988	4,229	35	2021	C	92,042
12348 High Bluff Dr., Del Mar, CA		1,629	3,096	8,496	1,629	11,592	13,221	8,071	35	1999	C	39,193
12400 High Bluff Dr., Del Mar, CA (7)		15,167	—	46,755	15,167	46,755	61,922	9,856	35	2022	C	216,518
3579 Valley Centre Dr., Del Mar, CA		2,167	6,897	11,319	2,858	17,525	20,383	11,461	35	1999	C	54,960
3611 Valley Centre Dr., Del Mar, CA		4,184	19,352	29,293	5,259	47,570	52,829	31,308	35	2000	C	132,425
3661 Valley Centre Dr., Del Mar, CA		4,038	21,144	20,567	4,725	41,024	45,749	27,697	35	2001	C	131,662
3721 Valley Centre Dr., Del Mar, CA		4,297	18,967	16,203	4,254	35,213	39,467	22,563	35	2003	C	115,193
3811 Valley Centre Dr., Del Mar, CA		3,452	16,152	21,883	4,457	37,030	41,487	25,813	35	2000	C	118,912
3745 Paseo Place, Del Mar, CA (Retail)		24,358	—	73,942	24,358	73,942	98,300	8,857	35	2019	C	95,871
13480 Evening Creek Dr. North, San Diego, CA		7,997	—	57,000	7,997	57,000	64,997	25,377	35	2008	C	143,401
13500 Evening Creek Dr. North, San Diego, CA		7,581	35,903	24,926	7,580	60,830	68,410	30,838	35	2004	A	143,749
13520 Evening Creek Dr. North, San Diego, CA		7,581	35,903	24,767	7,580	60,671	68,251	33,028	35	2004	A	146,701
2100 Kettner Blvd., San Diego, CA		19,861	—	97,396	19,861	97,396	117,257	918	35	2022	C	204,682
2305 Historic Decatur Rd., San Diego, CA		5,240	22,220	9,757	5,240	31,977	37,217	15,472	35	2010	A	107,456
4690 Executive Dr., San Diego, CA (8)		—	—	6,264	—	6,264	6,264	77	35	1999	A	—
9455 Towne Centre Dr., San Diego, CA		6,081	—	80,076	6,081	80,076	86,157	4,913	35	2021	C	160,444
4100 Bohannon Dr., Menlo Park, CA		4,835	15,526	1,583	4,860	17,084	21,944	6,104	35	2012	A	47,379
4200 Bohannon Dr., Menlo Park, CA		4,798	15,406	6,967	4,662	22,509	27,171	8,428	35	2012	A	45,451
4300 Bohannon Dr., Menlo Park, CA		6,527	20,958	8,611	6,470	29,626	36,096	10,389	35	2012	A	63,079
4400 Bohannon Dr., Menlo Park, CA (9)		—	—	3,002	—	3,002	3,002	2,057	35	2012	A	—
4500 Bohannon Dr., Menlo Park, CA		6,527	20,957	4,479	6,470	25,493	31,963	9,519	35	2012	A	63,078
4600 Bohannon Dr., Menlo Park, CA		4,798	15,406	4,531	4,939	19,796	24,735	7,975	35	2012	A	48,147
4700 Bohannon Dr., Menlo Park, CA		6,527	20,958	1,572	6,470	22,587	29,057	8,432	35	2012	A	63,078
1290 - 1300 Terra Bella Ave., Mountain View, CA		28,730	27,555	12,305	28,730	39,860	68,590	7,462	35	2016	A	114,175
680 E. Middlefield Rd., Mountain View, CA		34,755	—	56,759	34,755	56,759	91,514	15,612	35	2014	C	171,676
690 E. Middlefield Rd., Mountain View, CA		34,605	—	56,515	34,605	56,515	91,120	15,546	35	2014	C	171,215

F - 62

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION – (Continued)

December 31, 2022

	Initial Cost					Gross Amounts at Which Carried at Close of Period
Property Location	Encumb- rances		Land and Improve- ments	Buildings and Improve- ments	Costs Capitalized Subsequent  to Acquisition/ Improvement	Land and Improve- ments	Buildings and Improve- ments	Total	Accumulated Depreciation	Depreci- ation Life (1)	Date of Acquisition (A)/ Construction (C) (2)		Rentable Square Feet (3) (unaudited)
	($ in thousands)
1701 Page Mill Rd., Palo Alto, CA			—	99,522	108	—	99,630	99,630	18,011	35	2016	A	128,688
3150 Porter Dr., Palo Alto, CA			—	21,715	6,327	—	28,042	28,042	4,961	35	2016	A	36,886
900 Jefferson Ave., Redwood City, CA (10)			16,668	—	109,626	18,063	108,231	126,294	27,378	35	2015	C	228,505
900 Middlefield Rd., Redwood City, CA (10)			7,959	—	50,293	8,626	49,626	58,252	12,241	35	2015	C	118,764
100 Hooper St., San Francisco, CA			78,564	—	196,708	85,510	189,762	275,272	23,632	35	2018	C	417,914
100 First St., San Francisco, CA (11)			49,150	131,238	78,071	49,150	209,309	258,459	95,413	35	2010	A	480,457
303 Second St., San Francisco, CA (12)			63,550	154,153	109,843	63,550	263,996	327,546	122,578	35	2010	A	784,658
201 Third St., San Francisco, CA			19,260	84,018	77,793	19,260	161,811	181,071	84,332	35	2011	A	346,538
360 Third St., San Francisco, CA			—	88,235	126,260	28,504	185,991	214,495	67,999	35	2011	A	429,796
250 Brannan St., San Francisco, CA			7,630	22,770	10,752	7,630	33,522	41,152	14,079	35	2011	A	100,850
301 Brannan St., San Francisco, CA			5,910	22,450	16,647	5,910	39,097	45,007	14,016	35	2011	A	82,834
333 Brannan St., San Francisco, CA			18,645	—	80,640	18,645	80,640	99,285	16,195	35	2016	C	185,602
345 Brannan St., San Francisco, CA			29,405	113,179	1,135	29,403	114,316	143,719	13,548	35	2018	A	110,050
350 Mission St., San Francisco, CA			52,815	—	212,731	52,815	212,731	265,546	44,523	35	2016	C	455,340
345 Oyster Point Blvd., South San Francisco, CA			13,745	18,575	—	13,745	18,575	32,320	2,835	35	2018	A	40,410
347 Oyster Point Blvd., South San Francisco, CA			14,071	18,289	44	14,071	18,333	32,404	2,803	35	2018	A	39,780
349 Oyster Point Blvd., South San Francisco, CA			23,112	22,601	324	23,112	22,925	46,037	4,741	35	2018	A	65,340
350 Oyster Point Blvd., South San Francisco, CA			23,719	—	178,544	23,719	178,544	202,263	6,529	35	2021	C	234,892
352 Oyster Point Blvd., South San Francisco, CA			23,449	—	166,919	23,449	166,919	190,368	5,965	35	2021	C	232,215
354 Oyster Point Blvd., South San Francisco, CA			19,538	—	142,080	19,538	142,080	161,618	5,995	35	2021	C	193,472
505 Mathilda Ave., Sunnyvale, CA			37,843	1,163	50,450	37,943	51,513	89,456	12,147	35	2014	C	212,322
555 Mathilda Ave., Sunnyvale, CA			37,843	1,163	50,447	37,943	51,510	89,453	12,146	35	2014	C	212,322
599 Mathilda Ave., Sunnyvale, CA			13,538	12,559	71	13,538	12,630	26,168	5,386	35	2012	A	76,031
605 Mathilda Ave., Sunnyvale, CA			29,014	891	77,281	29,090	78,096	107,186	27,048	35	2014	C	162,785
601 108th Ave., Bellevue, WA			—	214,095	88,313	42,680	259,728	302,408	108,785	35	2011	A	490,738
10900 NE 4th St., Bellevue, WA			25,080	150,877	51,424	25,080	202,301	227,381	80,659	35	2012	A	428,557
2001 W. 8th Ave., Seattle, WA			84,076	371,154	309	84,076	371,463	455,539	17,757	35	2021	A	539,226
701 N. 34th St., Seattle, WA			—	48,027	9,063	—	57,090	57,090	22,769	35	2012	A	141,860
801 N. 34th St., Seattle, WA			—	58,537	22,448	—	80,985	80,985	26,673	35	2012	A	173,615
837 N. 34th St., Seattle, WA			—	37,404	6,563	—	43,967	43,967	16,307	35	2012	A	112,487
320 Westlake Ave. North, Seattle, WA	83,496	(13)	14,710	82,018	14,823	14,710	96,841	111,551	30,346	35	2013	A	184,644
321 Terry Ave. North, Seattle, WA		(13)	10,430	60,003	10,717	10,430	70,720	81,150	23,174	35	2013	A	135,755
401 Terry Ave. North, Seattle, WA			22,500	77,046	31	22,500	77,077	99,577	22,544	35	2014	A	174,530
333 Dexter Ave. North, Seattle, WA			42,854	—	327,999	42,854	327,999	370,853	17,074	35	2022	C	618,766
200 W. 6th St., Austin, TX (14)			—	—	611,622	—	611,622	611,622	4,622	35	—	C	—

F - 63

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION – (Continued)

December 31, 2022

	Initial Cost									Gross Amounts at Which Carried at Close of Period
Property Location	Encumb- rances			Land and Improve- ments		Buildings and Improve- ments		Costs Capitalized Subsequent  to Acquisition/ Improvement		Land and Improve- ments		Buildings and Improve- ments		Total		Accumulated Depreciation		Depreci- ation Life (1)	Date of Acquisition (A)/ Construction (C) (2)		Rentable Square Feet (3) (unaudited)
	($ in thousands)
Residential Properties:
1550 N. El Centro Ave., Los Angeles, CA (4)				16,970		39		136,782		16,970		136,821		153,791		25,942		35	2016	C	—
6390 De Longpre Ave., Hollywood, CA				12,112		—		163,539		12,112		163,539		175,651		8,132		35	2021	C	—
3200 Paseo Village Way, Del Mar, CA				106,419		—		270,120		106,419		270,120		376,539		22,815		35	2020	C	—
TOTAL OPERATING PROPERTIES	243,469			1,646,775		2,959,869		5,433,679		1,738,242		8,302,081		10,040,323		2,218,710					16,194,146
Undeveloped land and construction in progress	—			918,291		—		773,569		918,291		773,569		1,691,860		—					—
TOTAL ALL PROPERTIES	$	243,469	(15)	$	2,565,066	$	2,959,869	$	6,207,248	$	2,656,533	$	9,075,650	$	11,732,183	$	2,218,710				16,194,146

____________________

(1)The initial costs of buildings and improvements are depreciated over 35 years using a straight-line method of accounting; improvements capitalized subsequent to acquisition or development are depreciated over the shorter of the lease term or useful life, generally ranging from one to 20 years.

(2)Represents our date of construction or acquisition, or of our predecessor, the Kilroy Group.

(3)Represents the square footage of our stabilized portfolio.

(4)These properties include the allocated costs of a shared parking structure for a complex comprised of five office buildings and one residential tower.

(5)These properties secure a $160.0 million mortgage note.

(6)This property was taken out of the stabilized portfolio in the fourth quarter of 2021 for redevelopment. We completed construction and added the property back to the stabilized portfolio in the third quarter of 2022.

(7)This property was taken out of the stabilized portfolio in the first quarter of 2022 for redevelopment. We completed construction and added the property back to the stabilized portfolio in the third quarter of 2022.

(8)This property was taken out of the stabilized portfolio in the first quarter of 2022 for redevelopment in phases.

(9)This property was taken out of the stabilized portfolio in the fourth quarter of 2022 for redevelopment.

(10)These properties are owned by Redwood City Partners LLC, a consolidated property partnership.

(11)This property is owned by 100 First Street Member LLC, a consolidated property partnership.

(12)This property is owned by 303 Second Street Member LLC, a consolidated property partnership.

(13)These properties secure a $83.5 million mortgage note.

(14)This property is currently in the tenant improvement phase of our in-process development projects and not yet in the stabilized portfolio. The estimated rentable square feet for this property is 734,000 rentable square feet.

(15)Represents gross aggregate principal amount before the effect of the deferred financing costs of $0.5 million as of December 31, 2022.

F - 64

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION – (Continued)

December 31, 2022

As of December 31, 2022, the aggregate gross cost of property included above for federal income tax purposes approximated $9.6 billion.

The following table reconciles the historical cost of total real estate held for investment from January 1, 2020 to December 31, 2022:

	Year Ended December 31,
	2022		2021		2020
	(in thousands)
Total real estate held for investment, beginning of year	$	11,292,693	$	10,190,046	$	9,628,773
Additions during period:
Acquisitions	40,033		1,131,248		—
Improvements, etc.	439,759		547,468		645,170
Total additions during period	479,792		1,678,716		645,170
Deductions during period:
Cost of real estate sold	(32,855)		(572,985)		(44,070)
Other	(7,447)		(3,084)		(39,827)
Total deductions during period	(40,302)		(576,069)		(83,897)
Total real estate held for investment, end of year	$	11,732,183	$	11,292,693	$	10,190,046

The following table reconciles the accumulated depreciation from January 1, 2020 to December 31, 2022:

	Year Ended December 31,
	2022		2021		2020
	(in thousands)
Accumulated depreciation, beginning of year	$	2,003,656	$	1,798,646	$	1,561,361
Additions during period:
Depreciation of real estate	287,799		256,304		244,815
Total additions during period	287,799		256,304		244,815
Deductions during period:
Write-offs due to sale	(19,114)		(38,156)		(6,401)
Other	(53,631)		(13,138)		(1,129)
Total deductions during period	(72,745)		(51,294)		(7,530)
Accumulated depreciation, end of year	$	2,218,710	$	2,003,656	$	1,798,646

F - 65

EX-10.17

Exhibit 10.17

SEPARATION AGREEMENT

This Separation Agreement (“Agreement”) is entered into on this 30th day of November, 2022 by and between, on the one hand, Tyler H. Rose (“Mr. Rose”) and, on the other hand, Kilroy Realty Corporation, a Maryland corporation (“Company”), and Kilroy Realty, L.P., a Delaware limited partnership (“Operating Partnership”, and Company and Operating Partnership referred to collectively as “KRC”). KRC and Mr. Rose may be referred to herein jointly as “the Parties” or individually as “the Party.”

RECITALS

WHEREAS, Mr. Rose has been employed by KRC as its President and Secretary and has previously held other positions;

WHEREAS, Mr. Rose has been employed pursuant to that certain Employment Agreement for Tyler H. Rose dated January 28, 2016 (the “Employment Agreement”);

WHEREAS, the Parties have agreed that Mr. Rose’s employment with KRC will terminate on March 1, 2023 (the “Separation Date”) on the terms and conditions set forth in this Agreement;

WHEREAS, Mr. Rose is also a party to that certain Non-Competition, Non-Solicitation and Non-Disclosure Agreement with KRC dated as of January 28, 2016 (the “ConfidentialityAgreement”) and that certain Indemnification Agreement with KRC dated as of January 5, 2010 (the “Indemnification Agreement”); and

WHEREAS, KRC and Mr. Rose understand and acknowledge that each of them is waiving legal rights or claims by signing the Agreement, and that each of them voluntarily enters into the Agreement with a complete understanding of its terms and with the intent to be bound thereby;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, receipt of which is hereby acknowledged, KRC and Mr. Rose agree as follows:

1SEPARATION FROM EMPLOYMENT

1.1Mr. Rose acknowledges and agrees that he has continuing obligations under the Employment Agreement to fulfill his duties and responsibilities while employed by KRC through the Separation Date, including cooperating with and supporting an orderly transition of his duties and projects.

1.2On the Separation Date, Mr. Rose shall cease to be an employee of KRC. Mr. Rose hereby irrevocably resigns as an officer, director, manager and in each and every other capacity with each of Company and Operating Partnership, and with each of their respective Affiliates (as such term is defined below), effective as of the Separation Date. KRC accepts such resignations. KRC shall continue to pay Mr. Rose’s regular salary, and provide him with his regular benefits,

1

through and until the Separation Date. Mr. Rose shall also remain eligible for his annual cash incentive (bonus) for 2022 in the ordinary course and on a basis consistent with other senior executives. Mr. Rose acknowledges and agrees that he is not entitled to any additional equity awards, bonus or other forms of incentive compensation. Mr. Rose agrees that the Separation Date shall constitute the date of Mr. Rose’s “separation from service” from KRC (within the meaning of Internal Revenue Code Section 409A and the guidance promulgated thereunder). Mr. Rose has no further rights pursuant to the Employment Agreement (except as expressly set forth herein); provided, however, that should Mr. Rose’s employment terminate as a result of a termination for Cause (as defined in the Employment Agreement) or a voluntary termination without Good Reason (as defined in the Employment Agreement) by Mr. Rose prior to the Separation Date, the applicable termination provisions of the Employment Agreement shall control and this Separation Agreement shall be null and void. In the event of Mr. Rose’s death or Disability or termination without Cause prior to the Separation Date, Mr. Rose (or his estate, if applicable) shall receive the payments hereunder as if he had terminated employment on the Separation Date. Mr. Rose acknowledges and agrees that, in the transition of his duties, KRC may re-assign some or all of his duties prior to the Separation Date and may re-assign his KRC office prior to the Separation Date. As used in this Agreement: (i) the term “Affiliate” means a person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, Company or Operating Partnership (or Company and Operating Partnership together); (ii) the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a person; and (iii) the term “person” shall be construed broadly and includes, without limitation, an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

1.3Except as expressly authorized by KRC in writing, on and after the Separation Date, Mr. Rose shall not represent or act, directly or indirectly, for or on behalf of, or otherwise as an agent of, KRC or any one of the KRC Released Parties (as such term is defined below).

1.4On the Separation Date, KRC shall deliver to Mr. Rose a final paycheck consisting of his accrued and unpaid salary and his accrued but unused vacation and any unused floating holiday hours based on Mr. Rose’s current regular base salary rate.

1.5KRC will maintain Mr. Rose’s personnel file and any financial information that Mr. Rose provided to KRC in a confidential manner. Mr. Rose’s personnel and payroll records shall reflect that he retired. Mr. Rose shall direct prospective employers to the Human Resources Department which will respond to any request for a reference by providing dates of employment and last held position, unless written authorization is provided by Mr. Rose to disclose his most recent regular base salary.

1.6Except as expressly provided for in this Section 1 (or in Section 2 provided the applicable conditions therein are satisfied): (i) Mr. Rose acknowledges and agrees that all obligations of KRC to pay salary, benefits, discretionary bonus, vacation and floating holiday pay, cash bonus and equity or other awards, deferred compensation, auto allowance, separation pay, incentive pay, 401(k) contributions (including the KRC matching contribution) or any other employee benefits, or any other compensation or remuneration of any kind in connection with Mr.

2

Rose’s employment with KRC, or in connection with the notice of termination of employment and termination of his employment and his separation therefrom, shall cease as of the Separation Date; and (ii) that no compensation, benefits, or other payments or remuneration shall be due or owing to Mr. Rose from KRC or any of the KRC Released Parties (under the Employment Agreement or otherwise), in connection with Mr. Rose’s service as an officer or employee, in connection with the termination of Mr. Rose’s service, or otherwise, on or after the date of this Agreement. Nothing stated herein shall amend any benefit plans in which Mr. Rose is a participant that are subject to the Employee Retirement Income Security Act of 1974, as amended.

1.7Without limiting the generality of Section 1.6, the employee benefits provided for in Section 5(b) of the Employment Agreement shall terminate as of the Separation Date. KRC shall reimburse Mr. Rose in the ordinary course for any expenses incurred by Mr. Rose prior to the Separation Date that are reimbursable pursuant to Section 5(d) of the Employment Agreement and have not theretofore been reimbursed. In addition, KRC shall reimburse Mr. Rose in the ordinary course for any reasonable business expenses and disbursements incurred by Mr. Rose prior to the Separation Date in connection with his duties for KRC, to the extent such expenses have not previously been reimbursed, subject to and in accordance with KRC’s general expense reimbursement policies. Mr. Rose agrees that he will submit customary documentation of such expenses to KRC promptly after the Separation Date (or earlier). Mr. Rose represents that he has not and will not incur any such expenses (to the extent not previously reimbursed) other than in the ordinary course and consistent with past practice.

1.8Mr. Rose’s accrued and vested benefit under the Kilroy Realty Corporation 401(k) (the “401(k) Plan”) will be paid in accordance with the terms of that plan. Mr. Rose also has a fully vested account balance under the Kilroy Realty Corporation 2007 Deferred Compensation Plan, as amended (the “Deferred Compensation Plan”). Mr. Rose’s Deferred Compensation Plan benefit will be paid to Mr. Rose in one lump sum on or as soon as practicable after the earlier of the date that is six months and one day after the Separation Date or the date of Mr. Rose’s death (and no later than 30 days following such date), after taking into account the notional earnings or losses occurring prior to the date of payment. In the event of any inconsistency or ambiguity between this payment provision and the payment provisions of the 401(k) Plan or the Deferred Compensation Plan, the 401(k) Plan or the Deferred Compensation Plan, as applicable, shall control.

1.9Beginning with coverage the month following the month in which the Separation Date occurs, Mr. Rose will have the option to convert and continue coverage for himself and his eligible dependents under KRC’s group health and dental insurance plans, as may be required by law under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or Cal-COBRA, as applicable. Mr. Rose acknowledges that he must make a timely election to continue such coverage under COBRA or Cal-COBRA and that he shall (except as provided in Section 2.4 below) be exclusively responsible to pay the full costs of the premiums and administrative charges required by COBRA or Cal-COBRA, as applicable.

1.10From time to time Company has previously awarded Mr. Rose Company restricted stock units (any such restricted stock units that have been subject to only time- and service-based vesting requirements are referred to as “RSUs” and any such restricted stock units that have also been subject to performance-based vesting requirements are referred to as “PSUs”) pursuant to certain written restricted stock unit award agreements from Company (each, an “AwardAgreement”). As of the Separation Date, Mr. Rose will have approximately 75,156 RSUs which

3

are outstanding, have vested, but as to which the payment has been deferred in accordance with the terms of the award (“Vested Deferred RSUs”), and 29,704 PSUs which are outstanding, have vested, but as to which the payment has been deferred in accordance with the terms of the award (“Vested Deferred PSUs”).The Vested Deferred RSUs and the Vested Deferred PSUs (together with any additional dividend equivalents thereon credited pursuant to the applicable award terms after the date hereof through the applicable payment date) will be paid in accordance with the terms of the applicable Award Agreements on (or within sixty (60) days following) the earlier of the date that is six(6)monthsandone(1)dayafter the Separation Date or the date of Mr. Rose’s death. As of the Separation Date, Mr. Rose will have approximately 8,083 RSUs (awarded in 2021 and 2022) which are outstanding but have not vested (“Unvested RSUs”), and 62,520 PSUs (awarded in 2021 and 2022, and with such number of 2021 PSUs presented giving effect to the applicable funds from operations per share modifier for the year in which the award was granted, but as to both the 2021 and 2022 PSU awards before giving effect to the other applicable performance modifiers for the performance periods applicable under the awards) which are outstanding but have not vested (“Unvested PSUs”). (Unit amounts set forth in the preceding two sentences include dividend equivalents credited in accordance with the terms of the awards through the date of this Agreement. For clarity, dividend equivalents shall continue to accrue in accordance with the applicable award terms through the actual settlement dates and the above unit numbers exclude awards that are scheduled to be vested and paid, or terminated, prior to the Separation Date.) Mr. Rose agrees that he has no equity interest, no derivative equity interest, and no equity awards with respect to interests in, the Operating Partnership.

1.11Any shares of Company common stock to be delivered to Mr. Rose with respect to the vesting of an RSU or PSU as contemplated by this Agreement shall be distributed to an account established at Shareworks by Morgan Stanley in Mr. Rose’s name (the “Shareworks Account”). Mr. Rose acknowledges and agrees that he will promptly transfer any shares of Company common stock and any cash amounts in the Shareworks Account to his personal brokerage and/or bank account as soon as possible, and promptly after any additional amounts are credited to such account in the future and, following the last payment to be made pursuant to this Agreement with respect to the RSUs and PSUs, KRC will remove Mr. Rose’s access to the Shareworks Account on the date that is nine months after the Separation Date. Furthermore, in accordance with KRC’s Insider Trading Compliance Policy, Mr. Rose hereby acknowledges and agrees not to buy, sell or otherwise trade in any KRC securities while in possession of any material non-public information about KRC. Any fractional RSU or PSU interests will be settled in cash.

1.12KRC will not dispute a claim for unemployment benefits should one be filed by Mr. Rose, though Mr. Rose acknowledges that it is the Employment Development Department of the State of California and not KRC which determines eligibility for such benefits.

1.13On or prior to the Separation Date, Mr. Rose shall coordinate with KRC Human Resources for the return of the following: (i) all KRC property, including all tangible or intangible property, such as equipment, software, information, office, parking and/or elevator access keys, books and data, that he was provided during his employment; (ii) all Confidential Information (as that term is defined in the Confidentiality Agreement) in his possession; and (iii) a complete list of all computer and website log-in passwords that he used for KRC work purposes (each and collectively, “KRC Property”). Mr. Rose represents and warrants that he has not and will not retain any KRC Property of any type or in any form, whether created, generated, stored or transmitted in any electronic or other format, or in any other media, on any electronic device, such as but not limited to his personal laptop, thumb drives or other electronic devices or computers to which he

4

has access. As a limited and narrow exception hereto, Mr. Rose may retain any personnel or payroll records to which he is legally entitled and any contacts, calendars and personal correspondence.

1.14Each of the Confidentiality Agreement and the Indemnification Agreement remains in full force and effect through the Separation Date and, thereafter, in accordance with its terms. Mr. Rose acknowledges, represents and warrants that he has complied in all material respects with his obligations under the Confidentiality Agreement. Mr. Rose shall continue to be covered under the applicable KRC directors’ and officers’ liability insurance pursuant to any applicable tail coverage.

1.15For one year following the Separation Date, Mr. Rose agrees to reasonably cooperate with KRC (without any consideration or compensation beyond that provided for in this Agreement) regarding (a) the transition of Mr. Rose’s duties and responsibilities (or former duties and responsibilities, as the case may be), and (b) such other matters as KRC may from time to time reasonably request and as are within Mr. Rose’s skill, experience or knowledge given his years of past service to KRC, it being intended that such cooperation will not require a significant time commitment by Mr. Rose.

2MR. ROSE’S TERMINATION PAYMENTS AND BENEFITS IN EXCHANGE FOR A FULL AND FINAL RELEASE OF CLAIMS

In consideration for the covenants, promises and obligations set forth herein, the Release (as such term is defined below), and the other covenants and promises of Mr. Rose set forth in this Agreement, and subject to the condition precedent that Mr. Rose satisfy the Release Requirement (as such term is defined below), KRC shall make the following payments and provide the following benefits to Mr. Rose (collectively, the “Section 2 Payments and Benefits”), which payments or benefits KRC would not otherwise be obligated to make or provide to Mr. Rose. For clarity, KRC shall not be obligated to pay or provide, as the case may be, any of the Section 2 Payments and Benefits if the Release Condition is not satisfied. For purposes of this Agreement, the “Release Condition” means that (i) on or within twenty one (21) days after the Separation Date Mr. Rose shall have delivered to KRC a release, in the form attached hereto as Exhibit A, executed by Mr. Rose during such period of time (“Release”), and (ii) Mr. Rose shall not revoke the Release (or any portion thereof) pursuant to any revocation right afforded by applicable law. Such Release shall be null and void if the Company and the Operating Partnership do not execute it after Mr. Rose has executed it; provided that, for clarity, in those circumstances Mr. Rose shall still be entitled to the Section 2 Payments and Benefits so long as he satisfied the Release Condition.

2.1The Unvested RSUs shall be considered to have vested immediately prior to the Separation Date and shall be paid (together with any additional dividend equivalents credited thereon in accordance with the terms of the applicable Award Agreements after the date hereof through the applicable payment date) to Mr. Rose in accordance with the applicable Award Agreements within sixty (60) days following the Separation Date.

2.2The time- and service-based vesting requirements applicable to the Unvested PSUs shall be considered to have been satisfied immediately prior to the Separation Date, the provisions of such awards for a “Qualifying Termination” shall apply, and any portion of such awards that become vested as a result shall be paid (together with any additional dividend equivalents credited thereon in accordance with the terms of the applicable Award Agreements after the date hereof through the applicable payment date) to Mr. Rose in accordance with the applicable Award

5

Agreements within sixty (60) days following the Separation Date.

2.3KRC shall pay to Mr. Rose a single payment in cash in an aggregate amount equal to One Million Two Hundred Thousand Dollars ($1,200,000.00), with such payment to be made within fifteen (15) days following the date Mr. Rose delivers the Release to KRC.

2.4KRC will pay or reimburse Mr. Rose for his premiums charged to continue medical coverage pursuant to COBRA (or Cal-COBRA, as the case may be), at the same or reasonably equivalent medical coverage for Mr. Rose (and, if applicable, his eligible dependents as in effect immediately prior to the Separation Date, to the extent that Mr. Rose timely elects such continued coverage; provided that KRC’s obligation to make any payment or reimbursement pursuant to this paragraph shall commence with continuation coverage for the month following the month in which the Separation Date occurs and shall continue through and cease with continuation coverage on December 31, 2024 (or, if earlier, shall cease upon the first to occur of the date Mr. Rose becomes eligible for coverage under the health plan of a future employer or the date KRC ceases to offer group medical coverage to its active executive employees).

2.5As a limited and narrow exception to Section 1.13, Mr. Rose may retain any iPhone, iPad and/or computer provided to him by KRC on the additional condition precedent that, prior to retaining the equipment, Mr. Rose shall provide KRC’s information technology department such equipment so that they may permanently wipe the memory and any storage devices of such equipment. Mr. Rose shall also coordinate, to the extent he wants to retain any such information and before any such memory and storage is so wiped, with KRC’s human resources and information technology departments in identifying any personal data or contact information for his retention and in connection with transferring any such personal data or contact information that he wishes to retain to another personal device.

2.6The Company shall reimburse Mr. Rose for his reasonable legal fees incurred in connection with the negotiation of this Agreement in an amount not to exceed $10,000.

3NO REPRESENTATIONS AS TO TAXABILITY OF ANY PAYMENTS

All payments and benefits contemplated by this Agreement (including, without limitation, the Section 2 Payments and Benefits) are subject to applicable withholdings and deductions. KRC has not made, and does not make, any representations as to the taxability of any of the Section 2 Payments and Benefits, or any other payments or benefits contemplated by this Agreement, or any portion thereof, under state, local or federal law. KRC may reflect any payments to Mr. Rose on a Form W-2 or as required by law. Mr. Rose expressly acknowledges that in entering into this Agreement, no representations regarding taxability of the Section 2 Payments and Benefits or any other payments and benefits have been made to him. Mr. Rose shall be solely responsible for any and all tax liability with respect to the Section 2 Payments and Benefits and such other payments and benefits, except as to any amounts of tax withholding that KRC may actually withhold therefrom pursuant to applicable laws, rules and regulations.

4REMEDY FOR BREACH OF AGREEMENT

4.1Without limiting any and all available rights or remedies as decided by the arbitrator, at law or in equity, all of which shall be available and are not waived, the Parties agree that any breach of the terms of this Agreement, the Release, or the Confidentiality Agreement

6

would result in irreparable injury and damage to either one of them, for which there is no adequate remedy at law. The Parties agree that the aggrieved Party (including the respective KRC Released Parties as set forth in the Release in the event of a breach of the Release) shall be entitled to obtain a temporary restraining order and/or a preliminary injunction or permanent injunction, without the need to post a bond, for the purpose of restraining the other Party from engaging in prohibited activities or providing for such other relief as may be required to specifically enforce the terms of this Agreement, the Release, or the Confidentiality Agreement.

4.2Resort to any remedy provided for in this Agreement, the Release, or the Confidentiality Agreement will not prevent concurrent or subsequent award of other appropriate remedies or preclude a recovery of monetary damages and other compensation or restitution.

4.3The Parties agree that any action, dispute, controversy or claim (collectively, “Dispute”) arising out of or in any way relating to this Agreement or the Release, or to the breach or threatened breach of this Agreement or the Release, or to the breach or threatened breach of the Confidentiality Agreement, or to any other matters between the Parties including without limitation Mr. Rose’s employment with KRC and the termination thereof, shall be resolved to the fullest extent provided by law by final and binding arbitration administered by JAMS before a single neutral arbitrator. The arbitration will be conducted pursuant to the Employment Arbitration Rules & Procedures and subject to the JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The rules may be accessed at: https://www.jamsadr.com/rules-employment-arbitration/english. Under these rules, the Parties acknowledge and agree that: (a) a Party may file any claim in arbitration that could have been brought or filed in any court of law or in equity; (b) the prevailing Party shall recover any and all damages and all other relief that would otherwise be available at law or in equity; (c) each Party is entitled to discovery sufficient to adequately arbitrate the Dispute, including access to essential documents and witnesses; (d) KRC shall pay the entire cost of the arbitrator and the arbitration forum costs; (e) the arbitrator shall issue a written decision stating the essential findings and conclusions on which the arbitration award is based, and sufficient to allow for judicial review to the fullest extent permitted by law including for legal error; and (f) except as required for judicial review or in response to court order, any and all proceedings shall be maintained in the strictest confidence by the Parties and their representatives, the arbitrator and any other participants in the arbitration proceedings. Each of the Parties hereby consents to the jurisdiction of the arbitrator, the authority of the arbitrator to award the relief provided for herein, and to JAMS to administer the arbitration, and to submit to said jurisdiction. Accordingly, each Party voluntarily, knowingly and intentionally waives the Party’s right to a jury trial, and agrees to submit any Dispute to arbitration under the terms and conditions provided for herein. The venue of the arbitration shall be in the County of Los Angeles, specifically, at the JAMS offices located at 1925 Century Park E, 14th Floor, Los Angeles, CA 90067, unless the Parties mutually agree in a writing executed by both Parties to a different venue. The Parties agree that this Section 4.3 duly amends, in relevant part, Section 7 of the Confidentiality Agreement and Section 12 of the Employment Agreement, and particularly without limitation Section 12(c) of the Employment Agreement, as Mr. Rose has agreed to arbitration as the sole remedy, except injunctive relief as stated above, for the resolution of any dispute. The Parties agree that this Arbitration Agreement shall be governed by California Civil Procedure Code section 1280 et seq. and the Federal Arbitration Act (“FAA”), 9 U.S.C. section 1, et. seq., except when there is a conflict between the two the FAA will control. Notwithstanding anything herein to the contrary (but, as to the Section 2 Payments and Benefits, only if the Release Condition has been satisfied), KRC shall pay Mr. Rose compensation due and owing under this Agreement during the pendency of any dispute or controversy arising under or in consideration of this Agreement, the Release or

7

the Confidentiality Agreement.

5INTEGRATED AGREEMENT

This Agreement, together with the Release attached hereto, the Confidentiality Agreement, and the Indemnification Agreement (collectively, the “Integrated Agreement”), constitutes an integrated written contract expressing the entire agreement between KRC and Mr. Rose as to its and their subject matter. The Integrated Agreement supersedes all prior or contemporaneous agreements of the Parties hereto and that directly or indirectly bear upon the subject matter hereof or thereof. Any prior negotiations, correspondence, agreements, proposals or understandings relating to the subject matter of the Integrated Agreement, or any portion of the Integrated Agreement, shall be deemed to have been merged into the Integrated Agreement, and to the extent inconsistent therewith, such negotiations, correspondence, agreements, proposals, or understandings shall be deemed to be of no force or effect. There are no representations, warranties, or agreements, whether express or implied, or oral or written, with respect to the subject matter of the Integrated Agreement except as expressly set forth in the Integrated Agreement.

6SEVERABILITY

It is the desire and intent of the Parties hereto that the provisions of this Agreement and of the Release be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement or of the Release shall be adjudicated by a court of competent jurisdiction or an arbitrator, as the case may be, to be invalid, prohibited or unenforceable under any present or future law, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement and of the Release or affecting the validity or enforceability of such provision in any other jurisdiction, and to this end, each of the provisions of this Agreement as well as each of the provisions of the Release is declared to be severable; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Agreement and the Release, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement and the Release or affecting the validity or enforceability of such provision in any other jurisdiction.

7AMENDMENTS AND WAIVER

This Agreement and the Release may not be modified or amended, in whole or in part, except in a formal, definitive written agreement expressly referring to this Agreement or the Release, as the case may be, which agreement is signed by an authorized officer of KRC and by Mr. Rose. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement or under the Release shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be binding unless in writing and signed by the Party asserted to have granted such waiver.

8

8GOVERNING LAW

Construction and interpretation of this Agreement and of the Release shall at all times and in all respects be governed by the laws of the State of California, without regard to the rules or principles of conflicts or choice of law that might look to any jurisdiction outside of California.

9MISCELLANEOUS TERMS

9.1Each of the Parties has received, or has been given the opportunity to receive, prior independent legal advice from legal counsel and tax advisors of their choice with respect to the advisability of entering into this Agreement (and, as to Mr. Rose, with respect to the advisability of entering into the Release), and the taxability of any payments set forth herein, and therefore no ambiguity of this Agreement or of the Release shall be resolved against any Party by virtue of having participated in the drafting of this Agreement or of the Release.

9.2Each of the Parties represents that each has read this Agreement and the Release carefully, knows and understands its contents, and has investigated the facts pertaining to this Agreement and the Release to the extent that each deems necessary or desirable.

9.3The section headings and titles contained in this Agreement and in the Release are inserted for convenience only, and they neither form a part of this Agreement or the Release, nor are they to be used in the construction or interpretation of this Agreement or the Release. In this Agreement and in the Release, where the context requires, the singular shall include the plural, the plural shall include the singular, and any gender shall include all other genders and the neutral. In this Agreement and in the Release, where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates.

9.4This Agreement and the Release are personal to Mr. Rose and shall not be assignable by Mr. Rose except by operation of law. This Agreement and the Release shall inure to the benefit of and be binding upon Company, the Operating Partnership, and each of its and their respective successors and assigns and any such successor or assignee shall be deemed substituted for Company or Operating Partnership, as the case may be, under the terms of this Agreement and the Release for all purposes. As used herein, “successor” and “assignee” shall include any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires ownership of Company or Operating Partnership, as the case may be, or to which Company or the Operating Partnership assigns this Agreement or the Release, as the case may be, by operation of law or otherwise.

9.5Except as otherwise provided herein, KRC and Mr. Rose shall each bear their own attorneys’ fees, costs, and expenses incurred with respect to the drafting, negotiation or execution of this Agreement and the Release.

9.6The Parties consent and agree (a) that this Agreement and the Release may be signed in any number of counterparts, each of which shall be deemed an original as against any Party whose signature appears thereon, and all of which together shall constitute one and the same instrument, (b) that each of this Agreement and the Release shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the Parties reflected hereon as the signatories, (c) that photographic copies of such signed counterparts

9

may be used in lieu of the originals for any purpose, (d) that this Agreement and the Release may be signed using electronic signature technology (e.g., via DocuSign or similar electronic signature technology), and that such signed electronic record shall be valid and as effective to bind the Party so signing as a paper copy bearing such party’s hand-written signature, (e) to the extent a party signs this Agreement or the Release using electronic signature technology, by clicking “sign”, such Party is signing this Agreement or the Release, as the case may be, electronically, and (f) that the electronic signatures appearing on this Agreement and the Release shall be treated, for purposes of validity, enforceability and admissibility, the same as hand-written signatures.

9.7Nothing in this Agreement, the Confidentiality Agreement or the Release prohibits Mr. Rose from reporting possible violations of federal, state or local law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or from making other disclosures that are protected under the whistleblower provisions of federal, state or local law or regulation. Mr. Rose does not need the prior authorization or approval of any officer or employee of KRC to make any such reports or disclosures and he is not required to notify KRC that he has made such reports or disclosures. Further, nothing in this Agreement, the Confidentiality Agreement or the Release prohibits or restricts Mr. Rose’s ability to share confidential information regarding possible violations of the law with any federal, state or local government agency, and to accept monetary awards for providing information about violations of the law to any such agency (sometimes referred to as whistleblower awards or informant awards) under any whistleblower law, rule or program. Further, the Parties represent and agree that this Agreement, the Confidentiality Agreement and the Release are intended to fully comply with the Defend Trade Secrets Act of 2016. Accordingly, Mr. Rose acknowledges and understands the following:

(a)An individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (b) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.

(b)Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.

[Signatures Follow on the Next Page]

10

IN WITNESS WHEREOF, this Agreement has been duly executed by KRC and Mr. Rose on the date of this Agreement first set forth above.

/s/ Tyler H. Rose
TYLER H. ROSE
KILROY REALTY CORPORATION,
a Maryland Corporation
By:	/s/ Heidi R. Roth
	Name: Heidi R. Roth
	Title: Executive Vice President
	and Chief Administrative Officer
By:	/s/ Lauren N. Stadler
	Name: Lauren N. Stadler
	Title: Senior Vice President,
	Corporate Counsel
KILROY REALTY, L.P. ,
a Delaware Limited Partnership
By:	KILROY REALTY CORPORATION,
	a Maryland Corporation,
Its:	General Partner
By:	/s/ Heidi R. Roth
	Name: Heidi R. Roth
	Title: Executive Vice President
	and Chief Administrative Officer
By:	/s/ Lauren N. Stadler
	Name: Lauren N. Stadler
	Title: Senior Vice President,
	Corporate Counsel

11

Exhibit A

RELEASE

1GENERAL RELEASE OF CLAIMS

1.1Tyler H. Rose (“Mr. Rose”) enters into this Release on [_________], (the “Effective Date”) and delivers it to KRC (as defined below) in consideration of the Section 2 Payments and Benefits provided for in that certain Separation Agreement by and between, on the one hand, Mr. Rose and, on the other hand, Kilroy Realty Corporation, a Maryland corporation (“Company”), and Kilroy Realty, L.P., a Delaware limited partnership (“Operating Partnership”, and Company and Operating Partnership referred to collectively as, “KRC”) dated on or about November 30, 2022 (the “Separation Agreement”). Capitalized terms used in this Release that are not otherwise defined herein are used as defined in the Separation Agreement.

1.2Mr. Rose for himself and on behalf of his spouse and child or children (if any), heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns (together, the “Rose Releasing Parties”), shall and does hereby and forever fully, finally and forever generally remise, release, waive and discharge Company, Operating Partnership, the KRC Released Parties (as such term is defined below), and each of them, from any and all known or unknown, suspected or unsuspected, whether or not concealed or hidden, claims, rights, actions and causes of action, at law or in equity, including but not limited to the Released Claims (as such term is defined below), which Mr. Rose or any of the Rose Releasing Parties ever had or held, now has or holds, or hereafter can, shall, or may have or hold against KRC, the KRC Released Parties, or any one of them, based on any occurrences, transactions, events, acts, or omissions related to Mr. Rose’s employment with the Company, the Operating Partnership, or their respective Affiliates or subsidiaries, or Mr. Rose’s separation from employment from the Company, the Operating Partnership, or their respective Affiliates or subsidiaries from the beginning of the World through the Effective Date. Mr. Rose acknowledges and agrees that he has received any and all leave and other benefits that he has been and is entitled to pursuant to the Family and Medical Leave Act of 1993.

1.3Notwithstanding anything else stated herein to the contrary, the foregoing release of claims shall not apply to any of the following: (i) KRC’s obligations under the Separation Agreement (including as to the payment of the compensation and benefits provided for therein); (ii) rights to indemnification Mr. Rose may have under the Indemnification Agreement or under the articles, bylaws or other governing documents of Company or the Operating Partnership or any of their respective Affiliates; (iii) rights Mr. Rose may have as a shareholder of the Company; (iv) any rights that Mr. Rose may have to insurance coverage for such losses, damages or expenses under any directors and officers liability insurance policy of Company, Operating Partnership, or any of their respective Affiliates; and/or (v) any rights to continued medical and dental coverage Mr. Rose may have under COBRA. In addition, this Release, and the releases provided for herein by Mr. Rose, do not cover any claim that cannot be so released as a matter of applicable law.

Release - 1

1.4The term “KRC Released Parties” means and shall include Company, Operating Partnership, their respective Affiliates, and each of its or their current or former officers, directors, shareholders, investors, partners, representatives, members, employees (in their respective capacities as such, in their individual and personal capacities, and in any and all other capacities), servants, agents, managing agents, owners, partnerships, trustees, predecessors, successors, assigns, affiliates, parents, subsidiaries (whether or not wholly owned), attorneys, administrators, insurers and reinsurers, accountants, and lenders.

1.5The term “Released Claims” means and shall include any and all claims, actions, and causes of action, liens, debts, liabilities, demands, obligations, contracts or commitments, suits, debts, accounts, covenants, disputes, controversies, agreements, stock options agreements, promises, acts, costs and expenses (including without limitation attorneys’ and expert witness fees), damages and executions, of whatever kind or nature related to Mr. Rose’s employment with the Company, the Operating Partnership, or their respective Affiliates or subsidiaries, or Mr. Rose’s separation from employment from the Company, the Operating Partnership, or their respective Affiliates or subsidiaries. Without limitation, the term “Released Claims” includes any statutory, civil, common law or administrative claim, such as but not limited to claims under the California Fair Employment and Housing Act (FEHA) (Cal. Gov’t Code section 12940 et seq.), Title VII of the 1964 Civil Rights Act, as amended (Title VII) (42 U.S.C. section 2000e et seq.), the Fair Labor Standards Act, as amended (29 U.S.C. section 201 et seq.), the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. section 1981 et. seq., the Consolidated Omnibus Benefits Reconciliation Act of 1985 (COBRA) and any notices provided to Mr. Rose under COBRA, the Americans with Disabilities Act (ADA) (42 U.S.C. section 12101 et seq.), the Worker Adjustment and Retraining Notification Act of 1988 (29 U.S.C. sections 2101 et seq.), the California WARN Act (Cal. Labor Code section 1400 et seq.), the Rehabilitation Act of 1973 (29 U.S.C. section 701, et seq.), the Family and Medical Leave Act of 1992, 29 U.S.C. section 2601 et seq., the Employee Retirement Income Security Act (ERISA), 29 U.S.C. section 1001 et. seq., Section 132a of the California Workers’ Compensation Act (Labor Code section 132a); claims under the California Labor Code (except with respect to workers’ compensation and unemployment insurance claims); except for the compensation and benefits to be paid as provided under the Separation Agreement, claims for compensation including salary (and the manner of payment thereof and any withholdings therefrom pursuant to required tax withholdings or as otherwise ordered by court), discretionary bonus, RSUs, Vested Deferred RSUs, Unvested RSUs, PSUs, Vested Deferred PSUs, Unvested PSUs, each and any Award Agreement, any other equity or other awards, fringe benefits, vacation, auto allowance, separation pay, incentive pay or other employee benefits (except claims for California statutory unemployment insurance benefits); except for the compensation and benefits to be paid as provided under the Separation Agreement, claims related to KRC’s notice of termination, the amount of notice and the termination of Mr. Rose’s employment with KRC, and the timing thereof, attorneys’ fees, costs, expenses and expert witness expenses, tort damages, personal injury damages, breach of implied or express contract, discrimination on the basis of any statutorily protected class, failure to accommodate, failure to engage in an interactive process, wrongful termination in violation of public policy, breach of fiduciary duty, declaratory relief, injunctive relief, public policy breach, intentional or negligent infliction of emotional distress, breach of implied covenant of good faith and fair dealing, interference with contract, interference with prospective economic advantage, intentional or negligent misrepresentation, promissory fraud, fraud, conversion, defamation, libel, slander, invasion of privacy, disparagement of any kind or nature, malicious prosecution, or abuse of process (whether express, implied in law or fact, oral or written), whether known or unknown, suspected or unsuspected, fixed or contingent, at law or in equity, which Mr. Rose ever had or held, now has or holds, or hereafter can, shall, or may have

Release - 2

or hold at any time in the future, in any capacity, individually, or as a member of a class, collective or representative action, with respect to his employment with KRC or the termination thereof, from the beginning of the World through the Effective Date.

1.6Each of the Company and the Operating Partnership shall and does hereby and forever fully, finally and forever generally remise, release, waive and discharge Mr. Rose, the Rose Releasing Parties, and each of them, from any and all known or unknown, suspected or unsuspected, whether or not concealed or hidden, claims, rights, actions and causes of action, at law or in equity, which the Company or the Operating Partnership ever had or held, now has or holds, or hereafter can, shall, or may have or hold against Mr. Rose, the Rose Releasing Parties, or any of them, based on any occurrences, transactions, events, acts, or omissions related to Mr. Rose’s employment with the Company, the Operating Partnership, or their respective Affiliates or subsidiaries, or Mr. Rose’s separation from employment from the Company, the Operating Partnership, or their respective Affiliates or subsidiaries from the beginning of the World through the Effective Date.

2WAIVER OF SECTION 1542 RIGHTS

2.1Each party hereto hereby acknowledges that he or it understands that the facts with respect to which the releases set forth herein are given may turn out to be different from the facts now known or believed to be true by him or it, and he or it accepts and assumes the risk of facts turning out to be different, and agrees that this Release shall remain in all respects effective and not subject to termination or rescission by virtue of such difference in facts. Each party hereto further acknowledges that he or it has been informed of and understands the provision of California Civil Code Section 1542 which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

2.2Each party hereto expressly waives and relinquishes any and all rights and benefits under Section 1542 of the Civil Code of the State of California and under any statute, rule, or principle of common law or equity, of any jurisdiction, that is similar to such Section 1542.

3SPECIAL ADEA WAIVER

3.1Mr. Rose hereby releases and forever discharges Company, the Operating Partnership, the KRC Released Parties, and each of them, from any and all claims under the Age Discrimination in Employment Act (ADEA), 29 U.S.C. § 621 et seq. Mr. Rose hereby acknowledges that: (i) he fully understands the terms, conditions and provisions of this Release; (ii) this release specifically applies to any rights or claims he may have against Company, the Operating Partnership, the KRC Released Parties, or any of them, under the ADEA; (iii) this provision does not waive or purport to waive ADEA rights or claims that may arise from acts or events occurring after the date this waiver is executed; (iv) the consideration provided for this Release pursuant to the Separation Agreement is in addition to that which he is already entitled;

Release - 3

(v) he has been advised of the right to consult with his own attorney of his choice prior to signing this Release; (vi) he has been given twenty-one (21) days within which to consider the settlement set forth in this Release prior to signing this Release; and (vii) he understands that he has seven (7) days following the date he signs this Release within which to revoke this Release (“Revocation Period”), and that this Release shall not become effective or enforceable until the Revocation Period has expired. Any such revocation must be in writing and must be received by KRC during the seven-day revocation period. Any notice of revocation should be sent by Mr. Rose in writing to KRC (attention Vice President, Human Resources), 12200 West Olympic Blvd., Suite 200, Los Angeles, CA 90064, so that each is received within the seven (7)-day period following execution of this Release by Mr. Rose.

3.2Mr. Rose understands that he may execute this Release before the expiration of the twenty-one (21) day period referenced above, and he acknowledges and agrees that should he do so, he knowingly and voluntarily waives the full twenty-one (21) day period to consider the settlement set forth in this Release.

4NO PENDING CLAIMS OR OTHER CHARGES

4.1Mr. Rose represents and warrants that he has no claims or charges pending against Company, Operating Partnership, the KRC Released Parties, or any one of them, with the California Labor Commissioner, the United States Department of Labor, the California Department of Fair Employment and Housing (DFEH), the United States Equal Employment Opportunity Commission (EEOC), or any other federal, state, or local governmental agency or in any civil court or other forum in any jurisdiction. Except as expressly set forth herein, Mr. Rose shall not file, or cause to be filed, any claims, suits or charges against Company, the Operating Partnership, the KRC Released Parties, or any one of them with respect to the Released Claims. Except as expressly set forth herein, the Company and the Operating Partnership agree that it shall not file, or cause to be filed, any claims, suits or charges against Mr. Rose, the Rose Releasing Parties, or any one of them with respect to the claims it has released in Section 1.6.

4.2Should Mr. Rose, or anyone acting in his behalf or in concert with him, bring any demand, claim, suit, charge or process (each an “action”) against Company, Operating Partnership or any one of the KRC Released Parties, in any forum or venue, whether the action is brought in Mr. Rose’s individual capacity, or in a representative capacity on behalf of Mr. Rose or others, or as agents of disclosed or undisclosed principals, such action shall be in breach of this Release. Without limitation, in the event of a breach referenced in this Section 4.2, KRC shall be entitled to recover its reasonable attorneys’ fees, costs and expenses (including expert witness fees and costs) as a measure of its damages.

4.3Should the Company or the Operating Partnership, or anyone acting on its behalf or in concert with it, bring any demand, claim, suit, charge or process (each an “action”) against Mr. Rose or any one of the Rose Releasing Parties, in any forum or venue, whether the action is brought in its name, or in a representative capacity on behalf of the Company or the Operating Partnership, or as agents of disclosed or undisclosed principals, such action shall be in breach of this Release. Without limitation, in the event of a breach referenced in this Section 4.3, Mr. Rose shall be entitled to recover its reasonable attorneys’ fees, costs and expenses (including expert witness fees and costs) as a measure of its damages.

Release - 4

4.4Mr. Rose represents and warrants that there has been no assignment or transfer of any Released Claims, or portion thereof, to any other person. Each of the Company and the Operating Partnership represents and warrants that there has been no assignment or transfer of any claims it has released in Section 1.6, or portion thereof, to any other person. Nothing in this Release shall modify the Charter or Bylaws of KRC regarding any provision therein respecting indemnification of a former directors, officer or employee by KRC.

4.5With respect to Mr. Rose’s right to enforce the Separation Agreement and to cooperate with governmental agencies and personnel, nothing in the Separation Agreement, the Confidentiality Agreement or this Release shall prohibit or interfere with Mr. Rose’s right to bring any action to enforce the terms of the Separation Agreement, the Confidentiality Agreement or this Release, or to file a charge with, cooperate with, or participate in an investigation or proceeding conducted by the United States Equal Employment Opportunity Commission, or other federal, state or local agency. However, except where otherwise prohibited by law, the consideration provided to Mr. Rose in the Separation Agreement shall be the sole relief provided to him for all claims he previously asserted or could have asserted. Mr. Rose is not, and shall not be, entitled to recover, and he agrees to waive, any back pay, back benefits, damages for emotional distress, other actual or compensatory damages, punitive damages, interest, and other monetary benefits or other personal relief or recovery against KRC in connection with any such claim, charge or proceeding of any kind without regard to which entity or person has brought such claim, charge or proceeding, except for whistleblower or informant awards as set forth below in Section 9.7 of the Separation Agreement.

5NO ADMISSION OF LIABILITY

Each party hereto expressly acknowledges and agrees that the Separation Agreement and this Release represent a settlement of disputed rights and claims and that, by entering into the Separation Agreement and this Release, neither Company, the Operating Partnership, nor any one of the KRC Released Parties, nor Mr. Rose, nor any one of the Rose Releasing Parties admits or acknowledges the existence of any liability or wrongdoing, all such liability being specifically and expressly denied.

[Signatures Follow on the Next Page]

Release - 5

IN WITNESS WHEREOF, this Release has been duly executed by KRC and Mr. Rose on the date of this Release first set forth above.

TYLER H. ROSE
KILROY REALTY CORPORATION,
a Maryland Corporation
By:
	Name:
	Title:
By:
	Name:
	Title:
KILROY REALTY, L.P. ,
a Delaware Limited Partnership
By:	KILROY REALTY CORPORATION,
	a Maryland Corporation,
Its:	General Partner
By:
	Name:
	Title:
By:
	Name:
	Title:

Release - 6

EX-10.44

Exhibit 10.44

TERM LOAN AGREEMENT

dated as of October 3, 2022

among

KILROY REALTY, L.P.,

as Borrower,

JPMORGAN CHASE BANK, N.A.,
as Bank and as Administrative Agent for the Banks,

JPMORGAN CHASE BANK, N.A., BOFA SECURITIES, INC.,
PNC CAPITAL MARKETS LLC, U.S. BANK NATIONAL ASSOCIATION,
and THE BANK OF NOVA SCOTIA,
as Joint Lead Arrangers and Joint Bookrunners,

BANK OF AMERICA, N.A.,
as Bank and Syndication Agent,

PNC BANK, NATIONAL ASSOCIATION,

U.S. BANK NATIONAL ASSOCIATION,
and THE BANK OF NOVA SCOTIA,

as Banks and Co-Documentation Agents,

and

THE BANKS LISTED HEREIN

TABLE OF CONTENTS

(continued)

Page

ARTICLE 1	DEFINITIONS	1
Section 1.1	Definitions	1
Section 1.2	Accounting Terms and Determinations	33
Section 1.3	Types of Borrowings	33
Section 1.4	Interest Rates; Benchmark Notification	33
Section 1.5	Divisions	34
ARTICLE II	THE CREDITS	34
Section 2.1	Commitments to Lend	34
Section 2.2	Notice of Committed Borrowing	35
Section 2.3	[Reserved]	35
Section 2.4	Notice to Banks; Funding of Loans	35
Section 2.5	Notes	36
Section 2.6	Maturity of Loans	36
Section 2.7	Interest Rates	37
Section 2.8	Fees	37
Section 2.9	Mandatory Termination or Reduction	38
Section 2.10	Mandatory Prepayment	38
Section 2.11	Commitment Reductions; Optional Prepayments	39
Section 2.12	General Provisions as to Payments	40
Section 2.13	Funding Losses	41
Section 2.14	Computation of Interest and Fees	42
Section 2.15	Method of Electing Interest Rates	42
Section 2.16	[Reserved]	43
Section 2.17	[Reserved]	43
Section 2.18	Extension Option	43
Section 2.19	Extending Facilities	44
ARTICLE III	CONDITIONS	46
Section 3.1	Closing	46
Section 3.2	Borrowings	48
ARTICLE IV	REPRESENTATIONS AND WARRANTIES	49
Section 4.1	Existence and Power	49
Section 4.2	Power and Authority	49
Section 4.3	No Violation	49
Section 4.4	Financial Information	50
Section 4.5	Litigation	50
Section 4.6	Compliance with ERISA	50
Section 4.7	Environmental Compliance	51
Section 4.8	Taxes	52
Section 4.9	Full Disclosure	52
Section 4.10	Solvency	52

-i-

TABLE OF CONTENTS

(continued)

Page

Section 4.11	Use of Proceeds; Margin Regulations	52
Section 4.12	Governmental Approvals	53
Section 4.13	Investment Company Act	53
Section 4.14	Closing Date Transactions	53
Section 4.15	Representations and Warranties in Loan Documents	53
Section 4.16	Patents, Trademarks, etc	53
Section 4.17	No Default	53
Section 4.18	Licenses, etc	53
Section 4.19	Compliance With Law	54
Section 4.20	No Burdensome Restrictions	54
Section 4.21	Brokers’ Fees	54
Section 4.22	Labor Matters	54
Section 4.23	Organizational Documents	54
Section 4.24	Principal Offices	54
Section 4.25	REIT Status	54
Section 4.26	Ownership of Property	54
Section 4.27	Insurance	55
Section 4.28	Anti-Corruption Laws and Sanctions	55
Section 4.29	Affected Financial Institutions	55
ARTICLE V	AFFIRMATIVE AND NEGATIVE COVENANTS	55
Section 5.1	Information	55
Section 5.2	Payment of Obligations	58
Section 5.3	Maintenance of Property; Insurance	58
Section 5.4	Conduct of Business	58
Section 5.5	Compliance with Laws	58
Section 5.6	Inspection of Property, Books and Records	59
Section 5.7	Existence	59
Section 5.8	Financial Covenants	60
Section 5.9	Restriction on Fundamental Changes; Operation and Control	60
Section 5.10	Changes in Business	61
Section 5.11	Sale of Unencumbered Asset Pool Properties	61
Section 5.12	Fiscal Year; Fiscal Quarter	61
Section 5.13	Margin Stock	61
Section 5.14	Use of Proceeds	61
Section 5.15	General Partner Status	62
Section 5.16	Specified Unencumbered Real Property Assets	62
ARTICLE VI	DEFAULTS	62
Section 6.1	Events of Default	62
Section 6.2	Rights and Remedies	65
Section 6.3	Notice of Default	66
ARTICLE VII	THE ADMINISTRATIVE AGENT	66

-ii-

TABLE OF CONTENTS

(continued)

Page

Section 7.1	Appointment and Authorization	66
Section 7.2	Administrative Agent and Affiliates	66
Section 7.3	Action by Administrative Agent	67
Section 7.4	Consultation with Experts	68
Section 7.5	Liability of Administrative Agent; Erroneous Payments	68
Section 7.6	Indemnification	70
Section 7.7	Credit Decision	70
Section 7.8	Successor Administrative Agent	71
Section 7.9	Administrative Agent’s Fee	71
Section 7.10	Copies of Notices	71
Section 7.11	Sub-Agents	71
Section 7.12	No Duties	72
Section 7.13	Certain ERISA Matters	72
ARTICLE VIII	CHANGE IN CIRCUMSTANCES	73
Section 8.1	Alternate Rate of Interest	73
Section 8.2	Illegality	75
Section 8.3	Increased Cost and Reduced Return	76
Section 8.4	Taxes	77
Section 8.5	Base Rate Loans Substituted for Affected Term Benchmark Loans	81
Section 8.6	[Reserved]	82
Section 8.7	Mitigation Obligations; Replacement of Banks	82
ARTICLE IX	MISCELLANEOUS	83
Section 9.1	Notices	83
Section 9.2	No Waivers	85
Section 9.3	Expenses; Indemnification	85
Section 9.4	Sharing of Set-Offs	86
Section 9.5	Amendments and Waivers	87
Section 9.6	Successors and Assigns	88
Section 9.7	USA Patriot Act	90
Section 9.8	Defaulting Lenders	90
Section 9.9	Governing Law; Submission to Jurisdiction	91
Section 9.10	Marshaling; Recapture	92
Section 9.11	Counterparts; Integration; Effectiveness	92
Section 9.12	WAIVER OF JURY TRIAL	93
Section 9.13	Survival	94
Section 9.14	Domicile of Loans	94
Section 9.15	Limitation of Liability	94
Section 9.16	[Reserved]	94
Section 9.17	Optional Increase in Commitments	94
Section 9.18	Severability	97
Section 9.19	Interest Rate Limitation	97

-iii-

TABLE OF CONTENTS

(continued)

Page

Section 9.20	[Reserved]	97
Section 9.21	Confidentiality	97
Section 9.22	No Fiduciary Duty, etc	98
Section 9.23	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	99
Section 9.24	Acknowledgement Regarding Any Supported QFCs	99

-iv-

Exhibit A	—	Form of Term Note
Exhibit B	—	Unencumbered Asset Pool Properties (Fee Interests)
Exhibit C	—	Unencumbered Asset Pool Properties (Leasehold Interests)
Exhibit D	—	Form of Assignment and Assumption
Exhibit E-1	—	Form of U.S. Tax Compliance Certificate
Exhibit E-2	—	Form of U.S. Tax Compliance Certificate
Exhibit E-3	—	Form of U.S. Tax Compliance Certificate
Exhibit E-4	—	Form of U.S. Tax Compliance Certificate
Schedule 1A	—	Loan Commitments
Schedule 4.22	—	Labor Matters
Schedule 5.16	—	Specified Unencumbered Real Property Assets

-v-

TERM LOAN AGREEMENT dated as of October 3, 2022, among KILROY REALTY, L.P. (the “Borrower”), JPMORGAN CHASE BANK, N.A., as Bank and as Administrative Agent for the Banks (the “Administrative Agent”), JPMORGAN CHASE BANK, N.A., as Joint Lead Arranger and Joint Bookrunner, BOFA SECURITIES, INC., as Joint Lead Arranger and Joint Bookrunner, PNC CAPITAL MARKETS LLC, as Joint Lead Arranger and Joint Bookrunner, U.S. BANK NATIONAL ASSOCIATION, as Joint Lead Arranger and Joint Bookrunner, THE BANK OF NOVA SCOTIA, as Joint Lead Arranger and Joint Bookrunner, BANK OF AMERICA, N.A., as Bank and Syndication Agent, PNC BANK, NATIONAL ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION, and THE BANK OF NOVA SCOTIA, as Banks and Co-Documentation Agents and the BANKS listed on the signature pages hereof (the “Banks”).

RECITALS

WHEREAS, the Borrower has requested that the Administrative Agent and the Banks provide a delayed-draw term loan facility in the initial aggregate amount of $400,000,000, and the Administrative Agent and the Banks are willing to provide such term loan facility on the terms and conditions set forth herein;

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1Definitions. The following terms, as used herein, have the following meanings:

“Acquisition Property” means, as of any date of determination, any Real Property Assets acquired within such fiscal quarter and/or the immediately preceding three fiscal quarters.

“Additional Credit Extension Amendment” means an amendment to this Agreement providing for any Incremental Commitments which shall be consistent with the applicable provisions of this Agreement relating to such Incremental Commitments and otherwise reasonably satisfactory to the Administrative Agent and the Borrower.

“Adjusted Annual EBITDA” means, for any period, Annual EBITDA for such period, minus the sum of (a) interest income other than interest income from mortgage notes not in excess of $10,000,000 per annum, and (b) a management fee reserve in an amount equal to 3% of consolidated total revenue (after deduction of interest income of the Borrower and its subsidiaries for such period), plus the sum of (a) general and administrative expenses for such period to the extent included in Annual EBITDA and (b) actual management fees relating to Real Property Assets for such period.

“Adjusted Daily Simple SOFR” means an interest rate per annum equal to (a) the Daily Simple SOFR, plus (b) 0.10%; provided that if the Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Adjusted Term SOFR Rate” means, with respect to any Term Benchmark Borrowing denominated in Dollars for any Interest Period, an interest rate per annum equal to (a) the Term SOFR Rate for such Interest Period, plus (b) 0.10%; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Banks hereunder, and its successors in such capacity.

“Administrative Questionnaire” means, with respect to each Bank, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Borrower) duly completed by such Bank.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, with respect to a specified 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. In no event shall (x) the Administrative Agent or any Bank or (y) any other Person that is engaged in the business of making commercial loans (including revolving loans) in the ordinary course of business and for which the General Partner or the Borrower does not, directly or indirectly, possess the power to cause the direction of the investment policies of such Person be deemed to be an Affiliate of the Borrower.

“Agent Party” has the meaning set forth in Section 9.1(d)(ii).

“Aggregate Exposure” means, with respect to any Bank at any time, an amount equal to the amount of such Bank’s Term Loan Commitment (if any) then in effect plus the aggregate then unpaid principal amount of such Bank’s Term Loans (if any).

“Aggregate Exposure Percentage” means, with respect to any Bank at any time, the ratio (expressed as a percentage) of such Bank’s Aggregate Exposure at such time to the Aggregate Exposures of all Banks at such time.

“Agreement” means this Term Loan Agreement, as the same may from time to time hereafter be modified, supplemented, extended, amended, restated or amended and restated.

“Annual EBITDA” means, measured as of the last day of each calendar quarter (and without duplication), an amount derived from (i) total revenues relating to all Real Property Assets of the Borrower, the General Partner and their Consolidated Subsidiaries or to the Borrower’s or the General Partner’s interest in Minority Holdings for the previous four consecutive calendar quarters including the quarter then ended, on an accrual basis without giving effect to the straight-lining of rents, plus (ii) interest and other income of the Borrower, the General Partner and their Consolidated Subsidiaries, including, without limitation, real estate service revenues, for such period, plus (iii) nonrecurring extraordinary losses (including losses from the sale of Real Property Assets and/or early extinguishment of Debt or the forgiveness of Debt) for such period, plus (iv) non-cash compensation expense for such period not in excess of $15,000,000 per annum, plus (v) costs and expenses incurred during such period with respect to acquisitions consummated during

2

such period, less (vi) total operating expenses and other expenses relating to such Real Property Assets and to the Borrower’s and the General Partner’s interest in Minority Holdings for such period (other than interest, taxes, depreciation, amortization, and other non-cash items), less (vii) total corporate operating expenses (including general overhead expenses) and other expenses of the Borrower, the General Partner, their Consolidated Subsidiaries and the Borrower’s and the General Partner’s interest in Minority Holdings (other than interest, taxes, depreciation, amortization and other non-cash items), less (viii) gains from discontinued operations and extraordinary gains for such period, plus (ix) extraordinary losses for such period and less (x) nonrecurring extraordinary gains (including gains from the sale of Real Property Assets and/or the early extinguishment of Debt or the forgiveness of Debt) for such period. For purposes of this Agreement, Annual EBITDA shall be deemed to include only the Borrower’s pro rata share (such share being based upon the Borrower’s percentage ownership interest as shown on the General Partner’s annual audited financial statements) of the Annual EBITDA of any Person in which the Borrower, directly or indirectly, owns an interest.

“Anti-Corruption 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 bribery, corruption or money-laundering.

“Applicable Interest Rate” means the lesser of (x) the rate at which the interest rate applicable to any floating rate Debt could be fixed, at the time of calculation, by the Borrower entering into an unsecured interest rate swap agreement (or, if such rate is incapable of being fixed by entering into an unsecured interest rate swap agreement at the time of calculation, a reasonably determined fixed rate equivalent), and (y) the rate at which the interest rate applicable to such floating rate Debt is actually capped, at the time of calculation, if the Borrower has entered into an interest rate cap agreement with respect thereto or if the documentation for such Debt contains a cap.

“Applicable Lending Office” means, as to each Bank, its office at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Applicable Lending Office) or such other office as such Bank may hereafter designate as its Applicable Lending Office by notice to the Borrower and the Administrative Agent; provided that no Bank shall be permitted to change its Applicable Lending Office if as a result of such change either (i) pursuant to the provisions of Section 8.1 or Section 8.2, Borrower would be unable to maintain any Loans as Term Benchmark Loans; or (ii) Borrower would be required to make any payment to such Bank pursuant to the provisions of Section 8.3 or Section 8.4.

“Applicable Margin” means, (a) with respect to each Term Loan, the respective percentages per annum determined, at any time, based on the range into which Borrower’s Credit Rating then falls, in accordance with the following table:

3

Range of Borrower’s Credit Rating*	Applicable Margin for Term Benchmark Loans (% per annum)	Applicable Margin for Base Rate Loans (% per annum)
A-/A3 or better	0.80%	0.000%
BBB+/Baal	0.85%	0.000%
BBB/Baa2	0.95%	0.000%
BBB-/Baa3	1.20%	0.20%
<BBB-/Baa3 or unrated	1.60%	0.60%

* Applicable rating for purposes of determining the Applicable Margin is Borrower’s Credit Rating and if there are only two Borrower’s Credit Ratings, then it will be the higher of the two. In the event that the Borrower’s Credit Ratings are more than one level apart, the median rating will be used. If there are three Borrower’s Credit Ratings and such ratings are split, then, if the difference between the highest and lowest is one level apart, it will be the highest of the three, but if the difference is more than one level, the rating will be the average of the two highest (or if such average is not a recognized category, then the second highest rating will be used). If there is only one Borrower’s Credit Rating, the Applicable Margin shall be based on such rating.

Should Borrower (or General Partner) lose its Investment Grade Rating from both S&P and Moody’s, pricing will revert to the unrated portion of the table above. Upon reinstatement of such Investment Grade Rating from either S&P or Moody’s, pricing will revert to the rated pricing table above.

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Bank, (b) an Affiliate of a Bank or (c) an entity or an Affiliate of an entity that administers or manages a Bank.

“Assignee” has the meaning set forth in Section 9.6(c).

“Assignment and Assumption” means an assignment and assumption entered into by a Bank and an assignee (with the consent of any party whose consent is required by Section 9.6), and accepted by the Administrative Agent, in the form of Exhibit D or any other form (including electronic records generated by the use of an electronic platform) approved by the Administrative Agent.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e) of Section 8.1.

4

“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, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) 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” means each bank listed on the signature pages hereof, each Assignee which becomes a Bank pursuant to Section 9.6(c), and their respective successors.

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person 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 permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% and (c) the Adjusted Term SOFR Rate for a one month Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1%; provided that for the purpose of this definition, the Adjusted Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate, respectively. If the Base Rate is being used as an alternate rate of interest pursuant to Section 8.1 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 8.1(b)), then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Base Rate as determined pursuant to the foregoing would be less than 1.0%, such rate shall be deemed to be 1.0% for purposes of this Agreement.

“Base Rate Borrowing” means a Borrowing comprised of Base Rate Loans.

5

“Base Rate Loan” means a Committed Loan to be made by a Bank as a Base Rate Loan in accordance with the applicable Notice of Borrowing or pursuant to Article VIII.

“Benchmark” means, initially, with respect to any Term Benchmark Loan, the Term SOFR Rate; provided that if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect to the Term SOFR Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 8.1.

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(1)    the Adjusted Daily Simple SOFR; or

(2)    the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time in the United States and (b) the related Benchmark Replacement Adjustment;

If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term Benchmark Loan, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing

6

requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides (in consultation with the Borrower) may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides (in consultation with the Borrower) that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines (in consultation with the Borrower) that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:

(1)    in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) 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

(2)    in the case of clause (3) 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 (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:

(1)    a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no

7

successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) 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 such component thereof); or

(3)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 8.1 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 8.1.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Arrangement” means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of

8

the Plan Asset Regulations 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”.

“BHC Act Affiliate” of a party means an “affiliate’ (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Borrower” means Kilroy Realty, L.P. and its successors.

“Borrower’s Credit Rating” means the rating assigned by the Rating Agencies to the General Partner’s or the Borrower’s senior unsecured long term indebtedness, or if no such rating is available, then the General Partner’s or the Borrower’s issuer rating.

“Borrowing” has the meaning set forth in Section 1.3.

“Boundary Property” means any building that is part of the Borrower’s portfolio of assets under management and that the Borrower identifies internally as under the Borrower’s operational control. For purposes of this definition, such operational control shall mean that the Borrower or any of its Controlled Subsidiaries maintains, provides service to, and/or has the authority to implement operating policies with respect to energy usage, water usage and/or waste disposal, in any such case, for all or any portion of such building. Any reference herein to the square footage of a Boundary Property shall be a reference to the total square footage of such Boundary Property, regardless of whether the Borrower’s operational control is with respect to all or a portion of such Boundary Property.

“Business Day” means, any day (other than a Saturday or a Sunday) on which banks are open for business in New York City; provided that, in addition to the foregoing, a Business Day shall be, in relation to Loans referencing the Adjusted Term SOFR Rate and any interest rate settings, fundings, disbursements, settlements or payments of any such Loans referencing the Adjusted Term SOFR Rate or any other dealings of such Loans referencing the Adjusted Term SOFR Rate, any such day that is only a U.S. Government Securities Business Day.

“Capital Expenditures” means, for any period, the sum of all recurring expenditures on capital improvements (whether paid in cash or accrued as a liability) by the Borrower which are capitalized on the consolidated balance sheet of the Borrower in conformity with GAAP, but less (i) all expenditures made with respect to the acquisition by the Borrower and its Consolidated Subsidiaries of any interest in real property within nine months after the date such interest in real property is acquired and (ii) capital expenditures made from the proceeds of insurance or condemnation awards (or payments in lieu thereof) or indemnity payments received during such period by Borrower or any of its Consolidated Subsidiaries from third parties.

“Cash or Cash Equivalents” means (i) cash, (ii) direct obligations of the United States Government, including, without limitation, treasury bills, notes and bonds, (iii) interest bearing or discounted obligations of Federal agencies and government sponsored entities or pools of such instruments offered by banks rated AA or better by S&P or Aa2 by Moody’s and dealers, including, without limitation, Federal Home Loan Mortgage Corporation participation sale certificates, Government National Mortgage Association modified pass-through certificates, Federal National Mortgage Association bonds and notes, Federal Farm Credit System securities, (iv) time deposits, domestic and eurodollar certificates of deposit, bankers acceptances, commercial paper rated at

9

least A-1 by S&P and P-1 by Moody’s, and/or guaranteed by an Aa rating by Moody’s, an AA rating by S&P, or better rated credit, floating rate notes, other money market instruments and letters of credit each issued by banks which have a long-term debt rating of at least AA by S&P or Aa2 by Moody’s, (v) obligations of domestic corporations, including, without limitation, commercial paper, bonds, debentures, and loan participations, each of which is rated at least AA by S&P, and/or Aa2 by Moody’s, and/or unconditionally guaranteed by an AA rating by S&P, an Aa2 rating by Moody’s, or better rated credit, (vi) obligations issued by states and local governments or their agencies, rated at least MIG-1 by Moody’s and/or SP-1 by S&P and/or guaranteed by an irrevocable letter of credit of a bank with a long-term debt rating of at least AA by S&P or Aa2 by Moody’s, (vii) repurchase agreements with major banks and primary government securities dealers fully secured by U.S. Government or agency collateral equal to or exceeding the principal amount on a daily basis and held in safekeeping, (viii) real estate loan pool participations, guaranteed by an entity with an AA rating given by S&P or an Aa2 rating given by Moody’s, or better rated credit, and (ix) shares of any mutual fund that has its assets primarily invested in the types of investments referred to in clauses (i) through (v).

“Change in Law” has the meaning set forth in Section 8.3.

“Charges” has the meaning set forth in Section 9.19.

“Class” when used in reference to any Loan or Borrowing, refers to whether such Loan or the Loans comprising such Borrowing are Term Loans or Extended Loans.

“Closing Date” has the meaning set forth in Section 3.1.

“CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).

“Co-Documentation Agents” shall mean each of PNC Bank, National Association, U.S. Bank National Association and The Bank of Nova Scotia in their respective capacities as co-documentation agent, and their respective successors in such capacity.

“Commitment” means, with respect to each Bank, its Term Loan Commitment.

“Commitment Percentage” means, with respect to each Bank, its Term Loan Commitment Percentage.

“Committed Borrowing” means Committed Term Borrowing.

“Committed Loans” means Committed Term Loans.

“Committed Term Borrowing” has the meaning set forth in Section 1.3.

“Committed Term Loan” means any Term Loan made by a Bank pursuant to Section 2.1; provided that, if any such Term Loan or loans (or portions thereof) are combined or subdivided pursuant to a Notice of Interest Rate Election, the term “Committed Term Loan” shall refer to the

10

combined principal amount resulting from such combination or to each of the separate principal amounts resulting from such subdivision, as the case may be.

“Communications” has the meaning set forth in Section 9.1(d)(ii).

“Completion of Construction” means the issuance of a temporary or permanent certificate of occupancy for the improvements under construction, permitting the use and occupancy thereof for their regular intended uses.

“Connection Income Taxes” means Other Connection Taxes (which, for the avoidance of doubt, shall include Taxes imposed on one of the jurisdictional bases described in subsection (a)(i) of the definition of Excluded Taxes) that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Subsidiary” means, at any date, any Subsidiary or other entity which is consolidated with the Borrower in accordance with GAAP.

“Contingent Obligation” as to any Person means, without duplication, (i) any guaranty of the principal of the Debt of any other Person, (ii) any contingent obligation of such Person with respect to Debt of any other Person required to be shown on such Person’s balance sheet in accordance with GAAP, and (iii) any obligation required to be disclosed in the footnotes to such Person’s financial statements, guaranteeing partially or in whole any non-recourse Debt, lease, dividend or other obligation, exclusive of contractual indemnities (including, without limitation, any indemnity or price-adjustment provision relating to the purchase or sale of securities or other assets) and guarantees of non-monetary obligations (other than guarantees of completion) which have not yet been called on or quantified, of such Person or of any other Person. The amount of any Contingent Obligation described in clause (iii) shall be deemed to be (a) with respect to a guaranty of interest or interest and principal, or operating income guaranty, the sum of all payments required to be made thereunder (which in the case of an operating income guaranty shall be deemed to be equal to the debt service for the note secured thereby), calculated at the Applicable Interest Rate, through (i) in the case of an interest or interest and principal guaranty, the stated date of maturity of the obligation (and commencing on the date interest could first be payable thereunder), or (ii) in the case of an operating income guaranty, the date through which such guaranty will remain in effect, and (b) with respect to all guarantees not covered by the preceding clause (a), an amount equal to the stated or determinable amount of the primary obligation in respect of which such guaranty is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as recorded on the balance sheet and on the footnotes to the most recent financial statements of the Borrower or the General Partner, as applicable, required to be delivered pursuant to Section 4.4 hereof. Notwithstanding anything contained herein to the contrary, guarantees of completion shall not be deemed to be Contingent Obligations unless and until a claim for payment or performance has been made thereunder, at which time any such guaranty of completion shall be deemed to be a Contingent Obligation in an amount equal to any such claim. Subject to the preceding sentence, (i) in the case of a joint and several guaranty given by such Person and another Person (but only to the extent such guaranty is recourse, directly or indirectly to the Borrower), the amount of the guaranty shall be deemed to be 100% thereof unless and only to the extent that such other Person has delivered Cash or Cash Equivalents to secure all or any part of such Person’s guaranteed

11

obligations, (ii) in the case of joint and several guarantees given by a Person in whom the Borrower owns an interest (which guarantees are non-recourse to the Borrower), to the extent the guarantees, in the aggregate, exceed 15% of total real estate investments of such Person, the amount in excess of 15% shall be deemed to be a Contingent Obligation of the Borrower, and (iii) in the case of a guaranty (whether or not joint and several) of an obligation otherwise constituting Debt of such Person, the amount of such guaranty shall be deemed to be only that amount in excess of the amount of the obligation constituting Debt of such Person. Notwithstanding anything contained herein to the contrary, “Contingent Obligations” shall not be deemed to include guarantees of Unused Commitments or of construction loans to the extent the same have not been drawn.

“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.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Covered Entity” means any of the following:

(i)    a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii)    a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)    a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning assigned to it in Section 9.24.

“Credit Party” means the Administrative Agent or any Bank.

“Daily Simple SOFR”means, for any day (a “SOFR Rate Day”), a rate per annum equal SOFR for the day (such day “SOFR Determination Date”) that is five (5) U.S. Government Securities Business Day prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

“Debt” of any Person (including Minority Holdings) means, without duplication, (A) (i) the face amount of all indebtedness of such Person for borrowed money or for the deferred purchase price of property or any asset (other than current trade payables and accrued expenses payable in the ordinary course of business) and, (ii) the face amount of all indebtedness of such

12

Person evidenced by a note, bond, debenture or similar instrument (whether or not disbursed in full in the case of a construction loan), (B) the face amount of all letters of credit issued for the account of such Person and, without duplication, all unreimbursed amounts drawn thereunder, (C) as shown on such Person’s balance sheet, all Contingent Obligations of such Person with respect to Debt of another other Person, (D) all “mark to market” liabilities of such Person under any interest rate protection agreement (including, without limitation, any interest rate swaps, caps, floors, collars and similar agreements) or other hedging agreements and currency swaps and foreign exchange contracts or similar agreements. For purposes of this Agreement, Debt (other than Contingent Obligations of the Borrower, General Partner or their wholly-owned Subsidiaries and Minority Holdings) of the Borrower (or the Borrower, the General Partner and their Consolidated Subsidiaries and Minority Holdings on a consolidated basis) shall be deemed to include only the Borrower’s pro rata share (such share being based upon the Borrower’s percentage ownership interest as shown on the General Partner’s annual audited financial statements) of the Debt of any Person in which the Borrower, directly or indirectly, owns an interest, provided that such Debt is nonrecourse, both directly and indirectly, to the Borrower.

“Default” means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means any Bank that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans or (ii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Bank notifies the Administrative Agent in writing that such failure is the result of such Bank’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Bank’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Bank that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans under this Agreement, provided that such Bank shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a (A) Bankruptcy Event or (B) a Bail-In Action.

“Development Properties” means any Real Property Assets which are 100% owned in fee (or leasehold pursuant to a Financeable Ground Lease) by the Borrower, the General Partner or any of their Consolidated Subsidiaries or any Minority Holdings and which are not subject to any Lien (other than Permitted Liens), and which are under development or redevelopment, provided that Real Property Assets shall cease to be Development Properties as of the earlier to occur of (a)

13

the date which is eighteen (18) months after Completion of Construction thereof, and (b) the first fiscal quarter in which the occupancy rate of the applicable Development Property has averaged eighty-five percent (85%) or more.

“Dollar” and “$” mean dollars which are the lawful money of the United States.

“EEA Financial Institution” means (a) any institution 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.

“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

“Electronic System” means any electronic system, including e-mail, e-fax, Intralinks®, ClearPar®, Debt Domain, Syndtrak and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent or any of its respective Related Parties or any other Person, providing for access to data protected by passcodes or other security system and chosen by the Administrative Agent to be its electronic transmission system.

“Eligible Assignee” means (a) a Bank (other than a Defaulting Lender) or any Affiliate or Approved Fund thereof or (b) one or more banks, finance companies, insurance or other financial institutions which (1) has (or, in the case of a bank which is a subsidiary, such bank’s parent has) a rating of its senior debt obligations of not less than Baa-1 by Moody’s or a comparable rating by a rating agency acceptable to the Administrative Agent, and (2) has total assets in excess of Ten Billion Dollars ($10,000,000,000).

“Environmental Affiliate” means any partnership, or joint venture, trust or corporation in which an equity interest is owned by the Borrower, either directly or indirectly.

“Environmental Approvals” means any permit, license, approval, ruling, variance, exemption or other authorization required under applicable Environmental Laws by a court or governmental agency having jurisdiction.

“Environmental Claim” means, with respect to any Person, any notice, claim, demand or similar communication (written or oral) by any other Person alleging potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damage, property damage, personal injuries, fines or penalties arising out of, based on or resulting from (i)

14

the presence, or release into the environment, of any Material of Environmental Concern at any location, whether or not owned by such Person or (ii) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law, in each case as to which could reasonably be expected to have a Material Adverse Effect.

“Environmental Laws” means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to the environment, the effect of the environment on human health or to emissions, discharges or releases of pollutants, contaminants, Material of Environmental Concern or hazardous wastes into the environment including, without limitation, ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, Material of Environmental Concern or hazardous wastes or the clean-up or other remediation thereof.

“Environmental Report” has the meaning set forth in Section 4.7.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute.

“ERISA Group” means the Borrower, any Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower or any Subsidiary, are treated as a single employer under Section 414 of the Internal Revenue Code.

“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.

“Event of Default” has the meaning set forth in Section 6.1.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Bank, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Recipient with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Recipient acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 8.7(b)) or (ii) in the case of a Bank, such Bank changes its lending office, except in each case to the extent that, pursuant to Section 8.4, amounts with respect to such Taxes were payable either to such Bank’s assignor immediately before such Bank acquired the applicable interest in a Loan or Commitment or to such Bank immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 8.4(f) and (d) any Taxes imposed under FATCA.

“Existing Loan Facility” has the meaning set forth in Section 2.19(a).

15

“Extended Loans” has the meaning set forth in Section 2.19(a).

“Extending Lender” has the meaning set forth in Section 2.19(b).

“Extension” has the meaning set forth in Section 2.19(a).

“Extension Election” has the meaning set forth in Section 2.19(b).

“Extension Request” has the meaning set forth in Section 2.19(a).

“Facility” means the Term Loan Facility.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue 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 and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code (or any amended or successor version described above), and any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to such intergovernmental agreement; provided, that if the definition of FATCA as generally accepted by major financial institutions in the REIT finance market shall change, the Banks agree to act in good faith to amend this definition so that it is consistent with such accepted definition.

“Federal Funds Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions (as determined in such manner as shall be set forth on the NYFRB’s Website from time to time) and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System as constituted from time to time.

“Financeable Ground Lease” means (x) a ground lease reasonably satisfactory to the Required Banks, or (y) a ground lease which provides (i) for a remaining term of not less than 25 years (including options and renewals), (ii) that the ground lease will not be terminated until any leasehold mortgagee shall have received notice of a default and has had a reasonable opportunity to cure the same or complete foreclosure, and has failed to do so, (iii) for a new lease on substantially the same terms to any leasehold mortgagee recognized under such ground lease as tenant if the ground lease is terminated for any reason, (iv) for non-merger of the fee and leasehold estates, and (v) transferability of the tenant’s interest under the ground lease, subject only to the landlord’s reasonable approval. Notwithstanding the foregoing, it is hereby agreed that the ground lease with respect to the Real Property Asset commonly known as “Kilroy Airport Center, Long Beach, California”, shall be deemed to be a “Financeable Ground Lease”.

“Fitch” means Fitch Ratings, Inc. or any successor thereto.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR, as

16

applicable. For the avoidance of doubt the initial Floor for the Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR shall be 0.0%.

“FMV Cap Rate” means (a) 6.00% for any office property (including any retail component in a mixed-use office project where the retail component contributes less than 15% of such project’s total revenues), (b) 6.00% for any multi-family residential property and (c) 6.75% for any retail property (other than any retail component of a mixed-use office property described in clause (a) above).

“Foreign Bank” means (a) if the Borrower is a U.S. Person, a Bank that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Bank that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

“GAAP” means generally accepted accounting principles in the United States recognized as such in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession within the United States, which are applicable to the circumstances as of the date of determination.

“General Partner” means Kilroy Realty Corporation, a Maryland corporation.

“Governmental Authority” means any Federal, state or local government or any other political subdivision thereof or agency exercising executive, legislative, judicial, regulatory, taxing or administrative functions of or pertaining to government (including any supra-national bodies such as the European Union or European Central Bank) having jurisdiction over the Borrower or any Real Property Asset.

“Group of Loans” means, at any time, a group of Loans for each Class of Loan consisting of (i) all Committed Loans of such Class which are Base Rate Loans at such time or (ii) all Committed Loans of such Class which are Term Benchmark Loans having the same Interest Period at such time; provided that, if a Loan of any particular Bank is converted to or made as a Base Rate Loan pursuant to Section 8.2 or 8.4, such Loan shall be included in the same Group or Groups of Loans from time to time as it would have been in if it had not been so converted or made.

“Guaranty” means the Guaranty, of even date herewith, made by the General Partner.

“Increased Amount Date” has the meaning set forth in Section 9.17(a).

“Incremental Commitments” has the meaning set forth in Section 9.17(a).

“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 the Borrower under any Loan Document and (b) to the extent not otherwise described in (a) hereof, Other Taxes.

“Indemnitee” has the meaning set forth in Section 9.3(b).

“Interest Payment Date” means (a) with respect to any Base Rate Loan, the last day of each March, June, September and December and the Maturity Date and (b) with respect to any Term

17

Benchmark Loan, the last day of each Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Term Benchmark Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, and the Maturity Date.

“Interest Period” means with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to the availability for the Benchmark applicable to the relevant Loan or Commitment), as the Borrower may elect in the applicable Notice of Committed Borrowing or Notice of Interest Rate Election; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in each case of a Term Benchmark Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, (iii) any Interest Period which would otherwise end after the applicable Maturity Date shall end on the applicable Maturity Date, and (iv) no tenor that has been removed from this definition pursuant to Section 8.1(e) shall be available for specification in a Notice of Committed Borrowing or a Notice of Interest Rate Election. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Internal Revenue Code” means the United States Internal Revenue Code of 1986, as amended, or any successor statute.

“IntraLinks” means an electronic service provider that provides a secure means to post information via the internet, at all times accessible by the Administrative Agent and the Banks.

“Investment Grade Rating” means a rating for a Person’s senior long-term unsecured debt, or if no such rating has been issued, a “shadow” rating, of BBB- or better from S&P, and a rating or “shadow” rating of Baa3 or better from Moody’s or a rating or “shadow” rating equivalent to the foregoing from Fitch. Any such “shadow” rating shall be evidenced by a letter from the applicable Rating Agency or by such other evidence as may be reasonably acceptable to the Administrative Agent (as to any such other evidence, the Administrative Agent shall present the same to, and discuss the same with, the Banks).

“Joint Bookrunner” shall mean each of JPMorgan Chase Bank, N.A., BofA Securities, Inc., PNC Capital Markets LLC, U.S. Bank National Association and The Bank of Nova Scotia in their respective capacities as joint bookrunner, and their respective successors in such capacity.

“Joint Lead Arranger” shall mean each of JPMorgan Chase Bank, N.A., BofA Securities, Inc., PNC Capital Markets LLC, U.S. Bank National Association and The Bank of Nova Scotia in their respective capacities as joint lead arranger, and their respective successors in such capacity.

18

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, or any other type of preferential arrangement that has the practical effect of creating a security interest, in respect of such asset. For the purposes of this Agreement, each of the Borrower and any Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

“Loan” means a Term Loan.

“Loan Documents” means this Agreement, the Notes, the Guaranty, and any related documents.

“Loan Extension Amendment” has the meaning set forth in Section 2.19(c).

“Margin Stock” shall have the meaning provided such term in Regulation U, Regulation T and Regulation X of the Federal Reserve Board.

“Material Adverse Effect” means a material adverse effect upon (i) the business, operations, properties or assets of the Borrower, General Partner and their Consolidated Subsidiaries, taken as a whole or (ii) the ability of the Borrower or the General Partner to perform its obligations hereunder and under the other Loan Documents in all material respects, including to pay interest and principal.

“Material of Environmental Concern” means and includes pollutants, contaminants, hazardous wastes, and toxic, radioactive, caustic or otherwise hazardous substances, including petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics.

“Material Plan” means at any time a Plan having aggregate Unfunded Liabilities in excess of $5,000,000.

“Material Subsidiary” means any Subsidiary of the Borrower and/or the General Partner to which 10% or more of Total Asset Value is attributable.

“Maturity Date” means the Term Loan Maturity Date.

“Maximum Rate” has the meaning set forth in Section 9.19.

“Minority Holdings” means partnerships, limited liability companies and corporations held or owned by the Borrower which are not consolidated with the Borrower on its or the General Partner’s financial statements.

“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.

“Multiemployer Plan” means at any time a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made

19

contributions, including for these purposes any Person which ceased to be a member of the ERISA Group during such five year period.

“New Acquisition” shall mean any Real Property Asset acquired after the date hereof.

“New Term Loan” has the meaning set forth in Section 9.17(e).

“New Term Loan Commitments” has the meaning set forth in Section 9.17(a).

“New Term Loan Bank” has the meaning set forth in Section 9.17(a).

“Non-Recourse Debt” means Debt of the Borrower or the General Partner on a consolidated basis for which the right of recovery of the obligee thereof is limited to recourse against the Real Property Assets securing such Debt (subject to such limited exceptions to the non-recourse nature of such Debt such as fraud, misappropriation, misapplication and environmental indemnities, as are usual and customary in like transactions at the time of the incurrence of such Debt).

“Notes” means, collectively, the promissory notes of the Borrower, each substantially in the form of Exhibit A hereto, evidencing the obligation of the Borrower to repay the Loans, and “Note” means any one of such promissory notes issued hereunder.

“Notice of Borrowing” means a Notice of Committed Borrowing.

“Notice of Committed Borrowing” has the meaning set forth in Section 2.2.

“Notice of Interest Rate Election” has the meaning set forth in Section 2.15(a).

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m., New York City time, on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

“Obligations” means all obligations, liabilities and indebtedness of every nature of the Borrower from time to time owing to any Bank under or in connection with this Agreement or any other Loan Document, including, without limitation, the outstanding principal amount of the Committed Loans at such time.

20

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient 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 Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 8.7).

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.

“Parent” means, with respect to any Bank, any Person as to which such Bank is, directly or indirectly, a subsidiary.

“Participant” has the meaning set forth in Section 9.6(b).

“Participant Register” has the meaning set forth in Section 9.6(b).

“Patriot Act” has the meaning assigned to it in Section 9.7.

“Payment” has the meaning assigned to it in Section 7.5(b).

“Payment Notice” has the meaning assigned to it in Section 7.5(b).

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Permitted Liens” means (a) Liens in favor of the Borrower or the General Partner on all or any part of the assets of Subsidiaries of the Borrower or the General Partner, as applicable, provided that (i) the Debt to which such Lien relates is held by the Borrower, (ii) such Debt is not otherwise pledged or encumbered, and (iii) no more than 5% of the Unencumbered Asset Pool Properties Value may be subject to any such Liens; (b) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds, completion bonds, government contracts or other obligations of a like nature, including Liens in connection with workers’ compensation, unemployment insurance and other types of statutory obligations or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Debt) and other similar obligations incurred in the ordinary course of business; (c) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided, that any reserve or other

21

appropriate provision as shall be required in conformity with GAAP shall have been made therefor; (d) Liens on property of the Borrower, the General Partner or any Subsidiary thereof in favor of the Federal or any state government to secure certain payments pursuant to any contract, statute or regulation; (e) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights of way, covenants, consents, reservations, encroachments, variations and zoning and other restrictions, charges or encumbrances (whether or not recorded), which do not interfere materially with the ordinary conduct of the business of the Borrower, the General Partner or any Subsidiary thereof and which do not materially detract from the value of the property to which they attach or materially impair the use thereof by the Borrower, the General Partner or any Subsidiary thereof; (f) statutory Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or other Liens imposed by law and arising in the ordinary course of business, for sums due and payable which are not then past due (or which, if past due, are being contested in good faith and with respect to which adequate reserves are being maintained to the extent required by GAAP); (g) Liens not otherwise permitted by this definition and incurred in the ordinary course of business of any or all of the Borrower, the General Partner or any Subsidiary thereof with respect to obligations which do not exceed $500,000 in principal amount in the aggregate at any one time outstanding; and (h) the interests of lessees and lessors under leases of real or personal property made in the ordinary course of business which would not have a Material Adverse Effect.

“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Plan” means at any time an employee pension benefit plan (within the meaning of Section 3(2) of ERISA, other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Internal Revenue Code and either (i) is maintained, or contributed to, by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person which was at such time a member of the ERISA Group.

“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as reasonably determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

“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.

22

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning assigned to it in Section 9.24.

“Qualified Institution” has the meaning set forth in Section 9.17(b).

“Qualified Subsidiary” means (a) a wholly-owned direct or indirect Subsidiary of the Borrower and/or the General Partner or (b) a Subsidiary of the Borrower (i) in which the Borrower owns at least 75% of the equity interests of such Subsidiary, (ii) for which the Borrower has sole control over all major decisions made by such Subsidiary (including, without limitation, decisions to sell or encumber property) and (iii) for which the Borrower possesses ordinary voting power to elect a majority of the board of directors, or other persons performing similar functions, of such Subsidiary.

“Rating Agencies” means, collectively, S&P, Moody’s and Fitch.

“Real Property Assets” means as of any time, the real property assets owned directly or indirectly by the Borrower, the General Partner, Minority Holdings and/or their Consolidated Subsidiaries at such time, and “Real Property Asset” means any one of them.

“Recipient” means (a) the Administrative Agent and (b) any Bank, as applicable.

“Recourse Debt” shall mean Debt of the Borrower, the General Partner or any Consolidated Subsidiary that is not Non-Recourse Debt.

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the Term SOFR Rate, 5:00 a.m. (Chicago time) on the day that is two U.S. Government Securities Business Days preceding the date of such setting, (2) such Benchmark is Daily Simple SOFR, then four (4) Business Days prior to such setting or (3) if such Benchmark is none of the Term SOFR Rate or Daily Simple SOFR, the time determined by the Administrative Agent in its reasonable discretion.

“Register” has the meaning set forth in Section 9.6(g).

“Regulation T” means Regulation T of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Regulation X” means Regulation X of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Regulatory Change” has the meaning set forth in Section 8.3(a).

“REIT” means a real estate investment trust under Section 856 of the Internal Revenue Code.

23

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Release” means any release, spill, emission, leaking, pumping, pouring, dumping, emptying, deposit, discharge, leaching or migration. “Released” has a meaning correlative thereto.

“Relevant Governmental Body” means, the Federal Reserve Board and/or the NYFRB, the CME Term SOFR Administrator, as applicable, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto.

“Relevant Rate” means with respect to any Term Benchmark Borrowing, the Adjusted Term SOFR Rate.

“Required Banks” means, at any time, Banks having at least fifty-one percent (51%) of the aggregate amount of (x) the outstanding Term Loans (if any) plus (y) undrawn Term Loan Commitments (if any); provided, however, that no Defaulting Lender shall be permitted to vote on any matter requiring the vote of the Required Banks and for purposes of determining the Required Banks, the Commitment of such Bank or the unpaid principal amount of Loans held by such Bank, as applicable, shall not be counted.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“S&P” means S&P Global Ratings, or any successor thereto.

“Sanctioned Country” means, at any time, a country, region or territory which is the subject or target of any Sanctions (at the time of this Agreement, Cuba, Iran, North Korea, Syria, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the U.S. Department of Commerce or the U.S. Department of the Treasury or by the United Nations Security Council, the European Union or any EU member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person fifty percent (50%) or more owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b) or (d) any Person otherwise the subject of Sanctions.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.

“Secured Debt” means the portion of Total Debt that is secured by a Lien on real property.

24

“Separate Parcel” means a Real Property Asset that is a single, legally subdivided, separately zoned parcel that can be legally transferred or conveyed separate and distinct from any other Real Property Asset without benefit of any other Real Property Asset.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Determination Date” has the meaning specified in the definition of “Daily Simple SOFR”.

“SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”.

“Solvent” means, with respect to any Person, that the fair saleable value of such Person’s assets exceeds the Debts of such Person.

“Specified Unencumbered Real Property Asset” means those specific Real Property Assets listed on Schedule 5.16 as “Specified Unencumbered Real Property Assets” (as such schedule may be updated by the Borrower for substitute properties with prior written notice to the Administrative Agent accompanied by a certificate of the Borrower as to absence of Default under this Agreement and under the intercompany debt referenced below) that shall be treated as an Unencumbered Asset Pool Property despite such Real Property Asset being owned or leased by a Subsidiary of the Borrower that is subject to a pledge of the equity interest in such Subsidiary to another Subsidiary of the Borrower to secure intercompany debt, so long as (x) there is no default under such intercompany debt beyond any applicable notice and cure periods and (y) no repayments of principal of such intercompany debt are distributable to Persons other than the Borrower.

“Subsidiary” means any corporation or other entity of which securities or other ownership interests representing either (i) ordinary voting power to elect a majority of the board of directors or other persons performing similar functions or (ii) a majority of the economic interest therein, are at the time directly or indirectly owned by the Borrower.

“Supported QFC” has the meaning assigned to it in Section 9.24.

“Syndication Agent” means Bank of America, N.A., in its capacity as syndication agent for the Banks, and its successors in such capacity.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

25

“Term Benchmark” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted Term SOFR Rate.

“Term Loan” means a Loan made pursuant to Section 2.1 and including any incremental Term Loan made pursuant to Section 9.17 or any Extended Loans that are Term Loans.

“Term Loan Amount” means the sum of the Term Loan Commitments, which amount initially is Four Hundred Million and 00/100 Dollars ($400,000,000) (as adjusted pursuant to Sections 2.11 and 9.17).

“Term Loan Banks” means the Banks that hold a Term Loan Commitment and/or Term Loans.

“Term Loan Commitment” means, with respect to each Bank, the commitment of such Bank to make Term Loans, as such amount may be reduced from time to time pursuant to Sections 2.9 and 2.11(d), or increased pursuant to Section 9.17. The initial amount of each Bank’s Term Loan Commitment is set forth on Schedule 1A, the Additional Credit Extension Amendment or in the Assignment and Assumption pursuant to which such Bank shall have assumed its Term Loan Commitment.

“Term Loan Commitment Percentage” means, with respect to any Term Loan Bank, the percentage of the total Term Loan Commitments represented by such Bank’s Term Loan Commitment.

“Term Loan Commitment Period” means the period from the Closing Date to the earliest to occur of (a) the date on which Term Loans have been made in an amount equal to the aggregate Term Loan Commitments, (b) 5:00 p.m., New York time, on the date that is twelve (12) months after the Closing Date, and (c) the date on which the Term Loan Commitments have been terminated pursuant to Section 6.2.

“Term Loan Facility” means the Term Loan Commitments and the Term Loans made thereunder.

“Term Loan Maturity Date” means October 3, 2024, subject to extension as provided in Section 2.18 and subject to extension (with respect to Term Loans that are Extended Loans only) as provided in Section 2.19.

“Term Loan Unused Fee” has the meaning set forth in Section 2.8(a).

“Term SOFR Determination Day” has the meaning assigned to it under the definition of Term SOFR Reference Rate.

“Term SOFR Rate” means, with respect to any Term Benchmark Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.

26

“Term SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum published by the CME Term SOFR Administrator and identified by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 p.m. (New York City time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then, so long as such day is otherwise a U.S. Government Securities Business Day, the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding U.S. Government Securities Business Day is not more than five (5) U.S. Government Securities Business Days prior to such Term SOFR Determination Day.

“Ticking Fee Rate” has the meaning set forth in Section 2.8(a).

“Total Asset Value” means, the sum of (u) with respect to each Real Property Asset (excluding Acquisition Properties) for which there is a valid certificate of occupancy or a representation from the Borrower that it is legally permitted to occupy such Real Property Asset and is not less than 85% leased and occupied as of the last day of the applicable fiscal quarter, the quotient of (i) Adjusted Annual EBITDA (calculated after giving effect to any required free rent periods by calculating the average cash rent over the term of the lease during such free rent periods) with respect thereto for the previous four (4) consecutive quarters (or, if (A) owned for less than four (4) quarters, the Adjusted Annual EBITDA (calculated after giving effect to any required free rent periods by calculating the average cash rent over the term of the lease during such free rent periods) for such period, annualized, or (B) 85% leased and occupied for less than a full fiscal quarter, the Adjusted Annual EBITDA (calculated after giving effect to any required free rent periods by calculating the average cash rent over the term of the lease during such free rent periods) for the period so leased and occupied (whether or not owned for the previous four (4) fiscal quarters), annualized), including the quarter then ended, but less reserves for Capital Expenditures of (A) $0.25 per square foot per annum for each Real Property Asset that is an office or retail property, and (B) $250 per unit for each Real Property Asset that is a multi-family residential property, divided by (ii) the FMV Cap Rate, (v) with respect to each Real Property Asset (excluding Acquisition Properties) for which there is a valid certificate of occupancy or a representation from the Borrower that it is lawfully permitted to occupy such Real Property Asset but which is or has been less than 85% leased or occupied for four full consecutive fiscal quarters, an amount equal to 75% of the book value thereof, net of impairment charges, provided, however, that if any such Real Property Asset shall remain less than 85% leased or occupied for more than 24 consecutive months, then the value thereof shall be equal to 50% of book value, (w) with respect to each Acquisition Property, 100% of its book value (after any impairments), unless the Borrower has made a one-time election to value such Real Estate Asset in accordance with clause (u) or (v) hereof, (x) with respect to mortgage notes, mezzanine notes and other loans that are not more than 90 days past due and land held for future development, 100% of the book value thereof (after any impairments), (y) with respect to Development Properties, the lesser of (i) the cost actually paid by the Borrower, the General Partner or any of their Subsidiaries, and (ii) the market value, each as determined in accordance with GAAP, of such land or Development Properties, and (z)

27

Unrestricted Cash or Cash Equivalents of the Borrower, the General Partner and their Subsidiaries as of the date of determination; provided that no such Unrestricted Cash or Cash Equivalents will be added to Total Asset Value if such Unrestricted Cash or Cash Equivalents have been deducted from Total Debt in the calculation of the Total Debt Ratio;

provided that (i) Total Asset Value shall include the Borrower’s and the General Partner’s pro rata share of each of the foregoing of any Minority Holdings of the Borrower or the General Partner, (ii) for purposes of determining Total Asset Value, the aggregate contributions to Total Asset Value from investments in land held for future development, Development Properties, mortgage notes, mezzanine notes and other loans, and joint ventures (whether consolidated or unconsolidated) shall not exceed 45% of Total Asset Value (and any amount in excess of 45% shall be excluded from the calculation of Total Asset Value), and (iii) for purposes of determining Total Asset Value, the contribution to Total Asset Value from Real Property Assets that are retail properties (other than the retail component of any mixed-use office project where the retail component contributes less than 15% of such project’s revenues) shall not exceed 10% of Total Asset Value (and any amount in excess of 10% shall be excluded from the calculation of Total Asset Value).

“Total Debt” means the sum of the balance sheet amount of all Debt of the Borrower, the General Partner and their Consolidated Subsidiaries on a consolidated basis plus the Borrower’s and the General Partner’s pro rata share of the Debt of any Minority Holdings of the Borrower and the General Partner. Total Debt shall not be determined in accordance with GAAP, but instead shall be equal to the sum of the face amount of each item of Debt.

“Total Debt Ratio” means the ratio, as of the date of determination, of (i) the sum of (x) the Total Debt of the Borrower, the General Partner and their Consolidated Subsidiaries and (y) the Borrower’s and the General Partner’s pro rata share of the Total Debt of any Minority Holdings of the Borrower or the General Partner (net of, as of such date of determination, the amount of Unrestricted Cash or Cash Equivalents in excess of $25,000,000 that is available to repay Total Debt that matures within 24 months of such date of determination) to (ii) Total Asset Value.

“Total Debt Service” means, as of the last day of each calendar quarter, an amount equal to the sum of (i) interest (whether accrued, paid or capitalized) payable by the Borrower, the General Partner and their Consolidated Subsidiaries on Total Debt for the previous four consecutive quarters including the quarter then ended on a consolidated basis, plus (ii) scheduled payments of principal on such Total Debt, whether or not paid by the Borrower, the General Partner or their Consolidated Subsidiaries (excluding balloon payments) for the previous four consecutive quarters including the quarter then ended on a consolidated basis, plus (iii) the Borrower’s and the General Partner’s pro rata share of the Total Debt Service of any Minority Holdings of the Borrower or the General Partner. For purposes of this definition, interest and principal payable by Borrower, the General Partner or their Consolidated Subsidiaries on its Debt shall be deemed to include only such Person’s pro rata share (such share being based upon the Borrower’s percentage ownership interest as shown on the General Partner’s annual audited financial statements) of such Debt of any Person in which the Borrower or General Partner, directly or indirectly, owns an interest.

28

“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.

“Unadjusted Benchmark Replacement”means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Unencumbered Asset Pool Net Operating Cash Flow” means, as of any date of determination the Adjusted Annual EBITDA attributable to the Unencumbered Asset Pool Properties. Notwithstanding the foregoing, with respect to any Unencumbered Asset Pool Property owned by the Borrower, the General Partner or any of their Consolidated Subsidiaries for a period of less four (4) fiscal quarters, Unencumbered Asset Pool Net Operating Cash Flow shall be determined in a manner consistent with the foregoing calculation utilizing annualized Adjusted Annual EBITDA for the relevant period of the Borrower’s, the General Partner’s or any of their Consolidated Subsidiaries’ ownership of such Unencumbered Asset Pool Property.

“Unencumbered Asset Pool Properties” means, as of any date, the Real Property Assets listed in Exhibit B and Exhibit C attached hereto and made a part hereof, together with all Real Property Assets which have become part of the Unencumbered Asset Pool Properties as of such date, each of which is:

(i)    located in the United States;

(ii)    100% owned in fee (or leasehold pursuant to a Financeable Ground Lease) by (x) the Borrower or (y) a Qualified Subsidiary that is not liable for any Debt for borrowed money (other than the Obligations hereunder) and is not the subject of a Bankruptcy Event;

(iii)    either (w) (individually or when combined with any other Real Property Asset in a mixed-use complex) a completed office property, multi-family residential property or primarily a completed office property which may have secondary uses or any of the foregoing that is part of a mixed-use complex (including any retail component in a mixed-use project) or (x) a Development Property which will be any of the foregoing or (y) a mortgage note or (z) land held for future development;

(iv)    not subject to any Lien (other than Permitted Liens);

(v)    in the case of a Real Property Asset owned or leased by a Qualified Subsidiary, not subject to any agreement or arrangement by which the equity interests in such Qualified Subsidiary, or in any direct or indirect Subsidiary of the General Partner that owns equity interests in such Qualified Subsidiary, are subject to any Lien (other than Permitted Liens); and

29

(vi)    not subject to any agreement or arrangement that prohibits or restricts the creation or assumption of any Lien on the assets of, or equity interests in, the Borrower or the Qualified Subsidiary that owns or leases such Real Property Asset (provided that this clause (vi) shall not prohibit an agreement that (a) is solely in favor of the Borrower or the General Partner; or (b) conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios or financial tests (including any financial ratio such as a maximum ratio of unsecured debt to unencumbered assets) 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).

“Unencumbered Asset Pool Properties Value” means the sum of:

(i)    with respect to the Unencumbered Asset Pool Properties (excluding Acquisition Properties) for which there is a valid certificate of occupancy or a representation from the Borrower that it is legally permitted to occupy such Real Property Asset and which is not less than 85% leased and occupied as of the last day of the applicable fiscal quarter, the quotient of (x) the Unencumbered Asset Pool Net Operating Cash Flow (calculated after giving effect to any required free rent periods by calculating the average cash rent over the term of the lease during such free rent periods) with respect thereto for the previous four (4) consecutive quarters (or if (A) owned for less than four (4) quarters, the Unencumbered Asset Pool Net Operating Cash Flow (calculated after giving effect to any required free rent periods by calculating the average cash rent over the term of the lease during such free rent periods) for such period, annualized, or (B) 85% leased and occupied for less than a full fiscal quarter, the Unencumbered Asset Pool Net Operating Cash Flow (calculated after giving effect to any required free rent periods by calculating the average cash rent over the term of the lease during such free rent periods) for the period so leased and occupied (whether or not owned for the previous four (4) fiscal quarters), annualized), including the quarter then ended, but less reserves for Capital Expenditures of (A) $0.25 per square foot per annum for each Unencumbered Asset Pool Property that is an office or retail property, and (B) $250 per unit for each Real Property Asset that is a multi-family residential property, divided by (y) the FMV Cap Rate, provided, however, that if any such Unencumbered Asset Pool Property shall have been less than 85% leased and occupied for four (4) full consecutive fiscal quarters, then the value thereof shall be equal to an amount equal to 75% of the book value thereof, net of impairment charges, provided, however, that if any such Real Property Asset shall remain less than 85% leased or occupied for more than 24 consecutive months, then the value thereof shall be equal to 50% of book value; and

(ii)    with respect to the Unencumbered Asset Pool Properties which are Development Properties, mortgage notes that are not more than 90 days past due, or land held for future development, one hundred percent (100%) of (A) in the case of Development Properties, the lesser of (1) the cost actually paid by the Borrower, the General Partner or any of their Subsidiaries, and (2) the market value, each as determined in accordance with GAAP, of such Development Properties, and (B) in the case of mortgage notes or land held for future development, the book value thereof (after any impairments), determined in accordance with GAAP; and

(iii)    with respect to the Unencumbered Asset Pool Properties which are Acquisition Properties, 100% of book value (after any impairments) of such Acquisition Properties, unless, with respect to any Acquisition Property, the Borrower has made a one-time election to value such Acquisition Property in accordance with clause (i) of this definition; and

30

(iv)    Unrestricted Cash or Cash Equivalents of the Borrower, the General Partner and their Subsidiaries as of the date of determination; provided that no such Unrestricted Cash or Cash Equivalents will be added to Unencumbered Asset Pool Properties Value if such Unrestricted Cash or Cash Equivalents have been deducted from Unsecured Debt in the calculation of the Unsecured Debt Ratio;

provided that (A) to the extent that the aggregate amount of Unencumbered Asset Pool Properties Value attributable to Development Properties, mortgage notes, land held for future development, Real Property Assets owned or ground-leased by a Qualified Subsidiary that is not a wholly-owned Subsidiary of the Borrower, Real Property Assets that are not office properties (or primarily office properties with secondary uses) and Specified Unencumbered Real Property Assets exceeds 20% (or 25% if there is any Unencumbered Asset Pool Properties Value attributable to Specified Unencumbered Real Property Assets at such time) of the Unencumbered Asset Pool Properties Value, such excess will be excluded from the calculation of Unencumbered Asset Pool Properties Value, (B) to the extent that the amount of Unencumbered Asset Pool Properties Value attributable to Real Property Assets that are retail properties (other than the retail component of any mixed-use office project where the retail component contributes less than 15% of such project’s revenues) exceeds 10% of Unencumbered Asset Pool Properties Value, such excess shall be excluded from the calculation of Unencumbered Asset Pool Properties Value and (C) Unencumbered Asset Pool Properties Value shall include the Borrower’s and the General Partner’s pro rata share of each of the foregoing of any non-wholly-owned Subsidiary of the Borrower or the General Partner;

and provided further, that for purposes of determining the Unsecured Debt Ratio on any date of determination, Unencumbered Asset Pool Properties Value shall include any value attributable to the Specified Unencumbered Real Property Assets in an amount not to exceed 10% (or 15% if the loan documentation governing all other Debt of the Borrower has also increased such limit to 15% or more) of the total Unencumbered Asset Pool Properties Value (including the Unencumbered Asset Pool Properties Value of such Specified Unencumbered Real Property Assets).

“Unfunded Liabilities” means, with respect to any Plan at any time, the amount (if any) by which (i) the value of all benefit liabilities under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market value of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions), all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the ERISA Group to the PBGC or any other Person under Title IV of ERISA.

“United States” means the United States of America, including the States and the District of Columbia, but excluding its territories and possessions.

“Unrestricted Cash or Cash Equivalents” means Cash or Cash Equivalents, including the cash proceeds of any like-kind exchange under Section 1031 of the Internal Revenue Code, that is not subject to any pledge, lien or control agreement, less (i) $35,000,000 and (ii) amounts placed with third parties as deposits or security for contractual obligations.

“Unsecured Debt” means the portion of Total Debt that is not secured by a Lien on real property.

31

“Unsecured Debt Ratio” means (a) for purposes of calculating the financial covenants set forth in Section 5.8(d), the ratio of (i) the Unencumbered Asset Pool Properties Value as of the last day of the applicable fiscal quarter to (ii) the aggregate amount of Unsecured Debt outstanding as of the last day of the applicable fiscal quarter (net of, as of such date of determination, the amount of Unrestricted Cash or Cash Equivalents in excess of $25,000,000 that is available to repay Unsecured Debt that matures within 24 months of such date of determination) and (b) for all other purposes, as of any date, the ratio of (i) the Unencumbered Asset Pool Properties Value (calculated for all Unencumbered Asset Pool Properties as of such date, but, with respect to the Unencumbered Asset Pool Properties Value, determined as of the last date of the most recent fiscal quarter for which financial statements have been delivered), to (ii) the aggregate amount of Unsecured Debt outstanding as of such date (net of, as of such date of determination, the amount of Unrestricted Cash or Cash Equivalents in excess of $25,000,000 that is available to repay Unsecured Debt that matures within 24 months of such date of determination).

“Unsecured Debt Service” means, for any calendar quarter, the interest actually payable (or accrued) on the Loans and all other Unsecured Debt.

“Unused Commitments” means an amount equal to all unadvanced funds (other than unadvanced funds in connection with any construction loan) which any third party is obligated to advance to the Borrower or otherwise, pursuant to any Loan Document, written instrument or otherwise.

“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 a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“U.S. Special Resolution Regime” has the meaning assigned to it in Section 9.24.

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 8.4(f)(ii)(B)(3).

“Withholding Agent” means the Borrower and the Administrative Agent.

“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) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution 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 Bail-In Legislation that are related to or ancillary to any of those powers.

32

Section 1.2Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the General Partner delivered to the Administrative Agent and the Banks; provided that, if the Borrower notifies the Administrative Agent and the Banks that the Borrower wishes to amend any covenant in Article V to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article V for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks. Notwithstanding the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the audited consolidated financial statements of the General Partner for the fiscal year December 31, 2016 for all purposes of this Agreement, notwithstanding any change in GAAP or change in the application of GAAP relating thereto, unless the Borrower and the Required Banks shall enter into a mutually acceptable amendment addressing such changes.

Section 1.3Types of Borrowings. The term “Borrowing” denotes the aggregation of Loans of one or more Banks to be made to the Borrower pursuant to Article II on the same date, all of which Loans are of the same type (subject to Article VIII) and Class and, except in the case of Base Rate Loans, have the same Interest Period. Borrowings are classified for purposes of this Agreement either by reference to the pricing of Loans comprising such Borrowing (e.g., a “Term Benchmark Borrowing” is a Borrowing comprised of Term Benchmark Loans), Class (e.g. a Borrowing of Term Loans) or by reference to the provisions of Article II under which participation therein is determined (i.e., a “Committed Term Borrowing” is a Borrowing under Section 2.1 in which all applicable Term Loan Banks participate in proportion to their applicable Term Loan Commitments).

Section 1.4Interest Rates; Benchmark Notification. The interest rate on a Loan denominated in dollars may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 8.1(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/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 any interest rate used in this Agreement, any component thereof, or rates

33

referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Bank 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.

Section 1.5Divisions. 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 CREDITS

Section 2.1Commitments to Lend. Each Term Loan Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Term Loans to the Borrower pursuant to this Section from time to time in up to four (4) Borrowings during the Term Loan Commitment Period as requested by the Borrower in accordance with Section 2.2 in an amount not to exceed its Term Loan Commitment; provided that (i) if the Borrower does not make Borrowings of Term Loans in an aggregate principal amount of at least fifty percent (50%) of the total Term Loan Commitments as in effect on the Closing Date on or prior to April 3, 2023 then the Term Loan Commitments shall be reduced in accordance with Section 2.9, (ii) all Borrowings of Term Loans shall be made no later than the last day of the Term Loan Commitment Period, (iii) the aggregate principal amount of any such Borrowing of Term Loans shall not exceed the amount of the unused total Term Loan Commitments on the date of such Borrowing of Term Loans, and (iv) the principal amount of Term Loans made by any Term Loan Bank to the Borrower shall not exceed such Term Loan Bank’s Term Loan Commitment. The Term Loan Commitments of the Term Loan Banks to make the Term Loans (other than the New Term Loan Commitments, which shall be governed by Section 9.17) shall expire on the last day of the Term Loan Commitment Period (regardless of the failure of the Borrower to fully utilize the Term Loan Commitments) and the Term Loan Amount shall be reduced by the amount of such expired Term Loan Commitments. If the Term Loan Amount shall be increased in accordance with Section 9.17, each Term Loan Bank whose Term Loan Commitment shall have been increased in accordance therewith or who shall have become a Term Loan Bank hereunder, severally agrees, on the terms and conditions set forth in this Agreement, to make Term Loans to the Borrower pursuant to this Section from time to time in amounts such that the aggregate principal amount of Term Loans by such Term Loan Bank at any one time outstanding shall not exceed the amount of its Term Loan Commitment. The aggregate amount of Term Loans to be made hereunder shall not exceed the Term Loan Amount. Each Borrowing under this Section 2.1 shall be in an aggregate principal amount of at least (i) with respect to the Term Loan Commitments in effect on the date hereof, $20,000,000, and (ii) otherwise, $10,000,000, or an integral multiple of $500,000 in excess thereof and shall be made

34

from the several Term Loan Banks ratably in proportion to their respective Term Loan Commitments. Any Term Loans that are repaid may not be reborrowed.

Section 2.2Notice of Committed Borrowing. The Borrower shall give the Administrative Agent notice (a “Notice of Committed Borrowing”) (x) not later than 12:00 p.m. (New York City time) on the Business Day of each Base Rate Borrowing (other than Borrowings to be made on the Closing Date) and (y) not later than 2:00 p.m. (New York time) three (3) Business Days before each Term Benchmark Borrowing (other than Borrowings to be made on the Closing Date), specifying:

(1)the date of such Borrowing, which shall be a Business Day,

(2)the aggregate principal amount of such Borrowing,

(3)the Class of such Borrowing,

(4)whether the Loans comprising such Borrowing are to be Base Rate Loans or Term Benchmark Loans,

(5)in the case of a Term Benchmark Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period,

(6)the intended use for the proceeds of such Borrowing, and

(7)that no Default or Event of Default has occurred or is continuing.

Section 2.3[Reserved].

Section 2.4Notice to Banks; Funding of Loans.

(a)Upon receipt of a Notice of Committed Borrowing, the Administrative Agent shall notify each applicable Bank on the same day as it receives the Notice of Committed Borrowing of the contents thereof and of such Bank’s share of such Borrowing. Any Notice of Committed Borrowing may be conditioned on the satisfaction of one or more conditions set forth therein, in which case such Notice of Committed Borrowing may be withdrawn by notice to the Administrative Agent on or prior to the date of the requested Borrowing if such conditions shall not have been satisfied; provided that the Borrower shall pay any amounts due under Section 2.13, if any, in connection with any such withdrawal.

(b)Not later than 3:00 P.M. (New York City time) on the date of each Committed Borrowing, each applicable Bank shall make available its share of such Committed Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred to in Section 9.1. The Administrative Agent will make the funds so received from the Banks available to the Borrower at the Administrative Agent’s aforesaid address.

35

(c)Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing that such Bank will not make available to the Administrative Agent such Bank’s share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsection (b) of this Section 2.4 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.7 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Loan included in such Borrowing for purposes of this Agreement.

Section 2.5Notes.

(a)At the request of any Bank, its Loans shall be evidenced by the Notes, each of which shall be payable to each applicable Bank for the account of its Applicable Lending Office in an amount equal to each such Bank’s Commitment.

(b)Each Bank may, by notice to the Borrower and the Administrative Agent, request that its Loans of a particular Class be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Bank’s Loans of such Class. Each such Note shall be in substantially the form of Exhibit A hereto, as applicable, with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant Class for such Bank. Each reference in this Agreement to the “Note” of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require.

(c)Upon receipt of each Bank’s Note, the Administrative Agent shall forward such Note to such Bank. Each Bank shall record the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank so elects in connection with any transfer or enforcement of its Note, endorse on the schedule forming a part thereof appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding; provided that the failure of any Bank to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Notes and to attach to and make a part of its Notes a continuation of any such schedule as and when required.

(d)There shall be no more than eight (8) Term Benchmark Borrowings outstanding at any one time pursuant to this Agreement.

Section 2.6Maturity of Loans. The Term Loans, except as provided in Section 6.2, shall mature, and the principal amount thereof shall be due and payable, and the Borrower promises to pay such Term Loans, on the Term Loan Maturity Date.

36

Section 2.7Interest Rates.

(a)Each Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made until it becomes due, at a rate per annum equal to the sum of the Applicable Margin for Base Rate Loans for the applicable Class of Loans plus the Base Rate for such day. Such interest shall be payable in arrears on each Interest Payment Date for such Loan.

(b)Each Term Benchmark Loan shall bear interest on the outstanding principal amount thereof, for each day during the Interest Period applicable thereto, at a rate per annum equal to the sum of the Applicable Margin for Term Benchmark Loans for the applicable Class of Loans plus the Adjusted Term SOFR Rate for such Interest Period. Such interest shall be payable in arrears on each Interest Payment Date for such Loan.

(c)In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal amount of the Loans, and, to the extent permitted by law, overdue interest in respect of all Loans, shall bear interest at the annual rate of the sum of the Base Rate and two percent (2%).

(d)The Administrative Agent shall determine each interest rate applicable to the Loans hereunder. The Administrative Agent shall give prompt notice to the Borrower and the Banks of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error.

Section 2.8Fees.

(a)Term Loan Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Term Loan Bank (in accordance with its Term Loan Commitment Percentage), an unused fee (the “Term Loan Unused Fee”) which shall accrue and be payable on the daily amount of the unused Term Loan Commitments for the period beginning on the Closing Date, and continuing through the last day of the Term Loan Commitment Period, at the Ticking Fee Rate on the sum of the average daily unused portion of the Term Loan Commitment. All Term Loan Unused Fees shall be fully earned when paid and nonrefundable under any circumstances. Term Loan Unused Fees accrued through and including the last day of each March, June, September and December of each year shall be payable in arrears on the fifteenth day following such last day and on the last day of the Term Loan Commitment Period, commencing on the first such date to occur after the Closing Date. All Term Loan Unused Fees shall be computed on the basis of a year of 365 or 366 days, as the case may be, and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

The “Ticking Fee Rate” shall be equal to the respective percentages per annum based upon the Borrower’s Credit Rating in accordance with the following table:

Borrower’s Credit Rating	Ticking Fee Rate
A-/A3 or better	0.125%
BBB+/Baa1	0.150%
BBB/Baa2	0.200%

37

BBB-/Baa3	0.250%
<BBB-/Baa3 or unrated	0.300%

Any change in the Borrower’s Credit Rating causing it to move into a different range on the table shall effect an immediate change in the Ticking Fee Rate. If there are only two Borrower’s Credit Ratings, the Ticking Fee Rate will be based on the higher of the two. In the event that the Borrower’s Credit Ratings are more than one level apart, the Ticking Fee Rate will be based on the median rating. If there are three Borrower’s Credit Ratings, and such ratings are split, then, if the difference between the highest and lowest is one level apart, the Ticking Fee Rate will be based on the highest of the three, but if the difference is more than one level, the Ticking Fee Rate will be based on the rating will be the average of the two highest (or if such average is not a recognized category, then the second highest rating will be used). If there is only one Borrower’s Credit Rating, the Ticking Fee Rate shall be based on such rating. Should Borrower (or General Partner) lose its Investment Grade Rating from both S&P and Moody’s, the Ticking Fee Rate will revert to the unrated portion of the table above. Upon reinstatement of such Investment Grade Rating from either S&P or Moody’s, the Ticking Fee Rate will revert to the rated pricing table above.

(b)Fees Non-Refundable. All fees set forth in this Section 2.8 shall be deemed to have been earned on the date payment is due in accordance with the provisions hereof and shall be non-refundable. The obligation of the Borrower to pay such fees in accordance with the provisions hereof shall be binding upon the Borrower and shall inure to the benefit of the Administrative Agent and the Banks regardless of whether any Loans are actually made.

Section 2.9Mandatory Termination or Reduction. On April 3, 2023, if the Borrower has not made Borrowings of the Term Loans in an aggregate principal amount of at least equal to fifty percent (50%) of the total Term Loan Commitments as in effect on the Closing Date, then the total Term Loan Commitments will be reduced, automatically and without further action by any party, to two times the Borrowing of Term Loans made on or before such date and the Term Loan Amount shall be reduced by the amount of such reduction (for example, if the Borrower has made only $100,000,000 of Borrowings of Term Loans by April 3, 2023, then the available unused Term Loan Commitments shall be permanently reduced from $300,000,000 to $100,000,000 on such date). If requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent those notices required by Section 2.11(d) that are necessary pursuant to Section 2.9 to reflect the reductions in the unused Term Loan Commitments described in the preceding sentence.

Section 2.10Mandatory Prepayment.

(a)In the event that an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of an Unencumbered Asset Pool Property) is sold, transferred or released from the restrictions of Section 5.11 hereof, the Borrower shall, simultaneously with such sale, transfer or release, prepay the Loans in an amount equal to 100% of the net proceeds of such sale or transfer, in the event of a sale or transfer, or such lesser amount as shall be required for the Borrower to remain in compliance with this Agreement, in the event of such a sale, transfer or release. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of the Internal Revenue Code will not be subject to the provisions of this Section 2.10(a), provided that the exchanged property has qualified as a New Acquisition and any cash “boot” associated therewith shall be applied to prepayment of the Loans or such lesser amount of such cash “boot”

38

as shall be required for the Borrower to remain in compliance with this Agreement. Sale of an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of a Unencumbered Asset Pool Property) in violation of this Section 2.10 shall constitute an Event of Default.

(b)In the event that the Unsecured Debt Ratio is not maintained as of the last day of a calendar quarter, either (i) the Borrower will add a Real Property Asset to the Unencumbered Asset Pool Properties in accordance with this Agreement which, on a pro forma basis (i.e. the Unsecured Debt Ratio shall be recalculated to include such Real Property Asset as though the same had been an Unencumbered Asset Pool Property for the entire applicable period) would result in compliance with the Unsecured Debt Ratio, or (ii) the Borrower shall prepay to the Administrative Agent, for the account of the applicable Banks, an amount necessary to cause the Unsecured Debt Ratio to be in compliance within ninety (90) days of the date on which the Unsecured Debt Ratio failed to be maintained. Failure by the Borrower to comply with the Unsecured Debt Ratio within ninety (90) days of the date of such non-compliance shall be an Event of Default.

Section 2.11Commitment Reductions; Optional Prepayments.

(a)The Borrower may, upon at least one Business Day’s notice to the Administrative Agent, prepay to the Administrative Agent, for the account of the applicable Banks, any Base Rate Borrowing in whole at any time, or from time to time in part in minimum amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof or, if less, the outstanding principal balance, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several applicable Banks included in such Borrowing.

(b)Except as provided in Section 8.2, the Borrower may not prepay all or any portion of the principal amount of any Term Benchmark Loan prior to the maturity thereof unless the Borrower shall also pay any applicable expenses pursuant to Section 2.13. Any such prepayment shall be upon at least one (1) Business Day’s notice to the Administrative Agent, and the Administrative Agent shall notify the applicable Banks of receipt of any such notice on the same Business Day as received by it. Any notice of prepayment delivered pursuant to this Section 2.11(b) shall set forth the amount of such prepayment which is applicable to any Loan made for working capital purposes. Each such optional prepayment shall be in the amounts set forth in Section 2.11(a) above and shall be applied to prepay ratably the Loans of the applicable Banks included in such Borrowing.

(c)The principal amount of any Loans that are prepaid may not be reborrowed.

(d)The Borrower may at any time and from time to time cancel all or any part of the unused Term Loan Commitments under the Term Loan Facility in minimum amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof, by the delivery to the Administrative Agent and the Term Loan Banks of a notice of cancellation upon at least three (3) Business Days’ notice to the Administrative Agent and such Term Loan Banks, whereupon, all or such portion of the Term Loan Commitments

39

shall terminate as to such Term Loan Banks, pro rata on the date set forth in such notice of cancellation, and, if there are any Term Loans then outstanding in an aggregate amount which exceeds the aggregate Term Loan Commitments (after giving effect to any such reduction), the Borrower shall prepay to the Administrative Agent, for the account of such Term Loan Banks, all or such portion of the Term Loans outstanding on such date in accordance with the requirements of Sections 2.11(a) and (b). The Borrower shall be permitted to designate in its notice of cancellation which Term Loans, if any, are to be prepaid.

(e)Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly, and in any event within one (1) Business Day, notify each Term Loan Bank of the contents thereof and of such Term Loan Bank’s ratable share (if any) of such prepayment. A notice of prepayment under this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied; provided that the Borrower shall pay any amounts due under Section 2.13, if any, in connection with any such revocation.

(f)In the event that the Borrower elects to cancel all or any portion of the Term Loan Commitments pursuant to Section 2.11(d) hereof, such cancellation shall be irrevocable and such amounts may not be reborrowed.

Section 2.12General Provisions as to Payments.

(a)The Borrower shall make each payment of principal of, and interest on, the Loans and of fees hereunder, not later than 3:00 p.m. (New York City time) on the date when due, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred to in Section 9.1. The Administrative Agent will distribute to each applicable Bank its ratable share of each such payment received by the Administrative Agent for the account of the applicable Banks on the same day as received by the Administrative Agent if received by the Administrative Agent by 3:00 p.m. (New York City time), or, if received by the Administrative Agent after 3:00 p.m. (New York City time), on the immediately following Business Day. If the Administrative Agent shall fail to distribute to a Bank its ratable share of a payment on the same day it is received or the immediately following Business Day, as applicable in accordance with the immediately preceding sentence, the Administrative Agent shall pay to such Bank the interest accrued on such payment at the Federal Funds Rate, commencing on the day the Administrative Agent should have made the payment to such Bank and ending on the day prior to the date payment is actually made. Whenever any payment of principal of, or interest on, the Base Rate Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Term Benchmark Loans shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Loans shall be made prorata according to the respective outstanding principal amounts of the Term Loans then held by each Term Loan Bank. Each payment (including each prepayment) by the Borrower of

40

principal of, and interest on, the Loans and of fees hereunder shall be made without set-off or counterclaim.

(b)Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Rate.

(c)All payments made on the Loans shall be credited, to the extent of the amount thereof, in the following manner, in each case ratably among the parties entitled thereto in accordance with the amounts then due to such party: (a) first, against all costs, expenses and other fees (including reasonable attorneys’ fees) arising under the terms hereof, of which, if no Event of Default shall have occurred and be continuing, the Borrower has received notice pursuant to the terms hereof, (b) second, against the amount of interest accrued and unpaid on the Loans as of the date of such payment, (c) third, against all principal due and owing on the Loans as of the date of such payment, and (d) fourth, to all other amounts constituting any portion of the Obligations.

(d)If any Bank is a Defaulting Lender, then the Administrative Agent may (or at the request of the Borrower, shall), in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Bank for the benefit of the Administrative Agent to satisfy such Bank’s obligations to it hereunder until such Bank is not a Defaulting Lender, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Bank hereunder, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

Section 2.13Funding Losses. If the Borrower makes any payment of principal with respect to any Term Benchmark Loan (pursuant to Article II, VI or VIII or otherwise, and specifically including any payments made pursuant to Sections 2.10 or 2.11) on any day other than the last day of the Interest Period applicable thereto, or if the Borrower fails to borrow any Term Benchmark Loans, after notice has been given to any Bank in accordance with Section 2.4(a), or to prepay any Term Benchmark Loans, after notice has been given to any Bank in accordance with Section 2.11(b), the Borrower shall reimburse each Bank within 15 days after demand for any resulting loss or expense incurred by it (or by an existing Participant in the related Loan; provided that no Participant shall be entitled to receive more than the Bank, with respect to which such Participant is a Participant, would be entitled to receive under this Section 2.13), including (without limitation) any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin for the period after any such payment or failure to borrow, provided that such Bank shall have delivered to the Borrower a certificate as to the amount of such loss or expense and the calculation thereof, which certificate shall be conclusive in the absence of manifest error

41

Section 2.14Computation of Interest and Fees. Interest based on the Prime Rate hereunder shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and paid for the actual number of days elapsed (including the first day but excluding the last day). All other interest and fees shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day).

Section 2.15Method of Electing Interest Rates.

(a)The Loans included in each Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to the provisions of Article VIII), as follows:

(i)if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Term Benchmark Loans as of any Business Day; or

(ii)if such Loans are Term Benchmark Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Term Benchmark Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans.

Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent at least three (3) Business Days before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be converted or continued as Base Rate Loans, in which case such notice shall be delivered to the Administrative Agent no later than 11:00 a.m. (New York City time) on the Business Day such conversion or continuation is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group, (ii) the portion to which such notice applies, and the remaining portion to which it does not apply, are each $1,000,000 or any larger multiple of $1,000,000, (iii) there shall be no more than eight (8) Borrowings, comprised of Term Benchmark Loans outstanding at any time under this Agreement, (iv) no Loan may be continued as, or converted into, a Term Benchmark Loan when any Event of Default has occurred and is continuing, and (v) no Interest Period shall extend beyond the Term Loan Maturity Date.

(b)Each Notice of Interest Rate Election shall specify:

(i)the Group of Loans (or portion thereof) to which such notice applies;

(ii)the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection (a) above;

(iii)if the Loans comprising such Group are to be converted, the new type of Loans and, if such new Loans are Term Benchmark Loans, the duration of the initial Interest Period applicable thereto; and

42

(iv)if such Loans are to be continued as Term Benchmark Loans for an additional Interest Period, the duration of such additional Interest Period.

Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.

(c)Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) above, the Administrative Agent shall notify each Bank on the same day as it receives such Notice of Interest Rate Election of the contents thereof. A Notice of Interest Rate Election may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such Notice of Interest Rate Election may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified date of such Notice of Interest Rate Election) if such condition is not satisfied; provided that the Borrower shall pay any amounts due under Section 2.13, if any, in connection with any such revocation If the Borrower fails to deliver a timely Notice of Interest Rate Election to the Administrative Agent for any Group of Term Benchmark Loans, such Loans shall be converted into Base Rate Loans on the last day of the then current Interest Period applicable thereto.

Section 2.16[Reserved].

Section 2.17[Reserved].

Section 2.18Extension Option. The Borrower may extend the Term Loan Maturity Date two (2) times only for a period of one (1) year per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by the Borrower of a written notice to the Administrative Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty (120) days nor less than one (1) month prior to the then scheduled Term Loan Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Term Loan Banks and which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of the Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materiality”, “Material Adverse Effect” or a similar qualifier, in which case it shall be true and correct in all respects) and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materiality”, “Material Adverse Effect” or a similar qualifier, in which case it shall be true and correct in all respects) as of such earlier date and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing as of the then scheduled Term Loan Maturity Date, and (iii) the Borrower shall pay to the Administrative Agent on or before the then scheduled Term Loan Maturity Date a fee equal to (x) 0.125% of the outstanding principal amount of the Term Loans on the original Term Loan Maturity Date for the first extension and (y) 0.15% of the outstanding principal amount of the Term Loans on the Term Loan Maturity Date, as extended by the first such extension, for the second extension, which fee shall be distributed by

43

Administrative Agent pro rata to each of the Term Loan Banks based on each Bank’s Term Loan Commitment Percentage.

Section 2.19Extending Facilities. Subject to the rights of Borrower to extend the Term Loan Maturity Date in Section 2.18 above:

(a)The Borrower may at any time and from time to time request that all or any portion of Term Loans with a like maturity date (an “Existing Loan Facility”) be converted to extend the scheduled maturity date(s) with respect to all or a portion of any principal amount of such Term Loans, and to otherwise modify the terms of such Term Loans to the extent not prohibited in this Section 2.19 (any such Term Loans which have been so converted, “Extended Loans”) and to provide for other terms consistent with this Section 2.19 (an “Extension”). Any such request shall be made on a pro rata basis and on the same terms to each applicable Bank. In order to establish any Extended Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Banks under the applicable Existing Loan Facility) (an “Extension Request”) setting forth the proposed terms of the Extended Loans to be established, provided that:

(i)all or any of the scheduled amortization payments of principal of the Extended Loans (including the maturity date) may be delayed to later dates than the scheduled amortization payments of principal (including the maturity date) of the Term Loans of such Existing Loan Facility to the extent provided in the applicable Loan Extension Amendment;

(ii)the interest margins with respect to the Extended Loans may be different than the interest margins for the Term Loans of such Existing Loan Facility, and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment;

(iii)the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest applicable Term Loan Maturity Date being converted as in effect on the effective date of the Loan Extension Amendment immediately prior to the establishment of such Extended Loans; and

(iv)no Extended Loans that were Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Existing Loan Facility from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Existing Loan Facility.

Any Extended Loans converted pursuant to any Loan Extension Amendment shall be designated a separate Class of Extended Loans for all purposes of this Agreement; provided that any Extended Loans converted from an Existing Loan Facility may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established Class of Loans or Commitments with respect to such Existing Loan Facility. Any Extended Loans that are Term Loans shall constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted. No Extension shall constitute a voluntary or mandatory prepayment for

44

purpose of Sections 2.10 and 2.11. Each Extension shall become effective only with respect to the Loans and Commitments of the Banks that accept an Extension Request.

(b)The Borrower shall provide the applicable Extension Request at least ten (10) Business Days prior to the date on which Banks under the Existing Loan Facility are requested to respond. No Extension Request is required to be in any minimum amount or increment; provided that the Borrower may specify as a condition to consummating any such Extension that a minimum amount (to be specified in the applicable Extension Request) of Term Loans be tendered (subject to waiver by the Borrower in its sole discretion). No Bank shall have any obligation to agree to have any of its Term Loans of any Existing Loan Facility converted into Extended Loans pursuant to any Extension Request. Any Bank (an “Extending Lender”) wishing in its sole and individual discretion to have all or any portion of its Term Loans under the Existing Loan Facility subject to such Extension Request converted into Extended Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Loan Facility which it has elected to request be converted into Extended Loans. In the event that the aggregate amount of Term Loans under the Existing Loan Facility subject to Extension Elections exceeds the amount of Extended Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Loans on a pro rata basis based on the amount of Term Loans included in such Extension Election. It shall be a condition precedent to the effectiveness of any Extension that no Default or Event of Default shall exist on the date of the Extension Request and on the date of the Extension.

(c)Each Class of Extended Loans shall be established pursuant to an amendment (a “Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Lender providing an Extended Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Bank) and which may include such technical amendments to this Agreement as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower. Each Loan Extension Amendment shall be binding on the Banks, the General Partner and the other parties hereto. In connection with any Loan Extension Amendment, the Borrower shall deliver a reaffirmation of the Guaranty from the General Partner and such resolutions, certificates, opinions of counsel (including in-house opinions in lieu of opinions of outside counsel) and other documents in connection therewith as may be reasonably requested by the Administrative Agent.

(d)This Section 2.19 shall supersede any provisions in Sections 9.4 or 9.5 to the contrary.

(e)Notwithstanding anything to the contrary in this Section 2.19, (i) in no event shall any Loan Extension Amendment for an Extension Loan, increase (y) the aggregate outstanding principal amount of Term Loans as of the date each Loan Extension Amendment is entered into or (z) the aggregate amount of the Commitments of all Lenders to make Term Loans (including Extension Loans) as of the date each Loan Extension Amendment is entered into, (ii) as between the Borrower and the General Partner on the one hand and the Banks not party to any such Loan Extension Amendment on the other, in no event shall any Loan Extension Amendment affect any of the rights or obligations of the Borrower, the General Partner and such Banks as

45

among them pursuant to the terms and provisions of the Loan Documents, and (iii) as between Administrative Agent and the Banks party to any such Loan Extension Agreement on the one hand and the Banks not party to any such Loan Extension Amendment on the other, except as provided in Section 2.19(a), in no event shall any Loan Extension Amendment affect any of the rights or obligations of Administrative Agent, the Banks party to any such Loan Extension Agreement and the Banks not party to any such Loan Extension Amendment as among them pursuant to the terms and provisions of the Loan Documents.

ARTICLE III

CONDITIONS

Section 3.1Closing. The closing hereunder shall occur on the date (the “Closing Date”) when each of the following conditions is satisfied (or waived by the Administrative Agent and the Required Banks, such waiver to be evidenced by the continuation or funding after the date hereof of Loans and notice of such waiver to be given to the Banks by the Administrative Agent), each document to be dated the Closing Date unless otherwise indicated:

(a)the Borrower shall have executed and delivered to the Administrative Agent Notes for the account of each Bank that shall have requested the same, dated on or before the Closing Date complying with the provisions of Section 2.5;

(b)the Borrower shall have executed and delivered to the Administrative Agent a duly executed original of this Agreement;

(c)the General Partner shall have executed and delivered to the Administrative Agent a duly executed original of the Guaranty;

(d)the Administrative Agent shall have received (i) an opinion of Latham & Watkins LLP, New York counsel for the Borrower and (ii) Ballard Spahr LLP, Maryland counsel for the General Partner, in each case, reasonably acceptable to the Administrative Agent, the Banks and their counsel;

(e)the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the General Partner, the authority for and the validity of this Agreement and the other Loan Documents, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent. Such documentation shall include, without limitation, the articles of incorporation and by-laws or the partnership agreement and limited partnership certificate, as applicable, of the Borrower and the General Partner, as amended, modified or supplemented to the Closing Date, each certified to be true, correct and complete by a senior officer of the Borrower or the General Partner, as the case may be, as of the Closing Date, together with a good standing certificate from the Secretary of State (or the equivalent thereof) of the State of Delaware with respect to the Borrower and of the State of Maryland with respect to the General Partner, and a good standing certificate from the Secretary of State (or the equivalent thereof) of each other State in which the Borrower and the General Partner is required to be qualified to transact business, each to be dated not more than forty-five (45) days prior to the Closing Date;

46

(f)the Administrative Agent shall have received all certificates, agreements and other documents and papers referred to in this Section 3.1 and Section 3.2, unless otherwise specified, in sufficient counterparts, reasonably satisfactory in form and substance to the Administrative Agent in its sole discretion;

(g)the Borrower and the General Partner shall have taken all actions required to authorize the execution and delivery of this Agreement and the other Loan Documents and the performance thereof by the Borrower and the General Partner;

(h)the Administrative Agent and the Banks shall have received an audited consolidated balance sheet and income statement of the General Partner for the fiscal year ended December 31, 2021 and an unaudited consolidated balance sheet and income statement of the General Partner for the fiscal quarter ended June 30, 2022;

(i)the Administrative Agent shall be satisfied that neither the Borrower nor the General Partner is subject to any present or contingent environmental liability which could reasonably be expected to have a Material Adverse Effect;

(j)the Administrative Agent shall have received wire transfer instructions in connection with the Loans to be made on the Closing Date;

(k)the Administrative Agent shall have received, for its and any other Bank’s account, all fees due and payable pursuant to this Agreement, and the reasonable fees and expenses accrued through the Closing Date of Morgan, Lewis & Bockius LLP;

(l)the Administrative Agent shall have received copies of all consents, licenses and approvals, if any, required in connection with the execution, delivery and performance by the Borrower, and the validity and enforceability against the Borrower, of the Loan Documents, or in connection with any of the transactions contemplated thereby to occur on or prior to the Closing Date, and such consents, licenses and approvals shall be in full force and effect;

(m)the representations and warranties of the Borrower contained in this Agreement shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materiality”, “Material Adverse Effect” or a similar qualifier, in which case it shall be true and correct in all respects) on and as of the Closing Date both before and after giving effect to the making of any Loans (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date and except for changes in factual circumstances not prohibited under the Loan Documents);

(n)receipt by the Administrative Agent and the Banks of a certificate of the chief financial officer, treasurer or the chief accounting officer of the Borrower certifying that the Borrower is in compliance with all covenants of the Borrower contained in this Agreement, including, without limitation, the requirements of Section 5.8, as of the Closing Date; and

(o)(i) the Administrative Agent shall have received, at least five (5) days prior to the Closing Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and

47

regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten (10) days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Closing Date, any Bank that has requested, in a written notice to the Borrower at least ten (10) days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Bank of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied).

The Administrative Agent shall promptly notify the Borrower and the Banks of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Section 3.2Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:

(a)the Closing Date shall have occurred on or prior to October 3, 2022;

(b)receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2;

(c)immediately after such Borrowing with respect to each Term Loan Bank, such Term Loan Bank’s pro rata portion of the aggregate Term Loans will not exceed such Term Loan Bank’s applicable Term Loan Commitment;

(d)immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the making of such Loans;

(e)the representations and warranties of the Borrower contained in this Agreement (other than representations and warranties which speak as of a specific date) shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materiality”, “Material Adverse Effect” or a similar qualifier, in which case it shall be true and correct in all respects) on and as of the date of such Borrowing both before and after giving effect to the making of such Loans;

(f)no law or regulation shall have been adopted, no order, judgment or decree of any governmental authority shall have been issued, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain, the making or repayment of the Loans or the consummation of the transactions contemplated hereby; and

(g)no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Administrative Agent or the Required Banks, as the case may be, has had or is likely to have a Material Adverse Effect.

Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (c) through (f) of this Section (except that with respect to clause (f), such representation and warranty shall be deemed to be

48

limited to laws, regulations, orders, judgments, decrees and litigation affecting the Borrower and not solely the Banks).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

In order to induce the Administrative Agent and each of the other Banks which may become a party to this Agreement to make the Loans, the Borrower makes the following representations and warranties. Such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the other Loan Documents and the making of the Loans.

Section 4.1Existence and Power. The Borrower is duly organized, validly existing and in good standing as a limited partnership under the laws of the State of Delaware and has all powers and all material governmental licenses, authorizations, consents and approvals required to own its property and assets and carry on its business as now conducted or as it presently proposes to conduct and has been duly qualified and is in good standing in every jurisdiction in which the failure to be so qualified and/or in good standing is likely to have a Material Adverse Effect.

Section 4.2Power and Authority. The Borrower has the organizational power and authority to execute, deliver and carry out the terms and provisions of each of the Loan Documents to which it is a party and has taken all necessary action to authorize the execution and delivery on behalf of the Borrower and the performance by the Borrower of such Loan Documents. The Borrower has duly executed and delivered each Loan Document to which it is a party, and each such Loan Document constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as enforceability may be limited by applicable insolvency, bankruptcy or other laws affecting creditors’ rights generally, or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Section 4.3No Violation. Neither the execution, delivery or performance by or on behalf of the Borrower of the Loan Documents, nor compliance by the Borrower with the terms and provisions thereof nor the consummation of the transactions contemplated by the Loan Documents, (i) will contravene any applicable provision of any law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality applicable to Borrower except to the extent such contravention is not likely to have a Material Adverse Effect, or (ii) will conflict with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of the Borrower pursuant to the terms of any material indenture, mortgage, deed of trust, or other agreement or other instrument to which the Borrower (or of any partnership of which the Borrower is a partner) is a party or by which it or any of its property or assets is bound or to which it is subject except to the extent such conflict or breach is not likely to have a Material Adverse Effect, or (iii) will conflict with or result in a breach of any organizational document of any Subsidiary, the certificate of limited partnership, partnership agreement or other organizational document of Borrower, or the General Partner’s articles of incorporation or by-laws.

49

Section 4.4Financial Information.

(a)The audited consolidated balance sheets and statements of income of the General Partner as of December 31, 2021 and the unaudited consolidated balance sheets and statements of income of the General Partner as of June 30, 2022 fairly present, in conformity with GAAP, the consolidated financial position of the Borrower and the General Partner as of such date and their consolidated results of operations for such fiscal periods.

(b)Since December 31, 2021, except as disclosed in public filings with the Securities and Exchange Commission (i) there has been no material adverse change in the business, financial position or results of operations of the Borrower or the General Partner and (ii) except as previously disclosed to the Administrative Agent and to the Banks, neither the Borrower nor the General Partner has incurred any material indebtedness or guaranty.

Section 4.5Litigation.

(a)There is no action, suit or proceeding pending against, or to the knowledge of the Borrower, threatened against or affecting, (i) the Borrower, the General Partner or any of their Subsidiaries, (ii) the Loan Documents or any of the transactions contemplated by the Loan Documents or (iii) any of their assets, in any case before any court or arbitrator or any governmental body, agency or official which could reasonably be expected to have a Material Adverse Effect or which in any manner draws into question the validity of this Agreement or the other Loan Documents.

(b)There are no final nonappealable judgments or decrees in an aggregate amount of Fifty Million Dollars ($50,000,000) or more entered by a court or courts of competent jurisdiction against the Borrower or the General Partner (other than any judgment as to which, and only to the extent, a reputable insurance company has acknowledged coverage of such claim in writing).

Section 4.6Compliance with ERISA.

(a)Except as previously disclosed to the Administrative Agent in writing as of the Closing Date, each member of the ERISA Group has fulfilled its obligations under the minimum funding standards of ERISA and the Internal Revenue Code with respect to each Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the Internal Revenue Code with respect to each Plan. No member of the ERISA Group has (i) sought a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code in respect of any Plan, (ii) failed to make any contribution or payment to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement, which has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Internal Revenue Code or (iii) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA.

(b)Except for each “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) that is maintained, participated in or contributed to, by one or more members of the ERISA Group, no member of the ERISA Group is a “party in interest” (as such term is defined

50

in Section 3(14) of ERISA or a “disqualified person” (as such term is defined in Section 4975(e)(2) of the Internal Revenue Code) with respect to any funded employee benefit plan and none of the assets of any such plans have been invested in a manner that would cause the transactions contemplated by the Loan Documents to constitute a nonexempt prohibited transaction (as such term is defined in Section 4975 of the Internal Revenue Code or Section 406 of ERISA).

(c)Neither the Borrower nor the General Partner is (a) an employee benefit plan subject to Title I of ERISA, (b) a plan or account subject to Section 4975 of the Internal Revenue Code, (c) an entity deemed under Department of Labor Regulation Section 2510.3-101 to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code, or (d) a “governmental plan” within the meaning of Section 3(32) of ERISA.

Section 4.7Environmental Compliance. To the best of Borrower’s knowledge, except as set forth in the Phase I environmental report(s) delivered to and accepted by the Administrative Agent with respect to each of the Unencumbered Asset Pool Properties (as supplemented or amended, the “Environmental Reports”), (i) there are in effect all Environmental Approvals which are required to be obtained under all Environmental Laws with respect to such Unencumbered Asset Pool Property, except for such Environmental Approvals the absence of which would not have a Material Adverse Effect, (ii) the Borrower is in compliance in all material respects with the terms and conditions of all such Environmental Approvals, and is also in compliance in all material respects with all other Environmental Laws or any plan, order, decree, judgment, injunction, notice or demand letter issued, entered or approved thereunder, except to the extent failure to comply would not have a Material Adverse Effect.

Except as set forth in the Environmental Reports or otherwise disclosed in writing to the Administrative Agent as of the Closing Date or with respect to a New Acquisition, as of the date of such New Acquisition, to Borrower’s actual knowledge:

(i)There are no Environmental Claims or investigations pending or threatened by any Governmental Authority with respect to any alleged failure by the Borrower to have any Environmental Approval required in connection with the conduct of the business of the Borrower on any of the Unencumbered Asset Pool Properties, or with respect to any generation, treatment, storage, recycling, transportation, Release or disposal of any Material of Environmental Concern generated by the Borrower or any lessee on any of the Unencumbered Asset Pool Properties;

(ii)No Material of Environmental Concern has been Released at any of the Unencumbered Asset Pool Properties to an extent that it may reasonably be expected to have a Material Adverse Effect;

(iii)No PCB (in amounts or concentrations which exceed those set by applicable Environmental Laws) is present at any of the Unencumbered Asset Pool Properties;

(iv)No friable asbestos is present at any of the Unencumbered Asset Pool Properties;

51

(v)There are no underground storage tanks for Material of Environmental Concern, active or abandoned, at any of the Unencumbered Asset Pool Properties;

(vi)No Environmental Claims have been filed with a Governmental Authority with respect to any of the Unencumbered Asset Pool Properties, and none of the Unencumbered Asset Pool Properties is listed or proposed for listing on the National Priority List promulgated pursuant to CERCLA, on CERCLIS or on any similar state list of sites requiring investigation or clean-up;

(vii)There are no Liens arising under or pursuant to any Environmental Laws on any of the Unencumbered Asset Pool Properties, and no government actions have been taken or are in process which could subject any of the Unencumbered Asset Pool Properties to such Liens; and

(viii)There have been no environmental investigations, studies, audits, tests, reviews or other analyses conducted by, or which are in the possession of, the Borrower in relation to any of the Unencumbered Asset Pool Properties which have not been made available to the Administrative Agent.

Section 4.8Taxes. The federal income tax returns of the Borrower and its Consolidated Subsidiaries for the fiscal year ended December 31, 2019 have been filed. The Borrower and its Subsidiaries have filed all United States Federal income tax returns and all other material tax returns which are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Borrower or any Subsidiary except those being contested in good faith. The charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of taxes or other governmental charges are, in the opinion of the Borrower, adequate.

Section 4.9Full Disclosure. All information heretofore furnished by the Borrower to the Administrative Agent or any Bank for purposes of or in connection with this Agreement or any transaction contemplated hereby is, taken as a whole, true and accurate in all material respects on the date as of which such information is stated or certified. The Borrower has disclosed to the Banks in writing any and all facts known to the Borrower which materially and adversely affect or are likely to materially and adversely affect (to the extent the Borrower can now reasonably foresee), the business, operations or financial condition of the Borrower considered as one enterprise or the ability of the Borrower to perform its obligations under this Agreement or the other Loan Documents.

Section 4.10Solvency. On the Closing Date and after giving effect to the transactions contemplated by the Loan Documents occurring on the Closing Date, each of the General Partner and the Borrower is Solvent.

Section 4.11Use of Proceeds; Margin Regulations. All proceeds of the Loans will be used by the Borrower only in accordance with the provisions hereof. No part of the proceeds of any Loan will be used by the Borrower to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. Neither the making of any

52

Loan nor the use of the proceeds thereof will violate or be inconsistent with the provisions of Regulations T, U or X of the Federal Reserve Board.

Section 4.12Governmental Approvals. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with the execution, delivery and performance of any Loan Document or the consummation of any of the transactions contemplated thereby other than those that have already been duly made or obtained and remain in full force and effect.

Section 4.13Investment Company Act. The Borrower is not (x) an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended or (y) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money.

Section 4.14Closing Date Transactions. On the Closing Date and immediately prior to or concurrently with the making of the Loans, the transactions (other than the making of the Loans) intended to be consummated on the Closing Date will have been consummated in accordance with all applicable laws. On or prior to the Closing Date, all consents and approvals of, and filings and registrations with, and all other actions by, any Person required in order to make or consummate such transactions have been obtained, given, filed or taken and are in full force and effect.

Section 4.15Representations and Warranties in Loan Documents. All representations and warranties made by the Borrower in the Loan Documents are true and correct in all material respects.

Section 4.16Patents, Trademarks, etc. The Borrower has obtained and holds in full force and effect all patents, trademarks, service marks, trade names, copyrights and other such rights, free from burdensome restrictions, which are necessary for the operation of its business as presently conducted, the impairment of which is likely to have a Material Adverse Effect. To the Borrower’s knowledge, no material product, process, method, substance, part or other material presently sold by or employed by the Borrower in connection with such business infringes any patent, trademark, service mark, trade name, copyright, license or other such right owned by any other Person. There is not pending or, to the Borrower’s knowledge, threatened any claim or litigation against or affecting the Borrower contesting its right to sell or use any such product, process, method, substance, part or other material.

Section 4.17No Default. No Default or Event of Default exists under or with respect to any Loan Document. The Borrower is not in default in any material respect beyond any applicable grace period under or with respect to any other material agreement, instrument or undertaking to which it is a party or by which it or any of its property is bound in any respect, the existence of which default is likely (to the extent that the Borrower can now reasonably foresee) to result in a Material Adverse Effect.

Section 4.18Licenses, etc. The Borrower has obtained and holds in full force and effect, all franchises, licenses, permits, certificates, authorizations, qualifications, accreditations, easements, rights of way and other consents and approvals which are necessary for the operation

53

of its businesses as presently conducted, the absence of which is likely (to the extent that the Borrower can now reasonably foresee) to have a Material Adverse Effect.

Section 4.19Compliance With Law. The Borrower is in compliance with all laws, rules, regulations, orders, judgments, writs and decrees, including, without limitation, all building and zoning ordinances and codes, the failure to comply with which is likely (to the extent that the Borrower can now reasonably foresee) to have a Material Adverse Effect.

Section 4.20No Burdensome Restrictions. The Borrower is not a party to any agreement or instrument or subject to any other obligation or any charter or corporate or partnership restriction, as the case may be, which, individually or in the aggregate, is likely (to the extent that the Borrower can now reasonably foresee) to have a Material Adverse Effect.

Section 4.21Brokers’ Fees. The Borrower has not dealt with any broker or finder with respect to the transactions contemplated by the Loan Documents (except with respect to the acquisition or disposition of Real Property Assets) or otherwise in connection with this Agreement (it being understood that JPMorgan Chase Bank, N.A., BofA Securities, Inc., PNC Capital Markets LLC, U.S. Bank National Association and The Bank of Nova Scotia have acted as arrangers for the Facility and the fees and expenses of which shall be paid by Borrower), and the Borrower has not done any acts, had any negotiations or conversation, or made any agreements or promises which will in any way create or give rise to any obligation or liability for the payment by the Borrower of any brokerage fee, charge, commission or other compensation to any party with respect to the transactions contemplated by the Loan Documents (except with respect to the acquisition or disposition of Real Property Assets), other than the fees payable hereunder.

Section 4.22Labor Matters. Except as set forth on Schedule 4.22 attached hereto and made a part hereof, there are no collective bargaining agreements or Multiemployer Plans covering the employees of the Borrower and the Borrower has not suffered any strikes, walkouts, work stoppages or other material labor difficulty within the last five (5) years.

Section 4.23Organizational Documents. The documents delivered pursuant to Section 3.1(e) constitute, as of the Closing Date, all of the organizational documents (together with all amendments and modifications thereof) of the Borrower. The Borrower represents that it has delivered to the Administrative Agent true, correct and complete copies of each of the documents set forth in this Section 4.23.

Section 4.24Principal Offices. The principal office, chief executive office and principal place of business of the Borrower is 12200 West Olympic Boulevard, Suite 200, Los Angeles, California 90064.

Section 4.25REIT Status. For the fiscal year ended December 31, 2021, the General Partner qualified, and the General Partner intends to continue to qualify, as a REIT.

Section 4.26Ownership of Property. The Borrower and/or the General Partner, directly or indirectly, owns fee simple title to or a ground leasehold interest in each of the Unencumbered Asset Pool Properties.

54

Section 4.27Insurance. The Borrower or its tenants, as applicable, currently maintains insurance at 100% replacement cost insurance coverage in respect of each of the Real Property Assets, as well as comprehensive general liability insurance (including “builders’ risk”) against claims for personal, and bodily injury and/or death, to one or more persons, or property damage, as well as workers’ compensation insurance, in each case with respect to the Real Property Assets with insurers having an A.M. Best policyholders’ rating of not less than A-VIII in amounts that prudent owner of assets such as the Real Property Assets would maintain.

Section 4.28Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect commercially reasonable policies and procedures for Borrower, its Subsidiaries and their respective directors, officers, employees and agents (which such Persons, for the purposes of the first sentence of this Section 4.28, shall not include any third-party joint-venture partner or member of any Subsidiary) designed to comply with Anti-Corruption Laws and Sanctions applicable to the Borrower and its Subsidiaries, and the Borrower, its Subsidiaries and their respective directors and officers and to the knowledge of the Borrower its employees and agents are in compliance in all material respects with any applicable Anti-Corruption Laws and Sanctions. None of (a) the Borrower or any Subsidiary, or (b) to the knowledge of the chief executive officer, chief financial officer or chief accounting officer of the Borrower, any agent, director, officer or employee of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or Sanctions applicable to the Borrower and its Subsidiaries. None of the Borrower, any Subsidiary of the Borrower, or, to the knowledge of the chief executive officer, chief financial officer or chief accounting officer of the Borrower, any director, officer or employee thereof is currently in violation of any Anti-Corruption Laws.

Section 4.29Affected Financial Institutions. Neither the General Partner nor the Borrower is an Affected Financial Institution.

ARTICLE V

AFFIRMATIVE AND NEGATIVE COVENANTS

The Borrower covenants and agrees that, so long as any Bank has any Commitment hereunder or any Loan is outstanding or any Obligations remain unpaid:

Section 5.1Information. The Borrower will deliver:

(a)to the Administrative Agent and to each of the Banks (which delivery may be made electronically, including via IntraLinks), as soon as available and in any event within 105 days after the end of each fiscal year of the General Partner, an audited consolidated balance sheet of the General Partner as of the end of such fiscal year and the related consolidated statements of cash flow and operations for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, audited by Deloitte & Touche or other independent public accountants of similar standing;

55

(b)to the Administrative Agent and to each of the Banks (which delivery may be made electronically, including via IntraLinks), as soon as available and in any event within sixty (60) days after the end of each quarter of each fiscal year (other than the last quarter in any fiscal year) of the Borrower, a statement of the Borrower, prepared in accordance with GAAP, setting forth the operating income and operating expenses of the Borrower, in sufficient detail so as to calculate Unencumbered Asset Pool Net Operating Cash Flow of the Borrower for the immediately preceding quarter;

(c)to the Administrative Agent and to each of the Banks (which delivery may be made electronically, including via IntraLinks), simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, a certificate of the chief financial officer, controller, treasurer or vice president-corporate finance of the Borrower (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the requirements of Section 5.8 on the date of such financial statements; (ii) stating whether any Default exists on the date of such certificate and, if any Default then exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto; and (iii) certifying (x) that such financial statements fairly present the financial condition and the results of operations of the General Partner and the Borrower as of the dates and for the periods indicated, in accordance with GAAP, subject, in the case of interim financial statements, to normal year-end adjustments, and (y) that such officer has reviewed the terms of the Loan Documents and has made, or caused to be made under his or her supervision, a review in reasonable detail of the business and condition of the Borrower during the period beginning on the date through which the last such review was made pursuant to this Section 5.1(c) and ending on a date not more than ten (10) Business Days prior to the date of such delivery and that on the basis of such review of the Loan Documents and the business and condition of the Borrower, to the best knowledge of such officer, no Default or Event of Default under any other provision of Section 6.1 occurred or, if any such Default or Event of Default has occurred, specifying the nature and extent thereof and, if continuing, the action the Borrower proposes to take in respect thereof;

(d)to the Administrative Agent and to each of the Banks, (i) within five (5) days after the president, chief financial officer, treasurer, controller or other executive officer of the Borrower obtains knowledge of any Default, if such Default is then continuing, a certificate of the chief financial officer or the president of the Borrower setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto; and (ii) promptly and in any event within ten (10) days after the Borrower obtains knowledge thereof, notice of (x) any litigation or governmental proceeding pending or threatened against the Borrower which is likely to individually or in the aggregate, result in a Material Adverse Effect, and (y) any other event, act or condition which is likely to result in a Material Adverse Effect;

(e)to the Administrative Agent and to each of the Banks, if and when any member of the ERISA Group (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice;

56

(iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could result in the imposition of a Lien or the posting of a bond or other security, a certificate of the chief financial officer or the chief accounting officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable member of the ERISA Group is required or proposes to take;

(f)to the Administrative Agent and to each of the Banks, promptly and in any event within five (5) Business Days after the Borrower obtains actual knowledge of any of the following events, a certificate of the Borrower executed by an officer of the Borrower specifying the nature of such condition and the Borrower’s, and if the Borrower has actual knowledge thereof, the Environmental Affiliate’s proposed initial response thereto: (i) the receipt by the Borrower, or, if the Borrower has actual knowledge thereof, any of the Environmental Affiliates, of any communication (written or oral), whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Borrower, or, if the Borrower has actual knowledge thereof, any of the Environmental Affiliates, is not in compliance with applicable Environmental Laws, and such noncompliance is likely to have a Material Adverse Effect, (ii) the Borrower shall obtain actual knowledge that there exists any Environmental Claim which is likely to have a Material Adverse Effect pending or threatened against the Borrower or any Environmental Affiliate or (iii) the Borrower obtains actual knowledge of any release, emission, discharge or disposal of any Material of Environmental Concern that is likely to form the basis of any Environmental Claim against the Borrower or any Environmental Affiliate;

(g)to the Administrative Agent and to each of the Banks, promptly and in any event within five (5) Business Days after receipt of any material notices or correspondence from any company or agent for any company providing insurance coverage to the Borrower relating to any material loss or loss of the Borrower with respect to any of the Unencumbered Asset Pool Properties, copies of such notices and correspondence; and

(h)to the Administrative Agent and to each of the Banks (which delivery may be made electronically, including via IntraLinks or posting to the internet website of the General Partner), promptly upon the mailing thereof to the shareholders or partners of the Borrower, copies of all financial statements, reports and proxy statements so mailed;

(i)to the Administrative Agent and to each of the Banks (which delivery may be made electronically, including via IntraLinks or posting to the internet website of the General Partner), promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) which the Borrower shall have filed with the Securities and Exchange Commission;

57

(j)to the Administrative Agent and to each of the Banks (which delivery may be made electronically, including via IntraLinks), simultaneously with delivery of the information required by Sections 5.1(a) and (b), a statement of Unencumbered Asset Pool Net Operating Cash Flow with respect to each Unencumbered Asset Pool Property and a list of all Unencumbered Asset Pool Properties; and

(k)to the Administrative Agent and to each of the Banks (which delivery may be made electronically, including via IntraLinks), from time to time such additional information regarding the financial position or business of the Borrower as the Administrative Agent, at the request of any Bank, may reasonably request.

Section 5.2Payment of Obligations. The Borrower will pay and discharge, at or before maturity, all its material obligations and liabilities including, without limitation, any obligation pursuant to any agreement by which it or any of its properties is bound and any tax liabilities, in any case, where failure to do so will likely result in a Material Adverse Effect except (i) such tax liabilities may be contested in good faith by appropriate proceedings, and the Borrower will maintain in accordance with GAAP, appropriate reserves for the accrual of any of the same; or (ii) such obligation or liability as may be contested in good faith by appropriate proceedings.

Section 5.3Maintenance of Property; Insurance.

(a)The Borrower will keep each of the Unencumbered Asset Pool Properties in good repair, working order and condition, subject to ordinary wear and tear.

(b)The Borrower shall (a) maintain insurance as specified in Section 4.27 hereof with insurers meeting the qualifications described therein, which insurance shall in any event not provide for materially less coverage than the insurance in effect on the Closing Date, and (b) furnish to each Bank, or use reasonable efforts to obtain from a tenant, if applicable, from time to time, upon written request, copies of the policies under which such insurance is issued, certificates of insurance and such other information relating to such insurance as such Bank may reasonably request. The Borrower will deliver to the Banks (i) upon request of any Bank through the Administrative Agent from time to time, full information as to the insurance carried, (ii) within five (5) days of receipt of notice from any insurer, a copy of any notice of cancellation or material change in coverage from that existing on the date of this Agreement and (iii) forthwith, notice of any cancellation or nonrenewal of coverage by the Borrower.

Section 5.4Conduct of Business. The Borrower’s primary business will continue to be acquiring, owning, operating, managing, developing (to the extent permitted in this Agreement), and leasing office and industrial properties.

Section 5.5Compliance with Laws. (a) The Borrower will comply in all material respects with all applicable laws, ordinances, rules, regulations, and requirements of governmental authorities (including, without limitation, Environmental Laws, all zoning and building codes and ERISA and the rules and regulations thereunder) except where the necessity of compliance therewith is contested in good faith by appropriate proceedings. The Borrower will maintain in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries

58

and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

(b)In the ordinary course of its business and at such times as the Borrower reasonably deems appropriate, the Borrower shall conduct periodic reviews of the effect of Environmental Laws on its business, operations and properties, in the course of which it shall use commercially reasonable efforts to identify and evaluate applicable liabilities and costs (including, without limitation, any capital or operating expenditures required as a matter of Environmental Law for clean-up or closure of properties presently or previously owned, any capital or operating expenditures required as a matter of Environmental Law to achieve or maintain compliance with Environmental Law or as a condition of any license, permit or contract to which the Borrower is a party or a beneficiary, any related constraints on operating activities, including, without limitation, any periodic or permanent shutdown of any facility or reduction in the level of or change in the nature of operations conducted thereat, any costs or liabilities in connection with off-site disposal of wastes or Materials of Environmental Concern, and any actual or potential liabilities to third parties, including, without limitation, employees, and any related costs and expenses). The Borrower shall notify the Administrative Agent immediately if, on the basis of any such review, the Borrower has reasonably concluded that such associated potential liabilities and costs, including, without limitation, the costs of compliance with Environmental Laws, could reasonably be expected to have a Material Adverse Effect.

(c)Neither the Borrower nor the General Partner shall become (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Internal Revenue Code, (iii) an entity deemed under Department of Labor Regulation Section 2510.3-101 to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code, or (iv) a “governmental plan” within the meaning of Section 3(32) of ERISA.

Section 5.6Inspection of Property, Books and Records. The Borrower will keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities; and will permit representatives of any Bank at such Bank’s expense to visit and inspect any of its properties to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts with its officers and employees, all at such reasonable times, upon reasonable notice, but in no event more than once each fiscal year unless an Event of Default has occurred and is continuing, then as often as may reasonably be desired.

Section 5.7Existence.

(a)The Borrower shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence or its partnership existence, as applicable.

(b)The Borrower shall do or cause to be done all things necessary to preserve and keep in full force and effect its patents, trademarks, servicemarks, tradenames, copyrights, franchises, licenses, permits, certificates, authorizations, qualifications, accreditations, easements, rights of way and other rights, consents and approvals the nonexistence of which is likely to have a Material Adverse Effect.

59

Section 5.8Financial Covenants.

(a)Total Debt to Total Asset Value. As of the last day of each calendar quarter, the Total Debt Ratio will not be greater than 60%; provided, however, with respect to any period in which the Borrower or any of its Consolidated Subsidiaries have acquired a Real Property Asset (or multiple Real Property Assets in a single transaction) for a price of more than $200,000,000, Total Debt to Total Asset Value for such quarter and the next three (3) quarters may increase to 65%, provided such ratio does not exceed 60% thereafter.

(b)Fixed Charge Coverage. As of     the last day of each calendar quarter, the ratio of (x) Annual EBITDA, less reserves for Capital Expenditures of (i) $.25 per square foot per annum for each Real Property Asset that is an office or retail property and (ii) $250 per unit for each Real Property Asset that is a multi-family residential property, to (y) the sum of (i) Total Debt Service and (ii) dividends or other payments payable by the General Partner with respect to any preferred stock issued by the General Partner and distributions or other payments payable by the Borrower with respect to any preferred partnership units of the Borrower, will not be less than 1.5:1.0.

(c)Limitation on Secured Debt. Secured Debt of the Borrower, the General Partner and their Consolidated Subsidiaries, which for purposes hereof shall be deemed to include the Borrower’s and the General Partner’s pro rata share of the Secured Debt of any Minority Holdings of the Borrower or the General Partner, shall at no time exceed forty percent (40%) of Total Asset Value.

(d)Unsecured Debt Ratio. As of each of (x) the last day of each calendar quarter, and (y) any Borrowing, the Unsecured Debt Ratio shall not be less than 1.67:1.0; provided, however, with respect to any period in which the Borrower or any of its Consolidated Subsidiaries have acquired a Real Property Asset (or multiple Real Property Assets in a single transaction) for a price of more than $200,000,000, the Unsecured Debt Ratio for such quarter and the next succeeding three (3) quarters may decrease to 1.55:1.00, provided such ratio is not less than 1.67:1.00 thereafter.

(e)Unencumbered Asset Pool Debt Service Coverage. As of the last day of each calendar quarter and as of the date of any sale or secured financing of any Unencumbered Asset Pool Property, the ratio of (i) Unencumbered Asset Pool Net Operating Cash Flow to (ii) Unsecured Debt Service will not be less than 1.75:1.0.

(f)Dividends. During an Event of Default, the Borrower will not, as determined on an aggregate annual basis, pay any partnership distributions in excess of the amount which results in distributions to the General Partner in an amount sufficient to permit the General Partner to pay dividends to its shareholders which it reasonably believes are necessary for it to (A) maintain its qualification as a REIT for federal and state income tax purposes, and (B) avoid the payment of federal or state income or excise tax.

Section 5.9Restriction on Fundamental Changes; Operation and Control. (a) The Borrower shall not enter into any merger or consolidation, unless the Borrower is the surviving entity, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its

60

business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, any substantial part of the business or property of the Borrower and its Subsidiaries, taken as a whole, whether now or hereafter acquired, hold an interest in any subsidiary which is not controlled by the Borrower or the General Partner or enter into other business lines, without the prior written consent of the Administrative Agent, which consent shall not be given unless the Required Banks so consent.

(b)The Borrower shall not amend its articles of incorporation, by-laws or agreement of limited partnership, as applicable, in any material respect which is reasonably likely to have an adverse effect on the Banks, without the Administrative Agent’s consent, which shall not be unreasonably withheld or delayed.

Section 5.10Changes in Business. The Borrower shall not enter into any business which is substantially different from that conducted by the Borrower on the Closing Date after giving effect to the transactions contemplated by the Loan Documents.

Section 5.11Sale of Unencumbered Asset Pool Properties. Concurrent with the sale or transfer of any Unencumbered Asset Pool Property that exceeds fifteen percent (15%) of the Unencumbered Asset Pool Properties Value, the Borrower shall (i) deliver written notice to the Administrative Agent, (ii) deliver to the Administrative Agent a certificate from its chief financial officer, chief accounting officer, vice president or other duly authorized officer certifying that at the time of such sale or other disposal (based on pro-forma calculations for the previous period assuming that such Unencumbered Asset Pool Property was not a Unencumbered Asset Pool Property for the relevant period) all of the covenants contained in Section 5.8 are and after giving effect to the transaction shall continue to be true and accurate in all respects, and (iii) pay to the Administrative Agent an amount equal to that, if any, required pursuant to Section 2.10(a). In the event that a Separate Parcel that originally formed a part of a Unencumbered Asset Pool Property is to be sold or transferred, the value of the remaining portion of the Unencumbered Asset Pool Property will be determined by Administrative Agent at the time of sale or transfer in its sole discretion.

Section 5.12Fiscal Year; Fiscal Quarter. The Borrower shall not change its fiscal year or any of its fiscal quarters without the Administrative Agent’s prior written consent, which consent shall not be unreasonably withheld or delayed.

Section 5.13Margin Stock. None of the proceeds of the Loans will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock.

Section 5.14Use of Proceeds. The Borrower shall use the proceeds of the Loans for its general business purposes. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. The Borrower will not request any Borrowing, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing (A) 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 any Anti-Corruption Laws, (B) for the purpose of funding,

61

financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Section 5.15General Partner Status. The General Partner shall at all times (i) maintain its status as a self-directed and self-administered REIT, and (ii) remain a publicly traded company listed on the New York Stock Exchange.

Section 5.16Specified Unencumbered Real Property Assets. The Borrower shall not amend, modify or assign any documentation relating to the Specified Unencumbered Real Property Assets (including documentation relating to the intercompany debt) in a manner that is reasonably likely to have a material adverse effect on the Banks without the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed.

ARTICLE VI

DEFAULTS

Section 6.1Events of Default. Each of the following shall constitute an event of default under this Agreement (an “Event of Default”):

(a)(i) the Borrower shall fail to pay when due any principal of any Loan, or (ii) the Borrower shall fail to pay when due any interest on any Loan, any fees or any amounts payable hereunder within three (3) Business Days after the same is due;

(b)the Borrower shall fail to observe or perform any covenant contained in Section 5.7(a) (with respect to the Borrower’s existence) or Sections 5.8 to 5.16, inclusive, subject to any applicable grace periods set forth therein;

(c)the Borrower shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) for 30 days after written notice thereof has been given to the Borrower by the Administrative Agent;

(d)any representation, warranty, certification or statement made by the Borrower in this Agreement or in any certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made);

(e)the Borrower, the General Partner or any Material Subsidiary shall default in the payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any amount owing in respect of any Recourse Debt or Debt guaranteed by the Borrower, the General Partner or such Material Subsidiary (other than the Obligations) in an aggregate principal amount of more than $50,000,000 and such default shall continue beyond the giving of any required notice and the expiration of any applicable grace period (as the same may be extended by the applicable lender) and such default shall not be waived by the applicable lender (which waiver shall serve to reinstate the applicable loan), or the Borrower, the General Partner or any Material Subsidiary shall default in the performance or observance of any obligation or condition with respect to any such Debt or any other event shall occur or condition exist beyond

62

the giving of any required notice and the expiration of any applicable grace period (as the same may be extended by the applicable lender), if in any such case as a result of such default, event or condition, the lender (including the holder or holders thereof, or any trustee or agent for such holders) of any such Debt shall accelerate the maturity of any such Debt or shall be permitted (without any further requirement of notice or lapse of time), to accelerate the maturity of any such Debt, and such default shall not be waived by the applicable lender (which waiver shall serve to reinstate the applicable loan), or any such Debt shall become or be declared to be due and payable prior to its stated maturity other than as a result of a regularly scheduled payment;

(f)the Borrower, the General Partner or any Material Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing;

(g)an involuntary case or other proceeding shall be commenced against the Borrower, the General Partner or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Borrower, the General Partner or any Material Subsidiary under the federal bankruptcy laws as now or hereafter in effect;

(h)the Borrower shall default in its obligations under any Loan Document other than this Agreement beyond any applicable notice and grace periods;

(i)the General Partner shall default in its obligations under the Guaranty beyond any applicable notice and grace periods;

(j)any member of the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $50,000,000 which it shall have become liable to pay in any fiscal year under Title IV of ERISA, or notice of intent to terminate a Material Plan shall be filed under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing, or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan, or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated, or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more members of the ERISA Group to incur a current payment obligation in excess of $50,000,000;

63

(k)one or more final nonappealable judgments or decrees in an aggregate amount of $50,000,000 as of such date shall be entered by a court or courts of competent jurisdiction against the Borrower or the General Partner (other than any judgment as to which, and only to the extent, a reputable insurance company has acknowledged coverage of such claim in writing) and (i) any such judgments or decrees shall not be stayed, discharged, paid, bonded or vacated within thirty (30) days (or bonded, vacated or satisfied within thirty (30) after any stay is lifted) or (ii) enforcement proceedings shall be commenced by any creditor on any such judgments or decrees;

(l)(i) any Environmental Claim shall have been asserted against the Borrower or any Environmental Affiliate, (ii) any release, emission, discharge or disposal of any Material of Environmental Concern shall have occurred, and such event is reasonably likely to form the basis of an Environmental Claim against the Borrower or any Environmental Affiliate, or (iii) the Borrower or the Environmental Affiliates shall have failed to obtain any Environmental Approval necessary for the ownership, or operation of its business, property or assets or any such Environmental Approval shall be revoked, terminated, or otherwise cease to be in full force and effect, in the case of clauses (i), (ii) or (iii) above, if the existence of such condition has had or is reasonably likely to have a Material Adverse Effect;

(m)(i) during any consecutive twenty-four (24) month period commencing on or after the date hereof, individuals who at the beginning of such period constituted the Board of Directors of the General Partner of the Borrower (together with any new directors whose election by the Board of Directors or whose nomination for election by the General Partner stockholders was approved by a vote of at least a majority of the members of the Board of Directors then in the office who either were members of the Board of Directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of the Board of Directors then in office, except for any such change resulting from (x) death or disability of any such member, (y) satisfaction of any requirement for the majority of the members of the Board of Directors of the General Partner to qualify under applicable law as independent directors, or (z) the replacement of any member of the Board of Directors who is an officer or employee of the General Partner with any other officer or employee of the General Partner or its Affiliate; (ii) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) of equity interests representing more than thirty-five percent (35%) of the aggregate ordinary voting power represented by the issued and outstanding equity interests of the General Partner; (iii) the General Partner (or a wholly-owned subsidiary thereof) ceases to be the sole general partner of the Borrower; or (iv) the General Partner ceases to own, directly or indirectly, at least sixty percent (60%) of the equity interests in the Borrower having the power to vote on matters relating to the management of the Borrower;

(n)the General Partner shall cease at any time to qualify as a REIT; and

(o)at any time, for any reason, the Borrower or the General Partner seeks to repudiate its obligations under any Loan Document.

64

Section 6.2Rights and Remedies. (a) Upon the occurrence of any Event of Default described in Sections 6.1(f) or (g), the Commitments shall automatically terminate and the unpaid principal amount of, and any and all accrued interest on, the Loans and any and all accrued fees and other Obligations hereunder shall automatically become immediately due and payable, with all additional interest from time to time accrued thereon and without presentment, demand, or protest or other notices or requirements of any kind (including, without limitation, valuation and appraisement, diligence, presentment, notice of intent to demand or accelerate and notice of acceleration), all of which are hereby expressly waived by the Borrower; and upon the occurrence and during the continuance of any other Event of Default, the Administrative Agent may, and at the request of the Required Banks shall, exercise any of its rights and remedies hereunder and by written notice to the Borrower, declare the Commitment(s) of each Bank to make Loans to be terminated whereupon the same shall forthwith terminate, declare the unpaid principal amount of and any and all accrued and unpaid interest on the Loans and any and all accrued fees and other Obligations hereunder to be, and the same shall thereupon be, immediately due and payable with all additional interest from time to time accrued thereon and without presentation, demand, or protest or other requirements of any kind other than as provided in the Loan Documents (including, without limitation, valuation and appraisement, diligence, presentment, and notice of intent to demand or accelerate), all of which are hereby expressly waived by the Borrower.

(b)Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default other than any Event of Default described in Sections 6.1(f) or (g), the Administrative Agent shall not exercise any of its rights and remedies hereunder nor declare the unpaid principal amount of and any and all accrued and unpaid interest on the Loans and any and all accrued fees and other Obligations hereunder to be immediately due and payable, until such time as the Administrative Agent shall have delivered a notice to the Banks specifying the Event of Default which has occurred and whether Administrative Agent recommends the acceleration of the Obligations due hereunder or the exercise of other remedies hereunder. The Banks shall notify the Administrative Agent if they approve or disapprove of the acceleration of the Obligations due hereunder or the exercise of such other remedy recommended by Administrative Agent within five (5) Business Days after receipt of such notice. If any Bank shall not respond within such five (5) Business Day period, then such Bank shall be deemed to have accepted Administrative Agent’s recommendation for acceleration of the Obligations due hereunder or the exercise of such other remedy. Regardless of the Administrative Agent’s recommendation, if the Required Banks shall approve the acceleration of the Obligations due hereunder or the exercise of such other remedy, then Administrative Agent shall declare the Commitment(s) of each Bank to make Loans to be terminated whereupon the same shall forthwith terminate and declare the unpaid principal amount of and any and all accrued and unpaid interest on the Loans and any and all accrued fees and other Obligations hereunder to be immediately due and payable or exercise such other remedy approved by the Required Banks. If the Required Banks shall neither approve nor disapprove the acceleration of the Obligations due hereunder or such other remedy recommended by Administrative Agent, then Administrative Agent may accelerate the Obligations due hereunder or exercise any of its rights and remedies hereunder in its sole discretion. If the Required Banks shall disapprove the acceleration of the Obligations due hereunder or the exercise of such other remedy recommended by Administrative Agent, but approve of another remedy, then to the extent permitted hereunder, Administrative Agent shall exercise such remedy. In the event the Administrative Agent exercises any remedy provided in any of the Loan Documents, the Administrative Agent shall act as a collateral agent for the Banks.

65

(c)Notwithstanding the foregoing, if in Administrative Agent’s sole judgment, immediate action is required after an Event of Default has occurred to prevent loss to the Banks, the Administrative Agent may exercise any of its rights and remedies pursuant to this Agreement, including, without limitation, acceleration of the Obligations hereunder, without the prior consent of the Required Banks provided that the Administrative Agent has notified the Banks of its intention so to exercise such rights and remedies and within 48 hours (such hours being counted only on Business Days) thereafter the Required Banks have not instructed the Administrative Agent to the contrary.

Section 6.3Notice of Default. If the Administrative Agent shall not already have given any notice to the Borrower under Section 6.1, the Administrative Agent shall give notice to the Borrower under Section 6.1 promptly upon being requested to do so by the Required Banks and shall thereupon notify all the Banks thereof.

ARTICLE VII

THE ADMINISTRATIVE AGENT

Section 7.1Appointment and Authorization. Each Bank irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with all such powers as are reasonably incidental thereto. Except as otherwise expressly permitted by this Agreement or with the prior written consent of the Administrative Agent, only the Administrative Agent (and not one or more of the Banks) shall have the authority to deal directly with the Borrower under this Agreement and each Bank acknowledges that all notices, demands or requests from such Bank to Borrower must be forwarded to the Administrative Agent for delivery to the Borrower. Each Bank acknowledges that, except as otherwise expressly set forth in this Agreement, the Borrower has no obligation to act or refrain from acting on instructions or demands of one or more Banks absent written instructions from Administrative Agent in accordance with its rights and authority hereunder. Without limiting the foregoing, each Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents. The provisions of this Article are solely for the benefit of the Administrative Agent and the Banks, and, except solely to the extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article, none of the Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any such provisions.

Section 7.2Administrative Agent and Affiliates. JPMorgan Chase Bank, N.A. shall have the same rights and powers under this Agreement as any other Bank and may exercise or refrain from exercising the same as though it were not the Administrative Agent, and JPMorgan Chase Bank, N.A. and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any subsidiary or Affiliate of the Borrower as if it were not the Administrative Agent hereunder, and the term “Bank” and “Banks” shall include JPMorgan Chase Bank, N.A. in its individual capacity.

66

Section 7.3Action by Administrative Agent. (a) The obligations of the Administrative Agent hereunder are only those expressly set forth herein and its duties are entirely mechanical and administrative in nature. In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Banks. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action with respect to any Default, except as expressly provided in Article VI. The Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Bank other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Bank agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby.

(b)The Administrative Agent shall promptly forward, or make available by Intralinks or other internet access system, to each Bank tangible or electronic copies, or notify (in writing or electronically and, if electronically, the Administrative Agent will also transmit a fax indicating that the information in question is being transmitted electronically) each Bank as to the contents, of all notices, financial statements and other significant materials and communications received from the Borrower pursuant to the terms of this Agreement or any other Loan Document and, in the event that the Borrower fails to pay when due the principal of or interest on any Loan, the Administrative Agent shall promptly give notice thereof to the Banks. As to any matters not expressly provided for by the Loan Documents, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Banks, and such instructions shall be binding upon all the Banks; provided, however, that the Administrative Agent shall not be required to take any action that (i) exposes the Administrative Agent to personal liability or that is contrary to this Agreement or applicable law or (ii) the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Banks with respect to such action. If the Borrower shall have made any payment of principal of and interest on the Loans or any other amount due hereunder in accordance with Article II hereof and the Administrative Agent shall not have distributed to each Bank its proper share of such payment on the date on which such payment shall be received (other than as a result of any shutdown of or disturbance in any payment system or any other event or circumstance beyond the reasonable control of the Administrative Agent), then the Administrative Agent shall pay such proper share to such Bank together with interest thereon at the Federal Funds Rate for each day from the date such payment shall have been received from the Borrower until the date such amount is paid by the Administrative Agent to such Bank. If any Bank transfers funds to the Administrative Agent in anticipation of the making of a Loan that is subsequently not made, then the Administrative Agent agrees to repay such funds to such Bank upon the receipt of a notice from such Bank requesting the repayment of such funds, together with interest thereon at the Federal Funds Rate for each day from the date which is the day upon which Administrative Agent shall have received

67

a notice from such bank requesting the repayment of such funds until the date such amount is paid by the Administrative Agent to such Bank.

Section 7.4Consultation with Experts. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.

Section 7.5Liability of Administrative Agent; Erroneous Payments. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Banks (or such other number or percentage of the Banks as shall be necessary under the circumstances as provided in this Agreement), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. Neither the Administrative Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks or, where required by the terms of this Agreement, all of the Banks, or (ii) in the absence of its own gross negligence or willful misconduct (such absence to be presumed unless otherwise as determined by a court of competent jurisdiction in a final and non-appealable judgment. Except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall be deemed not to have knowledge of any Default (other than a Default under Section 6.1(a) with respect to the payment of principal, interest, or ticking fees) unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Bank. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder or the contents of any report or certificate delivered hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower; (iii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to the Administrative Agent; (iv) the validity, effectiveness or genuineness of this Agreement, the other Loan Documents or any other instrument or writing furnished in connection herewith (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page) or for any failure of the Borrower or the General Partner to perform its obligations hereunder or thereunder; or (v) the contents of any certificate, report or other document delivered hereunder or in connection herewith. The Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory note has been assigned in accordance with Section 9.6, (ii) may rely on the Register to

68

the extent set forth in Section 9.6(g), (iii) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties or representations made by or on behalf of the Borrower in connection with this Agreement or any other Loan Document, (iv) in determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Bank, may presume that such condition is satisfactory to such Bank unless the Administrative Agent shall have received notice to the contrary from such Bank sufficiently in advance of the making of such Loan and (v) shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any notice, consent, certificate or other instrument or writing (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).

(b)(i)    Each Bank hereby agrees that (x) if the Administrative Agent notifies such Bank that the Administrative Agent has determined in its sole discretion that any funds received by such Bank from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Bank (whether or not known to such Bank), and demands the return of such Payment (or a portion thereof), such Bank shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Bank to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Bank shall not assert, and hereby waives, as to the Administrative Agent, 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 Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Bank under this Section 7.5(b) shall be conclusive, absent manifest error.

ii.Each Bank hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Bank agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Bank shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Bank to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate

69

determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

(iii)The Borrower hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered from any Bank that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Bank with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower.

(iv)Each party’s obligations under this Section 7.5(b) shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Bank, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Loan Document.

Section 7.6Indemnification. Each Bank shall, ratably in accordance with its Aggregate Exposure Percentage, indemnify the Administrative Agent, their Affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct as finally determined by a court of competent jurisdiction) that such indemnitees may suffer or incur as a result of, or in connection with, the Administrative Agent’s capacity as Administrative Agent in connection with this Agreement, the other Loan Documents or any action taken or omitted by such indemnitees in accordance with this Agreement, including any amounts that the Borrower fails to pay under Section 9.3(a).

Section 7.7Credit Decision. Each Bank acknowledges and agrees that the extensions of credit made hereunder are commercial loans and not investments in a business enterprise or securities. Each Bank further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the Administrative Agent, any arranger of this credit facility or any other Bank and their respective 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 as a Bank, and to make, acquire or hold Loans hereunder. Each Bank shall, independently and without reliance upon the Administrative Agent, any arranger of this credit facility or any other Bank and their respective Related Parties and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) 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 related agreement or any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a Bank or assign or otherwise transfer its rights, interests and obligations hereunder. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.

70

Section 7.8Successor Administrative Agent. The Administrative Agent may resign at any time by giving notice thereof to the Banks and the Borrower. In addition, if the Administrative Agent at any time shall have been determined to have committed gross negligence or willful misconduct by a court of competent jurisdiction in a final and non-appealable judgment in connection with its performance of its duties as Administrative Agent hereunder or if the Commitment and Loans of the Administrative Agent, in its capacity as a Bank, inclusive of participations, shall be less than $10,000,000, then, upon notice from the Required Banks, the Administrative Agent shall resign. Upon any such resignation, the Required Banks shall have the right to appoint a successor Administrative Agent with the consent of the Borrower (which consent will not be unreasonably withheld or delayed and each Bank and its Affiliates shall be deemed approved); provided that the consent of the Borrower shall not be required if an Event of Default shall have occurred and be continuing. If no successor Administrative Agent shall have been so appointed by the Required Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, with the reasonable approval of the Borrower provided that no Event of Default shall have occurred and be outstanding, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000, total assets of at least $25,000,000,000 and a long-term senior unsecured indebtedness rating of BBB+ or better by S&P (if rated by S&P) and Baa1 by Moody’s (if rated by Moody’s). Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder first accruing or arising after the effective date of such retirement. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent.

Section 7.9Administrative Agent’s Fee. The Borrower shall pay to the Administrative Agent for its own account fees in the amounts and at the times previously agreed upon between the Borrower and the Administrative Agent.

Section 7.10Copies of Notices. The Administrative Agent shall deliver to each Bank a copy of any notice sent to the Borrower by the Administrative Agent in connection with the performance of its duties as the Administrative Agent hereunder; and the Administrative Agent shall deliver to each Bank a copy of any notice sent to the Administrative Agent by the Borrower in connection with any Default or Event of Default hereunder.

Section 7.11Sub-Agents. The Administrative Agent may perform any and all of its duties and exercise its rights and powers 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 through their respective Related Parties. The exculpatory provisions of the preceding paragraphs 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.

71

Section 7.12No Duties. None of any Syndication Agent, any Co-Documentation Agent, Joint Bookrunner or any Joint Lead Arranger shall have obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons shall have the benefit of the indemnities provided for hereunder.

Section 7.13Certain ERISA Matters. (a) Each Bank (x) represents and warrants, as of the date such Person became a Bank party hereto, to, and (y) covenants, from the date such Person became a Bank party hereto to the date such Person ceases being a Bank party hereto, for the benefit of, the Administrative Agent, each Joint Bookrunner and each Joint Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or the General Partner, that at least one of the following is and will be true:

(i)such Bank is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection with the Loans or the Commitments,

(ii)the 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 with respect to such Bank’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement,

(iii)(A) such Bank 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 Bank to enter into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, 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 Bank, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Bank’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement, or

(iii)such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Bank.

(b)In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Bank or such Bank has provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Bank further (x) represents and warrants, as of the date such Person became a Bank party hereto, to, and (y) covenants, from the date such Person became a Bank party hereto to the date such Person ceases being a Bank party hereto, for the benefit of, the Administrative Agent, each Joint Bookrunner,

72

and each Joint Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or the General Partner, that none of the Administrative Agent, any Joint Bookrunner or any Joint Lead Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Bank (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 to hereto or thereto).

(c)The Administrative Agent and each Joint Lead Arranger hereby informs the Banks that each such Person is not undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Commitments, this Agreement and any other Loan Documents (ii) may recognize a gain if it extended the Loans or the Commitments for an amount less than the amount being paid for an interest in the Loans or the Commitments by such Bank or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

ARTICLE VIII

CHANGE IN CIRCUMSTANCES

Section 8.1Alternate Rate of Interest. (a) Subject to clauses (b), (c), (d), (e) and (f) of this Section 8.1, if:

(i)the Administrative Agent determines (which determination shall be conclusive absent manifest error) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate or the Term SOFR Rate (including because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period; or

(ii)the Administrative Agent is advised by the Required Banks that prior to the commencement of any Interest Period for a Term Benchmark Borrowing, the Adjusted Term SOFR Rate for such Interest Period will not adequately and fairly reflect the cost to such Banks (or Bank) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Banks by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower and the Banks that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Notice of Interest Rate Election in accordance with the terms of Section 2.15 or a new Notice

73

of Committed Borrowing in accordance with the terms of Section 2.2, any Notice of Interest Rate Election that requests the conversion of any Loan to, or continuation of any Loan as, a Term Benchmark Loan and any Notice of Committed Borrowing that requests a Term Benchmark Loan shall instead be deemed to be a Notice of Interest Rate Election or a Notice of Committed Borrowing, as applicable, for a Base Rate Loan. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 8.1(a) with respect to a Relevant Rate applicable to such Term Benchmark Loan, then until (x) the Administrative Agent notifies the Borrower and the Banks that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Notice of Interest Rate Election in accordance with the terms of Section 2.15 or a new Notice of Committed Borrowing in accordance with the terms of Section 2.2, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan, be converted by the Administrative Agent to, and shall constitute a Base Rate Loan on such day.

(b)Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Banks comprising the Required Banks.

(c)Notwithstanding anything to the contrary herein or in any other Loan Document, the Administrative Agent will have the right 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 or any other Loan Document.

(d)The Administrative Agent will promptly notify the Borrower and the Banks of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Bank (or group of Banks) pursuant to this Section 8.1, 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 or any selection, 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 to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 8.1.

74

(e)Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate) 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 or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” 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 or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(f)Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Term Benchmark Loan of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any request for a Term Benchmark Loan into a request for a borrowing of or conversion to a Base Rate Loan. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 8.1, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan be converted by the Administrative Agent to, and shall constitute a Base Rate Loan on such date.

Section 8.2Illegality. If, after the date of this Agreement, the adoption of any applicable law, rule or regulation, or any change in any existing applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for any Bank (or its Applicable Lending Office) to make, maintain or fund its Term Benchmark Loans, and such Bank shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Banks and the Borrower, whereupon until such Bank notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Bank to make or convert Term Benchmark Loans shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section, such Bank shall designate a different Applicable Lending Office if such designation will avoid the need for giving such notice and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank shall determine that it may not lawfully continue to maintain and fund any of its outstanding Term Benchmark

75

Loans to maturity and shall so specify in such notice, the Borrower shall immediately convert the outstanding principal amount of such Term Benchmark Loan to a Base Rate Loan (on which interest and principal shall be payable contemporaneously with the related Term Benchmark Loans of the other Banks).

Section 8.3Increased Cost and Reduced Return.

(a)If, after the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans, the adoption or taking effect of any applicable law, rule, treaty or regulation, or any change in any applicable law, rule, directive, decision, treaty or regulation, or any change in the interpretation, re-interpretation, application or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof (“Change in Law”), or compliance by any Bank (or its Applicable Lending Office) with any request, decision or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, liquidity, insurance charge or assessment, or similar requirement (including any compulsory loan requirement) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the applicable offshore interbank market any other condition, cost or expenses (other than Taxes) affecting its Loans, its Notes, or its obligation to make Loans or subject any Recipient 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, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making, continuing, converting or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes with respect thereto or to reduce the amount of any sum received or receivable by such Bank hereunder (whether of principal, interest or otherwise), by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), which demand shall be accompanied by a certificate showing, in reasonable detail, the calculation of such amount or amounts, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. For purposes hereof, all requests, rules, guidelines or directives in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act shall be deemed to be a change after the date hereof, regardless of the date enacted, implemented, adopted or issued and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities or foreign regulatory authorities, in each case pursuant to Basel III shall be deemed to be such a change regardless of the date adopted, issued, promulgated or implemented (each a “Regulatory Change”), provided, however, that if the applicable Bank shall have implemented changes prior to the Closing Date in response to any such requests, rules, guidelines or directives, then the same shall not be deemed to be a change after the date hereof with respect to such Bank.

76

(b)If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital or liquidity requirements, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, including any Regulatory Change, has or would have the effect of reducing the rate of return on capital of such Bank (or its Parent) as a consequence of such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital or liquidity requirements) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Administrative Agent), which demand shall be accompanied by a certificate showing, in reasonable detail, the calculation of such amount or amounts, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction.

(c)Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section (although failure or delay on the part of any Bank to provide such notice or to demand compensation pursuant to this Section, after receiving notice of increased cost or reduced rate of return, shall not constitute a waiver of such Bank’s right to demand such compensation unless such failure materially prejudices Borrower’s rights hereunder) and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Section 8.4Taxes.

(a)Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 8.4) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b)Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.

77

(c)Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 8.4, the Borrower 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.

(d)Indemnification by the Borrower. Without duplication of Sections 8.4(a) or (b) above, the Borrower shall indemnify each Recipient, 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) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient 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 Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Bank, shall be conclusive absent manifest error. The Administrative Agent shall reasonably cooperate, at its sole discretion and at no cost to the Administrative Agent or the Banks, with efforts by Borrower to recover any Taxes or Other Taxes which Borrower reasonably believes were incorrectly or illegally imposed.

(e)Indemnification by the Banks. Each Bank shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Bank (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Bank’s failure to comply with the provisions of Section 9.6(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Bank, in each case, that are payable or paid by the Administrative Agent 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 Bank by the Administrative Agent shall be conclusive absent manifest error. Each Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Bank under any Loan Document or otherwise payable by the Administrative Agent to the Bank from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f)Status of Banks. (i) Any Recipient 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 Recipient, 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 Administrati    ve Agent to determine whether or not such Recipient is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the

78

completion, execution and submission of such documentation (other than such documentation set forth in Section 8.4(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.

(ii)Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,

(A)    the Administrative Agent, any sub-agent and any Bank 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 becomes the Administrative Agent under this Agreement or such Bank becomes a Bank under this Agreement, as applicable, (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 Administrative Agent, sub-agent or Bank, as applicable is exempt from U.S. federal backup withholding tax;

(B)    any Foreign Bank 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 Bank becomes a Bank 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:

(1)in the case of a Foreign Bank 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 or IRS Form W-8BEN-E (or applicable successor form) establishing an exemption from, or reduction of, U.S. 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 or IRS Form W-8BEN-E (or applicable successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)executed copies of IRS Form W-8ECI;

(3)in the case of a Foreign Bank 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 E-1 to the effect that such Foreign Bank 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 or IRS Form W-8BEN-E (or applicable successor form); or

79

(4)to the extent a Foreign Bank is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable successor form), a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-2 or Exhibit E-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of such Foreign Bank are claiming the portfolio interest exemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-4 on behalf of each such direct and indirect partner;

(C)    any Foreign Bank 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 Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. 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;

(D)    if a payment made to a Recipient or any sub-agent under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient or sub-agent 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), such Recipient or sub-agent 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 such Recipient or sub-agent has complied with such Recipient’s or sub-agent’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; and

(E)    if the Administrative Agent or sub-agent is not a U.S. Person, the Administrative Agent and sub-agent (and any assignee or successor) will deliver to the Borrower on or prior to the execution and delivery of this Agreement (or, assignment or succession, if applicable), two executed copies of IRS Form W-8ECI with respect to any amounts payable to the Administrative Agent or sub-agent, as applicable, for its own account and two duly completed copies of IRS Form W-8IMY (certifying that it is either a “qualified intermediary” or a “U.S. branch”) for the amounts the Administrative Agent or sub-agent, as applicable, receives for the account of others, with the effect that the Borrower can make payments to the

80

Administrative Agent or sub-agent, as applicable, without deduction or withholding of any taxes imposed by the United States.

Each Recipient or sub-agent agrees that if any form or certification it previously delivered 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.

(g)Treatment of Certain Refunds. If any party 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 pursuant to this Section 8.4 (including by the payment of additional amounts pursuant to this Section 8.4), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 8.4 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). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party 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 paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h)Survival. Each party’s obligations under this Section 8.4 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

(i)Defined Terms. For purposes of this Section 8.4, the term “applicable law” includes FATCA.

Section 8.5Base Rate Loans Substituted for Affected Term Benchmark Loans. If (i) the obligation of any Bank to make, or convert outstanding Loans to, Term Benchmark Loans has been suspended pursuant to Sections 8.1 or 8.2 or (ii) any Bank has demanded compensation under Section 8.3 or 8.4 with respect to its Term Benchmark Loans and the Borrower shall, by at least five (5) Business Days’ prior notice to such Bank through the Administrative Agent, have elected that the provisions of this Section shall apply to such Bank, then, unless and until such Bank notifies the Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist:

81

(a)all Loans which would otherwise be made by such Bank as Term Benchmark Loans shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Term Benchmark Loans of the other Banks), and

(II)after each of its Term Benchmark Loans has been repaid, all payments of principal which would otherwise be applied to repay such Term Benchmark Loans shall be applied to repay its Base Rate Loans instead.

Section 8.6[Reserved].

Section 8.7Mitigation Obligations; Replacement of Banks. (a) If any Bank requests compensation under Section 8.3, or if the Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 8.4, then such Bank 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 Bank, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 8.3 or 8.4, as the case may be, in the future and (ii) would not subject such Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Bank. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Bank in connection with any such designation or assignment.

(b)If (w) any Bank is unable to make, maintain or fund its Term Benchmark Loans pursuant to Section 8.2 for a period of ten (10) consecutive days, or (x) any Bank requests compensation under Section 8.3, or if the Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 8.4, or (y) if any Bank becomes a Defaulting Lender, or (z) any Bank has refused to consent to any proposed amendment, modification, waiver, termination or consent with respect to any provision of this Agreement or any other Loan Document that, pursuant to Section 9.5, requires the consent of all Banks or of all Banks affected thereby and with respect to which Banks constituting the Required Banks have consented to such proposed amendment, modification, waiver, termination or consent, then the Borrower may, at its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld or delayed, (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, 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 8.3 or payments required to be made pursuant to Section 8.4, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any such assignment resulting from a Bank’s refusal to consent to a proposed amendment, modification, waiver, termination or consent, the assignee shall approve the proposed amendment, modification, waiver, termination or consent. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by

82

such Bank or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

ARTICLE IX

MISCELLANEOUS

Section 9.1Notices. (a) All notices, requests and other communications to any party hereunder shall be in writing (including bank wire, electronic mail, facsimile transmission or similar writing) and shall be given to such party: (v) in the case of the Borrower or the Administrative Agent, at its address, electronic mail or telecopy number set forth on the signature pages hereof, and in the case of the Administrative Agent, to JPMorgan Chase Bank, N.A., 500 Stanton Christiana Road, NCC5/1st Floor, Newark, DE 19713, Attention: Loan & Agency Services Group, Telephone: (302) 634-8712, Email: benjamin.outten@chase.com; Agency Withholding Tax Inquires: Email: agency.tax.reporting@jpmorgan.com; Agency Compliance/Financials/Intralinks: Email: covenant.compliance@jpmchase.com, with a copy to: JPMorgan Chase Bank, N.A., 8181 Communications Pkwy, Plano, TX 75024, Attention: Cody Canafax, Telephone: (972) 324-5152, and to Morgan, Lewis & Bockius LLP, One Federal Street, Boston, Massachusetts 02110, Attention: Stephen Miklus, Esq., Telephone: (617) 951-8364, Telecopy: (617) 951-8736, (x) in the case of any Bank, at its address, electronic mail or telecopy number set forth on the signature pages hereof or in its Administrative Questionnaire or (y) in the case of any party, such other address, electronic mail or telecopy number as such party may hereafter specify for the purpose by notice to the Administrative Agent, the Banks and the Borrower. Each such notice, request or other communication shall be effective (i) if given by telecopy, when such telecopy is transmitted to the telecopy number specified in this Section, (ii) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (iii) if given by any other means, when delivered at the address specified in this Section; provided that notices to the Administrative Agent under Article II or Article VIII shall not be effective until received.

(b)Notices and other communications to the Banks hereunder may be delivered or furnished by electronic communications (including the Electronic Systems) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Bank. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), 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; provided that, for both clauses (i) and (ii) above, if such notice, email or other

83

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.

(c)Any party hereto may change its address, electronic mail or telecopy number for notices and other communications hereunder by notice to the other parties hereto.

(d)Electronic Systems.

(i)Each Credit Party agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Banks by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System.

(ii)Any Electronic System used by the Administrative Agent and the Communications are provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy or completeness of the Communications or the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, 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 Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower or the other Credit Parties, any Bank, or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s, any Credit Party’s or the Administrative Agent’s transmission of communications through an Electronic System. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Credit Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent or any Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

(iii)Although the Electronic System and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Closing Date, a user ID/password authorization system) and the Electronic System is secured through a per-deal authorization method whereby each user may access the Electronic System only on a deal-by-deal basis, each of the Banks and the Borrower acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the representatives or contacts of any Bank that are added to the Electronic System, and that there may be confidentiality and other risks associated with such distribution. Each of the Banks and the Borrower hereby approves distribution of the Communications through the Electronic System and understands and assumes the risks of such distribution.

84

(iv)Each Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to the Electronic System shall constitute effective delivery of the Communications to such Bank for purposes of the Loan Documents. Each Bank agrees (i) to notify the Administrative Agent in writing (which could be in the form of electronic communication) from time to time of such Bank’s email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.

(v)Each of the Banks and the Borrower agrees that the Administrative Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Communications on the Electronic System in accordance with the Administrative Agent’s generally applicable document retention procedures and policies.

(vi)Nothing herein shall prejudice the right of the Administrative Agent or any Bank to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

Section 9.2No Waivers. No failure or delay by the Administrative Agent or any Bank in exercising any right, power or privilege hereunder or under any Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 9.3Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent (including, without limitation, reasonable fees and disbursements of special counsel to the Administrative Agent, local counsel for the Administrative Agent, and travel, site visits, third party reports (including appraisals), mortgage recording taxes, environmental and engineering expenses), in connection with the preparation and administration of this Agreement, the Loan Documents and the documents and instruments referred to therein, the syndication of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bank, including, without limitation, reasonable fees and disbursements of counsel for the Administrative Agent and each Bank, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom, including all such expenses incurred during any workout or restructuring; provided, however, that in no event shall the Borrower be required to pay for the attorneys’ fees and disbursements of more than one counsel to the Administrative Agent and the Banks unless there is a legal conflict of interest.

(b)The Borrower agrees to indemnify the Administrative Agent and each Bank, the Joint Lead Arrangers, their respective Affiliates and the respective directors, officers, agents and employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and related expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel and settlements and settlement costs, that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a

85

result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document (including, without limitation, the Borrower’s actual or proposed use of proceeds of the Loans, whether or not in compliance with the provisions hereof), (ii) any violation by the Borrower or the Environmental Affiliates of any applicable Environmental Law, (iii) any Environmental Claim arising out of the management, use, control, ownership or operation of property or assets by the Borrower or any of the Environmental Affiliates, including, without limitation, all on-site and off-site activities involving Material of Environmental Concern, (iv) the breach of any environmental representation or warranty set forth herein, (v) the grant to the Administrative Agent and the Banks of any Lien in any property or assets of the Borrower or any stock or other equity interest in the Borrower, (vi) the exercise by the Administrative Agent and the Banks of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (vii) any action taken in connection with this Agreement, including, but not limited to, the payment of principal, interest and fees and (viii) any investigative, administrative or judicial proceeding relating to the foregoing (whether or not such Indemnitee shall be designated a party thereto) and whether or not brought by the Borrower, the General Partner or any Affiliate of the Borrower (but excluding in each case, as to any Indemnitee, any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements incurred solely by reason of (w) the gross negligence or willful misconduct of such Indemnitee as finally determined by a court of competent jurisdiction, (x) any investigative, administrative or judicial proceeding imposed or asserted against any Indemnitee by any bank regulatory agency or by any equity holder of such Indemnitee, (y) a claim brought by the Borrower against an Indemnitee for material breach in bad faith of such Indemnitee’s funding obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) a claim not involving an act or omission of the Borrower or the General Partner or any of their subsidiaries and that is brought by an Indemnitee against another Indemnitee (other than against a Joint Bookrunner, a Joint Lead Arranger or the Administrative Agent in their capacities as such). The Borrower’s obligations under this Section shall survive the termination of this Agreement and the payment of the Obligations. This Section 9.3(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Section 9.4Sharing of Set-Offs. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits held for the benefit of third parties, and any other indebtedness at any time held or owing by such Bank (including, without limitation, by branches and agencies of such Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Bank. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Loan or Note held by it, which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest due with

86

respect to any Loan or Note held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Notes held by the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Notes held by the Banks shall be shared by the Banks pro rata; provided that (x) nothing in this Section shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Loans or Notes, (y) the provisions of this Section shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Loans or Commitments to any assignee or participant and (z) the provisions of this Section shall not be construed to apply to any Extension made in accordance with Section 2.19. The Borrower agrees, to the fullest extent that it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Section 9.5Amendments and Waivers. Subject to Section 8.1(b) and (c), any provision of this Agreement (including any of the financial covenants given by the Borrower pursuant to Section 5.8), the Notes or other Loan Documents may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Borrower and the Required Banks, (and, if the rights or duties of the Administrative Agent are affected thereby (including pursuant to Article VII or Section 9.8), by the Administrative Agent; provided that no such amendment or waiver shall (a) increase or decrease the Commitment of any Bank (except for any reduction or termination pursuant to Sections 2.9, 2.11 or 6.2), unless signed by such Bank, (b) reduce the principal of or rate of interest on any Loan or any fees specified herein, unless signed by each Bank affected thereby, (c) except as set forth in Section 2.18, postpone the date fixed for any payment of principal of or interest on any Loan, or any fees hereunder or for any reduction or termination of any Commitment, unless signed by each Bank affected thereby (notwithstanding the foregoing, however, it is agreed that only the consent of the extending Banks shall be required for an Extension in accordance with Section 2.19), (d) release the Guaranty or otherwise release any other collateral, unless signed by each Bank affected thereby, (e) subordinate the Loans to any other Debt, unless signed by each Bank affected thereby, (f) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans or Notes, or the number of Banks, which shall be required for the Banks or any of them to take any action under this Section 9.5 or any other provision of this Agreement, unless signed by each Bank affected thereby, (g) reduce the percentage specified in the definition of Required Banks unless signed by all of the Banks, (h) change Section 2.12(a), Section 2.12(c) or Section 9.4 in a manner that would alter the pro rata sharing of payments required thereby, unless signed by each Bank affected thereby or (i) change this Section 9.5 unless signed by each Bank affected thereby.

If the Administrative Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any

87

further action or consent of any other party to this Agreement. The Administrative Agent shall promptly provide a copy of any such amendment to the Banks.

Section 9.6Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign or otherwise transfer any of its rights under this Agreement or the other Loan Documents without the prior written consent of all Banks (and any attempted assignment or transfer by the Borrower without such consent shall be void).

(b)Any Bank may at any time grant to one or more banks or other entities, other than (x) the Borrower and its Affiliates, (y) a natural person (or holding company, investment vehicle or trust for, or owned or operated for the primary benefit of, a natural person) or (z) a Defaulting Lender (each a “Participant”) participating interests in any or all of its Commitments or any or all of its Loans. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to the Borrower and the Administrative Agent, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in clause (a), (b), (c) or (d) of Section 9.5 without the consent of the Participant. The Borrower agrees that each Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Article VIII with respect to its participating interest (subject to the requirements and limitations therein, including the requirements under Section 8.4(f) (it being understood that the documentation required under Section 8.4(f) shall be delivered to the participating Bank)) to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided that such Participant agrees to be subject to the provisions of Sections 8.7 as if it were an assignee under paragraph (c) of this Section. An assignment or other transfer which is not permitted by subsection (c) or (d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection (b). Each Bank 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 Bank 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 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 Bank 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.

88

(c)Any Bank may at any time assign to one or more Eligible Assignees (each an “Assignee”) all, or a proportionate part of all, of its rights and obligations under this Agreement, the Notes and the other Loan Documents, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption hereto executed by such Assignee and such transferor Bank, with (and subject to) the prior written consent of (x) the Administrative Agent, which consent shall not be unreasonably withheld or delayed; provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan or a Term Loan Commitment to a Bank, an Affiliate of a Bank or an Approved Fund, and (y) provided no Event of Default shall have occurred and be continuing, the Borrower, which consent shall not be unreasonably withheld or delayed, provided further, however, that no such consent by the Borrower shall be required in the case of an assignment to another Bank, an Affiliate of a Bank or an Approved Fund, and the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof. Notwithstanding anything to the contrary contained herein, no Bank may assign or participate its interest to (x) the Borrower and its Affiliates, (y) a natural person (or holding company, investment vehicle or trust for, or owned or operated for the primary benefit of, a natural person) or (z) a Defaulting Lender. Except in the case of an assignment to a Term Loan Bank or an Affiliate of a Term Loan Bank or an assignment of the entire remaining amount of the assigning Term Loan Bank’s Term Loan Commitments or if the Term Loan Commitment Period has ended, such Term Loan Bank’s Term Loans, the amount of the Term Loan Commitments or Term Loans of the assigning Term Loan Bank 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) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement (provided that this clause shall not be construed to prohibit the assignment of a proportionate part of the assigning Bank’s rights and obligations in respect of only one Class of Loans). The assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon execution and delivery (and acceptance and recording in the Register by the Administrative Agent) of such instrument and payment by such Assignee to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Assignee, such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment as set forth in such instrument of assumption, and the transferor Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note or Notes are issued to the Assignee. In connection with any such assignment (except for an assignment by a Bank to its Affiliate), the transferor Bank shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $3,500. The Assignee shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 8.4.

(d)[Reserved].

89

(e)Any Bank may at any time assign or pledge all or any portion of its rights under this Agreement and its Notes to secure obligations of such Bank, including any pledge to a Federal Reserve Bank or other central bank having jurisdiction over such Bank. No such assignment shall release the transferor Bank from its obligations hereunder or substitute any such assignee or pledgee for such Bank as a party hereto.

(f)No Assignee, Participant or other transferee of any Bank’s rights shall be entitled to receive any greater payment under Section 8.3 or 8.4 than such Bank would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Borrower’s prior written consent or, with regard to participations, to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable interest.

(g)The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Banks, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Bank 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 Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior notice.

Section 9.7USA Patriot Act; Beneficial Ownership Regulation. Each Bank hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and the Beneficial Ownership Regulation, 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 Bank to identify the Borrower in accordance with the Patriot Act and the Beneficial Ownership Regulation.

Section 9.8Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Lender, then the following provisions shall apply for so long as such Bank is a Defaulting Lender:

(a)fees shall cease to accrue on the Commitment(s) of such Defaulting Lender pursuant to Section 2.8;

(b)the Term Loan Commitments and Term Loans of such Defaulting Lender shall not be included in determining whether all Banks or the Required Banks have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.5, except that the Defaulting Lender’s consent shall be required in connection with any increase in such Defaulting Lender’s Commitment(s) pursuant to Section 9.5(a), any amendment pursuant to Section 9.5(b) affecting its Loans or pursuant to Section 9.5(z)), provided that any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects

90

such Defaulting Lender differently than other affected Banks shall require the consent of such Defaulting Lender; and

(c)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 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.4 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, 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 determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Banks as a result of any judgment of a court of competent jurisdiction obtained by any Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; fifth, 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 or under any other Loan Document; and sixth, 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 in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Banks pro rata in accordance with the Term Loan Commitments. 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 shall be deemed paid to and redirected by such Defaulting Lender, and each Bank irrevocably consents hereto.

In the event that the Administrative Agent and the Borrower each agrees that a Defaulting Lender has adequately remedied all matters that caused such Bank to be a Defaulting Lender, then on such date such Term Loan Bank shall purchase at par such of the Term Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Term Loan Bank to hold such Term Loans in accordance with its Term Loan Commitment Percentage.

Section 1.9Governing Law; Submission to Jurisdiction.

(a)THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW THAT WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THE STATE OF NEW YORK).

91

(b)Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), 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 the transactions relating hereto or thereto, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may (and any such claims, cross-claims or third party claims brought against the Administrative Agent or any of its Related Parties may only) be heard and determined in such Federal (to the extent permitted by law) or New York State 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 or any Bank may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or the General Partner or its properties in the courts of any jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in this paragraph. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Section 9.10Marshalling; Recapture. Neither the Administrative Agent nor any Bank shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent any Bank receives any payment by or on behalf of the Borrower, which payment or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to the Borrower or its estate, trustee, receiver, custodian or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the Obligation or part thereof which has been paid, reduced or satisfied by the amount so repaid shall be reinstated by the amount so repaid and shall be included within the liabilities of the Borrower to such Bank as of the date such initial payment, reduction or satisfaction occurred.

Section 9.11Counterparts; Integration; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective upon receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto.

Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.1), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that

92

is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Banks shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Bank, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Banks, and the Borrower, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) the Administrative Agent and each of the Banks may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (iv) waives any claim against any of the Administrative Agent, any Joint Lead Arranger, and any Bank, and any Related Party of any of the foregoing for any losses, claims (including intraparty claims), demands, damages or liabilities of any kind arising solely from the Administrative Agent’s and/or any Banks’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any losses, claims (including intraparty claims), demands, damages or liabilities of any kind arising as a result of the failure of the Borrower to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Section 9.12WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED

93

HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY 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 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 9.13Survival. All indemnities set forth herein shall survive the execution and delivery of this Agreement and the other Loan Documents and the making and repayment of the Loans hereunder.

Section 9.14Domicile of Loans. Subject to the provisions of Article VIII, each Bank may transfer and carry its Loans at, to or for the account of any domestic or foreign branch office, subsidiary or Affiliate of such Bank.

Section 9.15Limitation of Liability. No claim may be made by the Borrower or any other Person against the Administrative Agent or any Bank or the Affiliates, directors, officers, employees, attorneys or agent of any of them for any special, indirect consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or by the other Loan Documents, or any act, omission or event occurring in connection therewith; and the Borrower hereby waives, releases and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Section 1.9[Reserved].

Section 9.17Optional Increase in Commitments. (a) At any time prior to the Term Loan Maturity Date, provided no Event of Default shall have occurred and then be continuing, the Borrower may, elect to request the establishment of one or more new term loan commitments (the “New Term Loan Commitments” or the “Incremental Commitments”), by up to an aggregate amount not to exceed $100,000,000 for all Incremental Commitments (so that after giving effect to all Incremental Commitments, the sum of the principal amount of Term Loans made hereunder and pursuant to Section 2.1 plus the unused amount of Term Loan Commitments does not exceed $500,000,000). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that such Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent. Such Incremental Commitments shall be made either by designating a Qualified Institution not theretofore a Bank to become a Bank (such designation to be effective only with the prior written consent of the Administrative Agent, which consent will not be unreasonably withheld) and/or by agreeing with an existing Bank or Banks that such Bank’s Commitment shall be increased, it being understood that no such existing Bank or Banks shall have any obligation to so increase its Commitment). Any arranger for the Incremental Commitments selected by the Borrower shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Banks or other Persons that are Qualified Institutions willing to hold the requested Incremental Commitments; provided that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate

94

amount of $25,000,000, (y) any Bank approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment; provided that the Banks will first be afforded the opportunity to provide the Incremental Commitments on a pro rata basis, and if any Bank so approached fails to respond within such ten (10) Business Day period after its receipt of such request, such Bank shall be deemed to have declined to provide such Incremental Commitments, and (z) any Bank or other Person that is a Qualified Institution (each, a “New Term Loan Bank”) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Borrower and the Administrative Agent (such approval not to be unreasonably withheld or delayed), unless such New Term Loan Bank is an existing Term Loan Bank or an Affiliate of an existing Bank. Upon execution and delivery by the Borrower and such Bank or other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, such existing Bank shall have a Commitment as therein set forth or such Qualified Institution shall become a Bank with a Commitment as therein set forth and all the rights and obligations of a Bank with such a Commitment hereunder; provided that:

(i)the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Banks; and

(ii)the amount of such Incremental Commitments, together with all other Incremental Commitments in the aggregate amount of the Commitments pursuant to this Section 9.17 since the date of this Agreement, does not cause the Term Loan Amount to exceed $500,000,000.

(b)Upon any Incremental Commitments pursuant to this Section 9.17, within five (5) Business Days (in the case of any Base Rate Loans then outstanding) or at the end of the then current Interest Period with respect thereto (in the case of any Term Benchmark Loans then outstanding), as applicable, if necessary, each Bank’s Commitment Percentage shall be recalculated to reflect such Incremental Commitments and the outstanding principal balance of the Loans shall be reallocated among the Banks such that the outstanding principal amount of Loans owed to each Bank shall be equal to such Bank’s Commitment Percentage (as recalculated) thereof. All payments, repayments and other disbursements of funds by the Administrative Agent to Banks shall thereupon and, at all times thereafter be made in accordance with each Bank’s recalculated Commitment Percentage. For purposes hereof, “Qualified Institution” means a Bank, or one or more banks, finance companies, insurance or other financial institutions which (i) (A) has (or, in the case of a bank which is a subsidiary, such bank’s parent has) a rating of its senior debt obligations of not less than Baa-1 by Moody’s or a comparable rating by a rating agency acceptable to the Administrative Agent and (B) has total assets in excess of Ten Billion Dollars ($10,000,000,000), or (ii) is reasonably acceptable to the Administrative Agent.

(c)Subject to the last sentence of this paragraph, the terms and provisions of any New Term Loan Commitments and any New Term Loans shall (a) provide that the maturity date of any New Term Loan that is a separate tranche shall be no earlier than the existing Term Loan Maturity Date and the weighted average life to maturity of such New Term Loans shall not be shorter than the weighted average life to maturity of the existing Term Loans, (b) share ratably in any prepayments of any existing Term Loan Facility, unless the Borrower and the New Term Loan Banks in respect of such New Term Loans elect lesser payments and (c) otherwise be

95

reasonably acceptable to the Administrative Agent and each New Term Loan Bank. Notwithstanding the foregoing, the maturity date of any tranche of New Term Loans that is requested and incurred in connection with an acquisition or investment may be earlier than the any existing Term Loan Maturity Date (which may result in a weighted average life to maturity of such New Term Loans being shorter than the weighted average life to maturity of any existing Term Loans).

(d)[Reserved].

(e)On any Increased Amount Date on which any New Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Bank shall make a Term Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Bank shall become a Bank hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto.

(f)The Administrative Agent shall notify the Banks promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Banks, as applicable.

(g)The effectiveness of any Incremental Commitments and the availability of any Borrowings under any such Incremental Commitments shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and Borrowings and the use of proceeds thereof, (i) no Default or Event of Default has occurred and is continuing (or, solely with respect to any Incremental Commitments requested and incurred in connection with an acquisition or investment, in each case, permitted hereunder, then such condition may be limited to certain specified defaults customary for an acquisition financing; provided, that any such request for Incremental Commitments by the Borrower shall specify that such condition is to apply) and (ii) as of the last day of the most recent calendar quarter for which financial statements have been delivered pursuant to Section 5.1, the Borrower would have been in compliance with the financial covenants set forth in Section 5.8; (y) subject to customary “SunGard” or other “certain funds” conditionality provisions solely with respect to any Incremental Commitments requested and incurred in connection with an acquisition or investment, in each case, permitted hereunder (provided, that any such request for Incremental Commitments by the Borrower shall specify the conditionality provisions that are to apply) the representations and warranties made or deemed made by the Borrower in any Loan Document shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materiality”, “Material Adverse Effect” or a similar qualifier, in which case it shall be true and correct in all respects) on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materiality”, “Material Adverse Effect” or a similar qualifier, in which case it shall be true and correct in all respects) on and as of such earlier date); and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of all corporate or other necessary action taken by the Borrower to authorize such Incremental

96

Commitments; and (ii) a customary opinion of counsel to the Borrower (including in-house opinions in lieu of opinions of outside counsel, which may be in substantially the same form as delivered on the Closing Date), and addressed to the Administrative Agent and the applicable Banks, and (iii) if requested by any Bank, new Notes executed by the Borrower, payable to any new Bank, and replacement Notes executed by the Borrower, payable to any existing Bank.

(h)The Incremental Commitments shall be evidenced pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Loan Banks and the Administrative Agent, and each of which shall be recorded in the Register. Each Additional Credit Extension Amendment may, without the consent of any other Banks, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 9.17.

Section 9.18Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 9.19Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Bank holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Bank in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Rate to the date of repayment, shall have been received by such Bank.

Section 9.20[Reserved].

Section 9.21Confidentiality. Each of the Administrative Agent and the Banks agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, auditors, consultants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and such Persons shall either agree or have a legal obligation to keep such Information confidential), (b) to the extent requested by any regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any

97

assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the prior written consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent or any Bank on a non-confidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Bank on a non-confidential basis prior to disclosure by the Borrower. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Section 9.22No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto.

The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion, unless such other discretion is specified in this Agreement.

In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its Affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the

98

Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

Section 9.23Acknowledgement 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 Affected Financial Institution arising under any Loan Document 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 party hereto 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 entity, 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.

Section 9.24Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for swap agreements or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such

99

Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

[Signature pages to follow]

100

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:
	KILROY REALTY L.P., a Delaware limited
	partnership
	By:	Kilroy Realty Corporation, a Maryland
		corporation, its general partner
	By:	/s/ Tyler H. Rose
		Name: Tyler H. Rose Title: President and Secretary
	By:	/s/ Taylor Friend
		Name: Taylor Friend Title: Senior Vice President, Finance and Treasurer
	Kilroy Realty. L.P.
	12200 West Olympic Boulevard, Suite 200
	Los Angeles, California 90064
	Attn: Taylor Friend
	Telephone number: (310) 481-8574
	Email: Taylor.Friend@kilroyrealty.com

[Signature Page – Term Loan Agreement (Kilroy)]

ADMINISTRATIVE AGENT AND BANK:
	JPMORGAN CHASE BANK, N.A., as
	Administrative Agent and as a Bank
	By:	/s/ Delia Rodillas
		Name: Delia Rodillas Title: Vice President
	JPMorgan Chase Bank, N.A.
	383 Madison Avenue
	New York, NY 10179
	Attn: Delia Rodillas
	Telephone number: (212) 270-1796
Applicable Lending Office:
JPMorgan Chase Bank, N.A.
500 Stanton Christiana Road, NCC5/1st Floor
Newark, DE 19713
Attn: Loan and Agency Services
Telephone: (302) 634-8814

[Signature Page – Term Loan Agreement (Kilroy)]

BANK OF AMERICA, N.A.
By:	/s/ Helen Chan
	Name: Helen Chan Title: Vice President

[Signature Page – Term Loan Agreement (Kilroy)]

PNC BANK, NATIONAL ASSOCIATION
By:	/s/ David C. Drouillard
	Name: David C. Drouillard Title: Senior Vice President

[Signature Page – Term Loan Agreement (Kilroy)]

U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Michael F. Diemer
	Name: Michael F. Diemer Title: Senior Vice President

[Signature Page – Term Loan Agreement (Kilroy)]

BANK OF THE WEST
By:	/s/ Sarah J. Burns
	Name: Sarah J. Burns Title: Vice President

[Signature Page – Term Loan Agreement (Kilroy)]

BARCLAYS BANK PLC
By:	/s/ Craig Malloy
	Name: Craig Malloy Title: Vice President

[Signature Page – Term Loan Agreement (Kilroy)]

MUFG UNION BANK, N.A.
By:	/s/ John Feeny
	Name: John Feeny Title: Director

[Signature Page – Term Loan Agreement (Kilroy)]

SUMITOMO MITSUI BANKING CORPORATION
By:	/s/ Rosa Pritsch
	Name: Rosa Pritsch Title: Director

[Signature Page – Term Loan Agreement (Kilroy)]

COMERICA BANK
By:	/s/ Charles Weddell
	Name: Charles Weddell Title: Senior Vice President

[Signature Page – Term Loan Agreement (Kilroy)]

KEYBANK, NATIONAL ASSOCIATION
By:	/s/ Michael P. Szuba
	Name: Michael P. Szuba Title: Senior Vice President

[Signature Page – Term Loan Agreement (Kilroy)]

THE BANK OF NOVA SCOTIA
By:	/s/ Chelsea McCune
	Name: Chelsea McCune Title: Associate Director, Corporate Banking           U.S. Real Estate, Gaming & Leisure

[Signature Page – Term Loan Agreement (Kilroy)]

THE BANK OF NEW YORK MELLON
By:	/s/ Cody Mainc
	Name: Cody Mainc Title: Vice President

[Signature Page – Term Loan Agreement (Kilroy)]

ASSOCIATED BANK, NATIONAL
ASSOCIATION
By:	/s/ Mitchell Vega
	Name: Mitchell Vega Title: Senior Vice President

[Signature Page – Term Loan Agreement (Kilroy)]

EXHIBIT A

TERM NOTE

$____________                                New York, New York

[Date]

For value received, KILROY REALTY, L.P., a Delaware limited partnership (the “Borrower”) promises to pay to _______________ (the “Term Loan Bank”), for the account of its Applicable Lending Office, the principal sum of _______________ DOLLARS ($________) or, if less, the aggregate unpaid principal amount of all Term Loans made by the Term Loan Bank to the Borrower pursuant to the Credit Agreement referred to below on the Term Loan Maturity Date. The Borrower promises to pay interest on the unpaid principal amount of each such Term Loan on the dates and at the rate or rates provided for in the Credit Agreement. All such payments of principal and interest shall be made in lawful money of the United States in Federal or other immediately available funds at the office of Administrative Agent under the Credit Agreement (as defined below).

All Term Loans made by the Term Loan Bank, the respective types and maturities thereof and all repayments of the principal thereof shall be recorded by the Term Loan Bank and, if the Term Loan Bank so elects in connection with any transfer or enforcement hereof, appropriate notations to evidence the foregoing information with respect to each such Term Loan then outstanding may be endorsed by the Term Loan Bank on the schedule attached hereto, or on a continuation of such schedule attached to and made a part hereof; provided that the failure of the Term Loan Bank to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Credit Agreement.

This Term Note is one of the Notes referred to in the Term Loan Agreement, dated as of October 3, 2022, among the Borrower, the Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (as the same may be amended from time to time, the “Credit Agreement”).

THIS TERM NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW THAT WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THE STATE OF NEW YORK).

[Signature Page to Follow]

A‑1

Terms defined in the Credit Agreement are used herein with the same meanings. Reference is made to the Credit Agreement for provisions for the prepayment hereof and the acceleration of the maturity hereof.

KILROY REALTY L.P., a Delaware limited
partnership
By:	Kilroy Realty Corporation, a Maryland
	corporation, its general partner
By:
	Name: Title:
By:
	Name: Title:

A‑2

Note (cont’d)

TERM LOANS AND PAYMENTS OF PRINCIPAL

Date Amount of Term Loan Type of
Term Loan Amount of Principal Repaid Maturity
Date Notation
Made By

A‑3

EXHIBIT B

UNENCUMBERED ASSET POOL PROPERTIES (FEE INTERESTS)

Property	Location
3101-3243 S La Cienega Boulevard	Culver City
2240 E. Imperial Highway	El Segundo
2250 E. Imperial Highway	El Segundo
2260 E. Imperial Highway	El Segundo
909 N. Pacific Coast Highway	El Segundo
999 N. Pacific Coast Highway	El Segundo
1350 Ivar Avenue	Hollywood
1355 Vine Street	Hollywood
1375 Vine Street	Hollywood
1395 Vine Street	Hollywood
1500 N. El Centro Ave.	Hollywood
1525 N. Gower Street	Hollywood
1575 N. Gower Street	Hollywood
6115 W. Sunset Boulevard	Hollywood
6121 W. Sunset Boulevard	Hollywood
6255 W. Sunset Boulevard	Hollywood
3750 Kilroy Airport Way	Long Beach
3760 Kilroy Airport Way	Long Beach
3780 Kilroy Airport Way	Long Beach
3800 Kilroy Airport Way	Long Beach
3880 Kilroy Airport Way	Long Beach
3840 Kilroy Airport Way	Long Beach
3900 Kilroy Airport Way	Long Beach
8560 W. Sunset Boulevard	West Hollywood
8570 W. Sunset Boulevard	West Hollywood
8580 W. Sunset Boulevard	West Hollywood
8590 W. Sunset Boulevard	West Hollywood
12233 W. Olympic Boulevard	West Los Angeles
2100/2110 Colorado Avenue	West Los Angeles
3130 Wilshire Boulevard	West Los Angeles
501 Santa Monica Boulevard	West Los Angeles
12225 El Camino Real	Del Mar
12235 El Camino Real	Del Mar
12390 El Camino Real	Del Mar
12770 El Camino Real	Del Mar
12780 El Camino Real	Del Mar
12790 El Camino Real	Del Mar
12830 El Camino Real	Del Mar
12860 El Camino Real	Del Mar
12348 High Bluff Drive	Del Mar
3579 Valley Centre Drive	Del Mar
3611 Valley Centre Drive	Del Mar

B‑1

3721 Valley Centre Drive	Del Mar
3811 Valley Centre Drive	Del Mar
3745 Paseo Place	Del Mar
13480 Evening Creek Drive North	I-15 Corridor
13500 Evening Creek Drive North	I-15 Corridor
13520 Evening Creek Drive North	I-15 Corridor
2305 Historic Decatur Road	Point Loma
9455 Towne Center Drive	University Towne Center
4100 Bohannon Drive	Menlo Park
4200 Bohannon Drive	Menlo Park
4300 Bohannon Drive	Menlo Park
4400 Bohannon Drive	Menlo Park
4500 Bohannon Drive	Menlo Park
4600 Bohannon Drive	Menlo Park
4700 Bohannon Drive	Menlo Park
1290-1300 Terra Bella Avenue	Mountain View
680 E. Middlefield Road	Mountain View
690 E. Middlefield Road	Mountain View
1701 Page Mill	Palo Alto
3150 Porter Drive	Palo Alto
900 Jefferson Avenue (93% Interest)	Redwood City
900 Middlefield Road (93% Interest)	Redwood City
100 Hooper Street	San Francisco
100 First Street (56% Interest)	San Francisco
303 Second Street (56% Interest)	San Francisco
201 Third Street	San Francisco
360 Third Street	San Francisco
250 Brannan Street	San Francisco
301 Brannan Street	San Francisco
333 Brannan Street	San Francisco
345 Brannan Street	San Francisco
350 Mission Street	San Francisco
345 Oyster Point Boulevard	South San Francisco
347 Oyster Point Boulevard	South San Francisco
349 Oyster Point Boulevard	South San Francisco
350 Oyster Point Boulevard	South San Francisco
352 Oyster Point Boulevard	South San Francisco
354 Oyster Point Boulevard	South San Francisco
505 Mathilda Avenue	Sunnyvale
555 Mathilda Avenue	Sunnyvale
599 Mathilda Avenue	Sunnyvale
605 Mathilda Avenue	Sunnyvale
601 108th Avenue NE	Bellevue
10900 NE 4th Street	Bellevue
2001 West 8th Avenue	Denny Regrade
333 Dexter Avenue North	Lake Union
701 N. 34th Street	Lake Union
801 N. 34th Street	Lake Union
837 N. 34th Street	Lake Union
401 Terry Avenue North	Lake Union

B‑2

1550 N. El Centro Avenue (Columbia Square) - RESI (200 Units)	Hollywood
6390 De Longpre Avenue (Jardine) - RESI (193 Units)	Hollywood
3200 Paseo Village Way (One Paseo) - RESI (608 Units)	Del Mar

B‑3

EXHIBIT C

UNENCUMBERED ASSET POOL PROPERTIES (LEASEHOLD INTERESTS)

Property	Location
3750 Kilroy Airport Way	LA and Ventura
3760 Kilroy Airport Way	LA and Ventura
3780 Kilroy Airport Way	LA and Ventura
3800 Kilroy Airport Way	LA and Ventura
3880 Kilroy Airport Way	LA and Ventura
3840 Kilroy Airport Way	LA and Ventura
3900 Kilroy Airport Way	LA and Ventura
3243 S La Cienega Boulevard	Culver City
1701 Page Mill	San Francisco
3150 Porter Drive	San Francisco
837 N. 34th Street	Seattle
701 N. 34th Street	Seattle
801 N. 34th Street	Seattle

C-1

EXHIBIT D

FORM OF ASSIGNMENT AND ASSUMPTION

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended or otherwise modified, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Bank under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Bank) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1. Assignor:
2. Assignee:
	[and is [a Bank] [an Affiliate of [identify Bank]1] ]
3. Borrower:	Kilroy Realty, L.P.

1 Select as applicable

D‑1

4.    Administrative Agent:    JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement

5.    Credit Agreement:    The Term Loan Agreement dated as of October 3, 2022 among Kilroy Realty, L.P., the Banks parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent

6.    Assigned Interest:

Facility Assigned 2	Aggregate Amount of Commitment/Loans for all Banks	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans 3
	$	$	%
	$	$	%
	$	$	%

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The Assignee, if not already a Bank, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the General Partner and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR [NAME OF ASSIGNOR]
By:
	Title:

ASSIGNEE

2	Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., "Term Loan Commitment," etc.)
3	Set forth, to at least 9 decimals, as a percentage of the applicable Commitment/Loans of all Banks thereunder.

D‑2

[NAME OF ASSIGNEE]
By:
	Title:

Consented to and Accepted:
JPMORGAN CHASE BANK, N.A., as Administrative Agent
By
	Title:
[Consented to:]4
[NAME OF RELEVANT PARTY]
By
	Title:

4 To be added only if the consent of the Borrower and/or other parties is required by the terms of the Credit Agreement.

D‑3

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of the Agreement, (iv) any requirements under applicable law for the Assignee to become a lender under the Credit Agreement or to charge interest at the rate set forth therein from time to time or (v) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreement.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Bank under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Bank, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Bank thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Bank thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Bank, and (vi) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Agreement are required to be performed by it as a Bank.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

D‑4

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

D‑5

Exhibit E-1

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Banks That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Term Loan Agreement dated as of October 3, 2022 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kilroy Realty, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and each Bank from time to time party thereto.

Pursuant to the provisions of Section 8.4(f)(ii)(B)(3) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF BANK]
By:
	Name:
	Title:

Date: ________ __, 202[_]

E-1-1

Exhibit E-2

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Term Loan Agreement dated as of October 3, 2022 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kilroy Realty, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and each Bank from time to time party thereto.

Pursuant to the provisions of 8.4(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Bank with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Bank in writing, and (2) the undersigned shall have at all times furnished such Bank with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:

Date: ________ __, 202[_]

E-2-1

Exhibit E-3

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Term Loan Agreement dated as of October 3, 2022 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kilroy Realty, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and each Bank from time to time party thereto.

Pursuant to the provisions of 8.4(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Bank with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Bank and (2) the undersigned shall have at all times furnished such Bank with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:

Date: ________ __, 202[_]

E-3-1

Exhibit E-4

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Banks That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Term Loan Agreement dated as of October 3, 2022 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kilroy Realty, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and each Bank from time to time party thereto.

Pursuant to the provisions of 8.4(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF BANK]
By:
	Name:
	Title:

Date: ________ __, 202[_]

E-4-1

SCHEDULE 1A

LOAN COMMITMENTS

Lender	Term Loan Commitment
JPMorgan Chase Bank, N.A.	$40,000,000.00
Bank of America, N.A.	$40,000,000.00
PNC Bank, National Association	$40,000,000.00
U.S. Bank National Association	$40,000,000.00
The Bank of Nova Scotia	$40,000,000.00
The Bank of New York Mellon	$32,000,000.00
Bank of the West, a California Banking Corporation	$32,000,000.00
Barclays Bank PLC	$32,000,000.00
KeyBank National Association	$32,000,000.00
Sumitomo Mitsui Banking Corporation	$32,000,000.00
Associated Bank, National Association	$15,000,000.00
MUFG Union Bank, N.A.	$15,000,000.00
Comerica Bank	$10,000,000.00
TOTAL	$400,000,000.00

SCHEDULE 4.22

LABOR MATTERS

1.There is a Collective Bargaining Agreement in place between BOMA Greater Los Angeles, Inc. and the International Union of Operating Engineers Local No. 501, AFL-CIO. There are three (3) KRLP employees who are members of the Union and therefore are covered by this Agreement.

SCHEDULE 5.16

SPECIFIED UNENCUMBERED REAL PROPERTY ASSETS

None

EX-10.45

Exhibit 10.45

GUARANTY

GUARANTY (this “Guaranty”), made as of October 3, 2022, between KILROY REALTY CORPORATION, a Maryland corporation, having an address at 12200 West Olympic Boulevard, Suite 200, Los Angeles, California 90064 (“Guarantor”), and JPMORGAN CHASE BANK, N.A., having an office at 383 Madison Avenue, New York, NY 10179, as administrative agent (the “Administrative Agent”) for the banks (the “Banks”) listed on the signature pages of the Term Loan Agreement (as the same may be amended, modified, supplemented or restated, the “Credit Agreement”), dated as of the date hereof, among Kilroy Realty, L.P. (“Borrower”), the Banks, JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent, and the Joint Lead Arrangers, Joint Bookrunners Syndication Agents and Co-Documentation Agents named therein.

WITNESSETH:

WHEREAS, in connection with the execution and delivery of the Credit Agreement, the Guarantor is required to provide a guaranty of the Borrower’s obligations under the Credit Agreement; and

WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1.Guarantor, on behalf of itself and its successors and assigns, hereby irrevocably, absolutely and unconditionally guarantees the full and punctual payment and for performance when due, whether at stated maturity or otherwise, of all Obligations of Borrower now or hereafter existing under the Credit Agreement and the other Loan Documents, for principal and/or interest as well as any and all other amounts due thereunder, including, without limitation, all indemnity obligations of Borrower thereunder, and any and all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Administrative Agent or the Banks in enforcing its rights under this Guaranty (all of the foregoing obligations being the “Guaranteed Obligations”).

2.It is agreed that the Guaranteed Obligations of Guarantor hereunder are primary and this Guaranty shall be enforceable against Guarantor and its successors and assigns without the necessity for any suit or proceeding of any kind or nature whatsoever brought by the Administrative Agent against Borrower or its respective successors or assigns or any other party or against any security for the payment and performance of the Guaranteed Obligations and without the necessity of any notice of non-payment or non-observance or of any notice of acceptance of this Guaranty or of any notice or demand to which Guarantor might otherwise be entitled (including, without limitation, diligence, presentment, notice of maturity, extension of time, change in nature or form of the Guaranteed Obligations, acceptance of further security, release of further security, imposition or agreement arrived at as to the amount of or the terms of the Guaranteed Obligations, notice of adverse change in Borrower’s financial condition and any other fact which might materially increase the risk to Guarantor), all of which Guarantor hereby expressly waives; and Guarantor hereby expressly agrees that the validity of this Guaranty and

the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished, modified or impaired by reason of the assertion of or the failure to assert by the Administrative Agent against Borrower or its respective successors or assigns, any of the rights or remedies reserved to the Administrative Agent pursuant to the provisions of the Loan Documents. Guarantor agrees that any notice or directive given at any time to the Administrative Agent which is inconsistent with the waiver in the immediately preceding sentence shall be void and may be ignored by the Administrative Agent, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent has specifically agreed otherwise in a writing, signed by a duly authorized officer of the Administrative Agent. Guarantor specifically acknowledges and agrees that the foregoing waivers are of the essence of this transaction and that, but for this Guaranty and such waivers, the Administrative Agent would decline to execute the Loan Documents.

3.Guarantor waives, and covenants and agrees that it will not at any time insist upon, plead or in any manner whatsoever claim or take the benefit or advantage of, any and all appraisal, valuation, stay, extension, marshaling-of-assets or redemption laws, or right of homestead or other exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Guarantor of its obligations under, or the enforcement by the Administrative Agent of, this Guaranty. Guarantor further covenants and agrees not to set up or claim any defense, counterclaim, offset, set-off or other objection of any kind to any action, suit or proceeding in law, equity or otherwise, or to any demand or claim that may be instituted or made by the Administrative Agent other than the defense of the actual timely payment and performance by Borrower of the Guaranteed Obligations hereunder; provided, however, that the foregoing shall not be deemed a waiver of Guarantor’s right to assert any compulsory counterclaim, if such counterclaim is compelled under local law or rule of procedure, nor shall the foregoing be deemed a waiver of Guarantor’s right to assert any claim which would constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Administrative Agent or any Bank in any separate action or proceeding. Guarantor represents, warrants and agrees that, as of the date hereof, its obligations under this Guaranty are not subject to any counterclaims, offsets or defenses against the Administrative Agent or any of the Banks of any kind.

4.The provisions of this Guaranty are for the benefit of the Administrative Agent and the Banks and their successors and permitted assigns, and nothing herein contained shall impair as between Borrower and the Administrative Agent and the Banks the obligations of Borrower under the Loan Documents.

5.This Guaranty shall be a continuing, unconditional and absolute guaranty and the liability of Guarantor hereunder shall in no way be terminated, affected, modified, impaired or diminished by reason of the happening, from time to time, of any of the following, although without notice or the further consent of Guarantor:

(a)any assignment, amendment, modification or waiver of or change in any of the terms, covenants, conditions or provisions of any of the Guaranteed Obligations or the Loan Documents or the invalidity or unenforceability of any of the foregoing; or

2

(b)any extension of time that may be granted by the Administrative Agent and/or any Bank to Borrower, any guarantor, or their respective successors or assigns, heirs, executors, administrators or personal representatives; or

(c)any action which the Administrative Agent may take or fail to take under or in respect of any of the Loan Documents or by reason of any waiver or, or failure to enforce any of the rights, remedies, powers or privileges available to the Administrative Agent under this Guaranty or available to the Administrative Agent at law, equity or otherwise, or any action on the part of the Administrative Agent granting indulgence or extension in any form whatsoever; or

(d)any sale, exchange, release, or other disposition of any property pledged, mortgaged or conveyed, or any property in which the Administrative Agent and/or the Banks have been granted a lien or security interest to secure any indebtedness of Borrower to the Administrative Agent and/or the Banks; or

(e)any release of any person or entity who may be liable in any manner for the payment and collection of any amounts owed by Borrower to the Administrative Agent and/or the Banks; or

(f)the application of any sums by whomsoever paid or however realized to any amounts owing by Borrower to the Administrative Agent and/or the Banks under the Loan Documents in such manner as the Administrative Agent shall determine in its sole discretion; or

(g)Borrower’s or any guarantor’s voluntary or involuntary liquidation, dissolution, sale of all or substantially all of their respective assets and liabilities, appointment of a trustee, receiver, liquidator, sequestrator or conservator for all or any part of Borrower’s or Guarantor’s assets, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment, or the commencement of other similar proceedings affecting Borrower or any guarantor or any of the assets of any of them, including, without limitation, (i) the release or discharge of Borrower or any guarantor from the payment and performance of their respective obligations under any of the Loan Documents by operation of law, or (ii) the impairment, limitation or modification of the liability of Borrower or any guarantor in bankruptcy, or of any remedy for the enforcement of the Guaranteed Obligations under any of the Loan Documents, or Guarantor’s liability under this Guaranty, resulting from the operation of any present or future provisions of the Bankruptcy Code or other present or future federal, state or applicable statute or law or from the decision in any court; or

(h)any improper disposition by Borrower of the proceeds of the Loans, it being acknowledged by Guarantor that the Administrative Agent or any Bank shall be entitled to honor any request made by Borrower for a disbursement of such proceeds and that neither the Administrative Agent nor any Bank shall have any obligation to see to the proper disposition by Borrower of such proceeds.

3

6.Guarantor agrees that if at any time all or any part of any payment at any time received by the Administrative Agent and/or any Bank from Borrower or Guarantor under or with respect to this Guaranty is or must be rescinded or returned by the Administrative Agent or any Bank for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of Borrower or Guarantor), then Guarantor’s obligations hereunder shall, to the extent of the payment rescinded or returned, be deemed to have continued in existence notwithstanding such previous receipt by such party, and Guarantor’s obligations hereunder shall continue to be effective or reinstated, as the case may be, as to such payment, as though such previous payment had never been made.

7.Until this Guaranty is terminated pursuant to the terms hereof, Guarantor (i) shall have no right of subrogation against Borrower or any entity comprising same by reason of any payments or acts of performance by Guarantor in compliance with the obligations of Guarantor hereunder; (ii) waives any right to enforce any remedy which Guarantor now or hereafter shall have against Borrower or any entity comprising same by reason of any one or more payment or acts of performance in compliance with the obligations of Guarantor hereunder and (iii) subordinates any liability or indebtedness of Borrower or any entity comprising same now or hereafter held by Guarantor or any affiliate of Guarantor to the obligations of Borrower under the Loan Documents, provided, however, until an Event of Default has occurred and is continuing, Borrower or any entity comprising same shall not be prohibited from making payments to Guarantor or any affiliate thereof on such subordinated liability or indebtedness in accordance with the terms thereof. The foregoing, however, shall not be deemed in any way to limit any rights that Guarantor may have pursuant to the Agreement of Limited Partnership of Borrower or which it may have at law or in equity with respect to any other partners of Borrower.

8.Guarantor represents and warrants to the Administrative Agent and the Banks (with the knowledge that the Administrative Agent and the Banks are relying upon the same) as of the date hereof, as follows:

(a)as of the date hereof, Guarantor is the sole general partner of Borrower;

(b)based upon such relationship, Guarantor has determined that it is in its best interests to enter into this Guaranty;

(c)in the good faith judgment of Guarantor, the benefits to be derived by Guarantor from Borrower’s access to funds made possible by the Loan Documents are at least equal to the obligations undertaken pursuant to this Guaranty;

(d)Guarantor is solvent and has corporate power and authority to enter into this Guaranty and to perform its obligations under the term hereof and (i) Guarantor is organized and validly existing under the laws of the State of Maryland, (ii) Guarantor has complied with all provisions of applicable law in connection with all aspects of this Guaranty, and (iii) the persons executing this Guaranty have all the requisite power and authority to execute and deliver this Guaranty;

4

(e)to the best of Guarantor’s knowledge, there is no action, suit, proceeding, or investigation pending or threatened against or affecting Guarantor at law, in equity, in admiralty or before any arbitrator or any governmental department, commission, board, bureau, agency or instrumentality (domestic or foreign) which is reasonably likely to materially and adversely impair the ability of Guarantor to perform its obligations under this Guaranty;

(f)the execution and delivery of and the performance by Guarantor of its obligations under this Guaranty have been duly authorized by all necessary action on the part of Guarantor and do not (i) violate any provision of any law, rule, regulation (including, without limitation, Regulation U, T or X of the Board of Governors of the Federal Reserve System of the United States), order, writ, judgment, decree, determination or award presently in effect having applicability to Guarantor or the organizational documents of Guarantor the consequences of which violation is likely to materially and adversely impair the ability of Guarantor to perform its obligations under this Guaranty or (ii) violate or conflict with, result in a breach of or constitute a default under any material indenture, agreement or other instrument to which Guarantor is a party, or by which Guarantor or any of its property is bound the consequences of which violation, conflict, breach or default is reasonably likely to materially and adversely impair the ability of Guarantor to perform its obligations under this Guaranty;

(g)this Guaranty has been duly executed by Guarantor and constitutes the legal, valid and binding obligation of Guarantor, enforceable against it in accordance with its terms except as enforceability may be limited by applicable insolvency, bankruptcy or other laws affecting creditors’ rights generally or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law;

(h)no authorization, consent, approval, license or formal exemption from, nor any filing, declaration or registration with, any Federal, state, local or foreign court, governmental agency or regulatory authority is required in connection with the execution, delivery and performance by Guarantor of this Guaranty, except those which have already been obtained; and

(i)Guarantor is not an “investment company” as that term is defined in, nor is it otherwise subject to regulation under, the Investment Company Act of 1940, as amended.

9.Guarantor and the Administrative Agent each acknowledge and agree that this Guaranty is a guarantee of payment and performance and not of collection and enforcement in respect of any obligations which may accrue to the Administrative Agent and/or the Banks from Borrower under the provisions of any Loan Document.

10.Subject to the terms and conditions of the Credit Agreement, and in conjunction therewith, the Administrative Agent or any Bank may assign any or all of its rights under this Guaranty. In the event of any such assignment, the Administrative Agent shall give Guarantor prompt written notice of same. If the Administrative Agent and/or any Bank elects to sell all the Loans or participations in the Loans and the Loan Documents, including this

5

Guaranty, the Administrative Agent or any Bank may forward to each purchaser and prospective purchaser all documents and information relating to this Guaranty or to Guarantor, whether furnished by Borrower or Guarantor or otherwise, subject to the terms and conditions of the Credit Agreement.

11.Guarantor agrees, upon the written request of the Administrative Agent, to execute and deliver to the Administrative Agent, from time to time, any modification or amendment hereto or any additional instruments or documents reasonably considered necessary by the Administrative Agent or its counsel to cause this Guaranty to be, become or remain valid and effective in accordance with its terms, provided, that any such modification, amendment, additional instrument or document shall not increase Guarantor’s obligation’s or diminish its rights hereunder and shall be reasonably satisfactory as to form to Guarantor and to Guarantor’s counsel.

12.The representations and warranties of Guarantor set forth in this Guaranty shall survive until this Guaranty shall terminate in accordance with the terms hereof.

13.This Guaranty contains the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements relating to such subject matter and may not be modified, amended, supplemented or discharged except by a written agreement signed by Guarantor and the Administrative Agent.

14.If all or any portion of any provision contained in this Guaranty shall be determined to be invalid, illegal or unenforceable in any respect for any reason, such provision or portion thereof shall be deemed stricken and severed from this Guaranty and the remaining provisions and portions thereof shall continue in full force and effect.

15.This Guaranty may be executed in counterparts which together shall constitute the same instrument. Delivery of an executed counterpart of this Guaranty by telecopy or other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Guaranty. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Guaranty and/or any document to be signed in connection with this Guaranty and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries 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, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. As used herein, “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

16.All notices, requests and other communications to any party hereunder shall be in writing (including bank wire, facsimile transmission followed by telephonic confirmation or similar writing) and shall be, addressed to such party at the address set forth below or to such other address as may be identified by any party in a written notice to the others:

If to Guarantor: Kilroy Realty Corporation

6

	12200 West Olympic Boulevard, Suite 200
	Los Angeles, California 90064
	Attn: Eliott Trencher
If to the Administrative Agent:
	JPMorgan Chase Bank, N.A.
	8181 Communications Pkwy
	Plano, TX 75024
	Attn: Cody Canafax
With Copies of Notices to the Administrative Agent to:
	JPMorgan Chase Bank, N.A.
	500 Stanton Christiana Road, NCC5/1st Floor
	Newark, DE 19713
	Attn: Loan and Agency Services

Each such notice, request or other communication shall be effective (i) if given by facsimile transmission, when such facsimile is transmitted to the facsimile number specified in this Section and the appropriate answerback or facsimile confirmation is received, (ii) if given by certified registered mail, return receipt requested, with first class postage prepaid, addressed as aforesaid, upon receipt or refusal to accept delivery, (iii) if given by a nationally recognized overnight carrier, 24 hours after such communication is deposited with such carrier with postage prepaid for next day delivery, or (iv) if given by any other means, when delivered at the address specified in this Section.

17.Any acknowledgment or new promise, whether by payment of principal or interest or otherwise by Borrower or Guarantor, with respect to the Guaranteed Obligations shall, if the statute of limitations in favor of Guarantor against the Administrative Agent shall have commenced to run, toll the running of such statute of limitations, and if the period of such statute of limitations shall have expired, prevent the operation of such statute of limitations.

18.This Guaranty shall be binding upon Guarantor and its successors and assigns and shall inure to the benefit of the Administrative Agent and the Banks and their successors and permitted assigns; provided that the Guarantor may not assign or transfer its rights or obligations under this Guaranty.

19.The failure of the Administrative Agent to enforce any right or remedy hereunder, or promptly to enforce any such right or remedy, shall not constitute a waiver thereof, nor give rise to any estoppel against the Administrative Agent, nor excuse Guarantor from its obligations hereunder. Any waiver of any such right or remedy to be enforceable against the Administrative Agent must be expressly set forth in a writing signed by the Administrative Agent.

7

20.(a) THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

(b)Any legal action or proceeding with respect to this Guaranty and any action for enforcement of any judgment in respect thereof may be brought in the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and, by execution and delivery of this Guaranty, the Guarantor hereby accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts and appellate courts from any thereof. The Guarantor irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the Guarantor at its address for notices set forth herein. The Guarantor hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Guaranty brought in the courts referred to above and hereby further irrevocably waives, to the fullest extent permitted by law, and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. Nothing herein shall affect the right of the Administrative Agent to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Guarantor in any other jurisdiction.

(c)GUARANTOR HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY AND ALL CLAIMS OR CAUSES OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY. IT IS HEREBY ACKNOWLEDGED BY GUARANTOR THAT THE WAIVER OF A JURY TRIAL IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT TO ACCEPT THIS GUARANTY AND THAT THE LOANS MADE BY THE BANKS ARE MADE IN RELIANCE UPON SUCH WAIVER. GUARANTOR FURTHER WARRANTS AND REPRESENTS THAT SUCH WAIVER HAS BEEN KNOWINGLY AND VOLUNTARILY MADE, FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS GUARANTY MAY BE FILED BY THE ADMINISTRATIVE AGENT IN COURT AS A WRITTEN CONSENT TO A NON-JURY TRIAL.

(d)Guarantor does hereby further covenant and agree to and with the Administrative Agent that Guarantor may be joined in any action against Borrower in connection with the Loan Documents and that recovery may be had against Guarantor in such action or in any independent action against Guarantor (with respect to the Guaranteed Obligations), without the Administrative Agent first pursuing or exhausting any remedy or claim against Borrower or its successors or assigns. Guarantor also agrees that, in an action brought with respect to the Guaranteed Obligations in any jurisdiction, it shall be conclusively bound by the judgment in any such action by the Administrative Agent (wherever brought) against Borrower or its successors or assigns, as if Guarantor

8

were a party to such action, even though Guarantor was not joined as parties in such action.

(e)Guarantor agrees to pay all reasonable expenses (including, without limitation, attorneys’ fees and disbursements) which may be incurred by the Administrative Agent or the Banks in connection with the enforcement of their rights under this Guaranty, whether or not suit is initiated.

21.Notwithstanding anything to the contrary contained herein, this Guaranty shall terminate and be of no further force or effect upon the full performance and payment of the Guaranteed Obligations hereunder, subject to the provisions of Section 6 hereof. Upon termination of this Guaranty in accordance with the terms of this Guaranty, the Administrative Agent promptly shall deliver to Guarantor such documents as Guarantor or Guarantor’s counsel reasonably may request in order to evidence such termination.

22.All of the Administrative Agent’s rights and remedies under each of the Loan Documents or under this Guaranty are intended to be distinct, separate and cumulative and no such right or remedy therein or herein mentioned is intended to be in exclusion of or a waiver of any other right or remedy available to the Administrative Agent.

[Signature Pages to Follow]

9

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

GUARANTOR:
KILROY REALTY CORPORATION
By:	/s/ Tyler H. Rose
Name:	Tyler H. Rose
Title:	President and Secretary
By:	/s/ Taylor Friend
Name:	Taylor Friend
Title:	Senior Vice President, Finance and
	Treasurer

[Signature Page to Guaranty]

ACCEPTED:
JPMORGAN CHASE BANK, N.A.
as Administrative Agent
By:	/s/ Delia Rodillas
Name:	Delia Rodillas
Title:	Vice President

[Signature Page - Guaranty (Kilroy)]

EX-10.46

Exhibit 10.46

AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED

CREDIT AGREEMENT

This AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 3, 2022 (this “AmendmentNo. 1”), is by and among KILROY REALTY, L.P., a limited partnership organized and existing under the laws of the State of Delaware (“Borrower”), JPMORGAN CHASE BANK, N.A., as agent for the Banks defined below (in such capacity, together with its successors in such capacity, “Administrative Agent”), JPMORGAN CHASE BANK, N.A., in its individual capacity and not as Administrative Agent, and the other lenders signatory hereto (said lenders signatory hereto, each a “Bank” and collectively, the “Banks”). Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of April 20, 2021, by and among the Borrower, the Banks referenced therein and the Administrative Agent (such agreement, the “CreditAgreement”). Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement, as amended hereby.

RECITALS

WHEREAS, the Borrower has requested that the Banks make certain amendments to the Credit Agreement to, among other things, implement SOFR pricing for the Loans, and the Banks are willing to make such changes as set forth herein;

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1.AMENDMENTS TO CREDITAgreement. As of the Amendment Effective Date (as defined in Section 3 hereof), the Credit Agreement (excluding the Exhibits and Schedules) is hereby amended as set forth on Exhibit A attached hereto such that all of the newly inserted bold, double-underlined text (indicated textually in the same manner as the following examples: double-underlined text and double-underlined text) and any formatting changes reflected therein shall be deemed to be inserted and reflected in the text of the Credit Agreement and all of the deleted stricken text (indicated textually in the same manner as the following examples: stricken text and stricken text) shall be deemed to be deleted from the text of the Credit Agreement. Each Bank agrees to waive any amounts that would have otherwise been payable pursuant to Section 2.13 of the Credit Agreement as a result of the conversion of any Euro-Dollar Loans (as defined in the Credit Agreement prior to the effectiveness of this Amendment No. 1) on the Amendment Effective Date.

SECTION 2.REPRESENTATIONS AND WARRANTIES OF THE BORROWER

In order to induce the Banks and the Administrative Agent to enter into this Amendment No. 1, the Borrower represents and warrants to each Bank and the Administrative Agent that the following statements are true, correct and complete:

(i)the Borrower is duly organized, validly existing and in good standing as a limited partnership under the laws of the State of Delaware and has all powers and all material governmental licenses, authorizations, consents and approvals required to own its property and assets and carry on its business as now conducted or as it presently proposes to conduct and has

been duly qualified and is in good standing in every jurisdiction in which the failure to be so qualified and/or in good standing is likely to have a Material Adverse Effect;

(ii) the Borrower has the organizational power and authority to execute, deliver and carry out the terms and provisions of each of this Amendment No. 1 and the Credit Agreement as amended by this Amendment No. 1 and has taken all necessary action to authorize the execution and delivery on behalf of the Borrower and the performance by the Borrower of this Amendment No. 1 and the Credit Agreement as amended by this Amendment No. 1. The Borrower has duly executed and delivered this Amendment No. 1, and each of this Amendment No. 1 and the Credit Agreement as amended by this Amendment No. 1 constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as enforceability may be limited by applicable insolvency, bankruptcy or other laws affecting creditors rights generally, or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law;

(iii) neither the execution, delivery or performance by or on behalf of the Borrower of this Amendment No. 1 and the Credit Agreement as amended by this Amendment No. 1, nor compliance by the Borrower with the terms and provisions hereof and thereof nor the consummation of the transactions contemplated by this Amendment No. 1 and the Credit Agreement as amended by this Amendment No. 1, (a) will contravene any applicable provision of any law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality applicable to Borrower except to the extent such contravention is not likely to have a Material Adverse Effect, or (b) will conflict with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of the Borrower pursuant to the terms of any material indenture, mortgage, deed of trust, or other agreement or other instrument to which the Borrower (or of any partnership of which the Borrower is a partner) is a party or by which it or any of its property or assets is bound or to which it is subject except to the extent such conflict or breach is not likely to have a Material Adverse Effect, or (c) will conflict with or result in a breach of any organizational document of any Subsidiary, the certificate of limited partnership, partnership agreement or other organizational document of Borrower, or the General Partner’s articles of incorporation or by-laws;

(iv) the representations and warranties of the Borrower contained in Article IV of the Credit Agreement are and will be true and correct in all material respects on and as of the date hereof and the Amendment Effective Date to the same extent as though made on and as of such dates, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date;

(v) no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment No. 1 that would constitute a Default or Event of Default; and

(vi) there have been no changes to the organizational documents of the Borrower and the General Partner since April 20, 2021, other than amendments or amendments

2

and restatements, as applicable, that have been delivered to the Administrative Agent prior to the Amendment Effective Date.

SECTION 3.CONDITIONS TO EFFECTIVENESS

Except as set forth below, Section 1 of this Amendment No. 1 shall become effective only upon the satisfaction of the following conditions precedent (the “AmendmentEffectiveDate”):

A.The Borrower, the Administrative Agent, and each of the Banks under the Credit Agreement shall have indicated their consent hereto by the execution and delivery of the signature pages hereof to the Administrative Agent, and the General Partner shall have executed and delivered to the Administrative Agent the Reaffirmation of Guaranty attached to this Amendment No. 1.

B.The Administrative Agent shall have received all reasonable out-of-pocket costs and expenses for which invoices have been presented (including the reasonable fees and expenses of a single legal counsel for the Administrative Agent and the Banks for which the Borrower agrees it is responsible pursuant to Section 9.3 of the Credit Agreement), incurred in connection with this Amendment No. 1.

C.Upon satisfaction of the foregoing conditions, the Administrative Agent shall deliver written notice to the Borrower and the Banks of the Amendment Effective Date.

SECTION 4.MISCELLANEOUS

A.Reference to and Effect on the Credit Agreement and the Other Loan Documents.

(i) On and after the effective date of this Amendment No. 1, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment No. 1. This Amendment No. 1 shall be deemed to be a “Loan Document” under the Credit Agreement.

(ii) Except as specifically amended by this Amendment No. 1, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(iii) The execution, delivery and performance of this Amendment No. 1 shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Administrative Agent or any Bank under the Credit Agreement or any of the other Loan Documents.

3

B.Headings. Section and subsection headings in this Amendment No. 1 are included herein for convenience of reference only and shall not constitute a part of this Amendment No. 1 for any other purpose or be given any substantive effect.

C.Applicable Law. THIS AMENDMENT NO. 1 AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW THAT WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THE STATE OF NEW YORK).

D.Counterparts; Effectiveness. This Amendment No. 1 may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Amendment No. 1 (other than the provisions of Section 1 hereof, the effectiveness of which is governed by Section 3 hereof) shall become effective upon the execution of a counterpart hereof by the Borrower and the Banks. Delivery of an executed counterpart of a signature page of this Amendment No. 1 by telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment No. 1. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment No. 1 and/or any document to be signed in connection with this Amendment No. 1 and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries 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, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. As used herein, “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

E.Jurisdictions; Immunities; Waiver of Jury Trial. The provisions of Section 9.9(b) and Section 9.12 of the Credit Agreement shall apply to this Amendment No. 1 and are hereby incorporated by reference.

[Signature Pages Follow]

4

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

BORROWER:

KILROY REALTY, L.P., a Delaware limited
partnership
By:	Kilroy Realty Corporation, a Maryland
	corporation, its general partner
By:	/s/ Tyler H. Rose
Name:	Tyler H. Rose
Title:	President and Secretary
By:	/s/ Taylor Friend
Name:	Taylor Friend
Title:	Senior Vice President, Finance and
	Treasurer

[Signature Page - Amendment No. 1 to Third Amended and Restated Credit Agreement (Kilroy)]

ADMINISTRATIVE AGENT, BANK AND FRONTING BANK:

JPMORGAN CHASE BANK, N.A., as
Administrative Agent and as a Bank
By:	/s/ Delia Rodillas
	Name: Delia Rodillas
	Title: Vice President

[Signature Page - Amendment No. 1 to Third Amended and Restated Credit Agreement (Kilroy)]

BANK AND FRONTING BANK:

BANK OF AMERICA, N.A.
By:	/s/ Helen Chan
	Name: Helen Chan
	Title: Vice President

[Signature Page - Amendment No. 1 to Third Amended and Restated Credit Agreement (Kilroy)]

BANK AND FRONTING BANK:

WELLS FARGO BANK, NATIONAL
ASSOCIATION
By:	/s/ Cristina Johnnie
	Name: Cristina Johnnie
	Title: Vice President

[Signature Page - Amendment No. 1 to Third Amended and Restated Credit Agreement (Kilroy)]

PNC BANK, NATIONAL ASSOCIATION
By:	/s/ David C. Drouillard
	Name: David C. Drouillard
	Title: Senior Vice President

[Signature Page - Amendment No. 1 to Third Amended and Restated Credit Agreement (Kilroy)]

BANK AND FRONTING BANK:

U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Michael F. Diemer
	Name: Michael F. Diemer
	Title: Senior Vice President

[Signature Page - Amendment No. 1 to Third Amended and Restated Credit Agreement (Kilroy)]

BANK OF THE WEST
By:	/s/ Caitlin Sparks
	Name: Caitlin Sparks
	Title: Vice President

[Signature Page - Amendment No. 1 to Third Amended and Restated Credit Agreement (Kilroy)]

BARCLAYS BANK PLC
By:	/s/ Warren Veech III
	Name: Waren Veech III
	Title: Vice President

[Signature Page - Amendment No. 1 to Third Amended and Restated Credit Agreement (Kilroy)]

BANK AND FRONTING BANK:

MUFG UNION BANK, N.A.
By:	/s/ John Feeney
	Name: John Feeney
	Title: Director

[Signature Page - Amendment No. 1 to Third Amended and Restated Credit Agreement (Kilroy)]

SUMITOMO MITSUI BANKING CORPORATION
By:	/s/ Rosa Pritsch
	Name: Rosa Pritsch
	Title: Director

[Signature Page - Amendment No. 1 to Third Amended and Restated Credit Agreement (Kilroy)]

CITIBANK, N.A.
By:	/s/ Michael Piccirillo
	Name: Michael Piccirillo
	Title: Authorized Signatory

[Signature Page - Amendment No. 1 to Third Amended and Restated Credit Agreement (Kilroy)]

COMERICA BANK
By:	/s/ Charles Weddell
	Name: Charles Weddell
	Title: Senior Vice President

[Signature Page - Amendment No. 1 to Third Amended and Restated Credit Agreement (Kilroy)]

KEYBANK, NATIONAL ASSOCIATION
By:	/s/ Michael P. Szuba
	Name: Michael P. Szuba
	Title: Senior Vice President

[Signature Page - Amendment No. 1 to Third Amended and Restated Credit Agreement (Kilroy)]

THE BANK OF NOVA SCOTIA
By:	/s/ Chelsea McCune
	Name: Chelsea McCune
	Title: Associate Director, Corporate
	Banking - U.S. Real Estate, Gaming &
	Leisure

[Signature Page - Amendment No. 1 to Third Amended and Restated Credit Agreement (Kilroy)]

THE BANK OF NEW YORK MELLON
By:	/s/ Cody Mainc
	Name: Cody Mainc
	Title: Vice President

[Signature Page - Amendment No. 1 to Third Amended and Restated Credit Agreement (Kilroy)]

ASSOCIATED BANK, NATIONAL ASSOCIATION
By:	/s/ Mitchell Vegan
	Name: Mitchell Vegan
	Title: Senior Vice President

[Signature Page - Amendment No. 1 to Third Amended and Restated Credit Agreement (Kilroy)]

Reaffirmation of Guaranty

The undersigned Kilroy Realty Corporation (the “Guarantor”) hereby (a) acknowledges the foregoing Amendment No. 1, (b) reaffirms its guaranty of the Guaranteed Obligations (as defined in the Third Amended and Restated Guaranty dated as of April 20, 2021 executed and delivered by the Guarantor) under or in connection with the Credit Agreement, as modified by this Amendment No. 1, in accordance with such Third Amended and Restated Guaranty executed and delivered by the Guarantor, and (c) confirms that such Third Amended and Restated Guaranty shall remain in full force and effect after giving effect to this Amendment No. 1.

[Signature Page Follows]

GUARANTOR:
KILROY REALTY CORPORATION
By:	/s/ Tyler H. Rose
Name:	Tyler H. Rose
Title:	President and Secretary
By:	/s/ Taylor Friend
Name:	Taylor Friend
Title:	Senior Vice President, Finance and
	Treasurer

<Exhibit A – Amended Credit Agreement>

__________________________________________________________________________________________________________________________________________________________________________________________

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

dated as of April 20, 2021

among

KILROY REALTY, L.P.,

as Borrower,

JPMORGAN CHASE BANK, N.A.,

as Bank and as Administrative Agent for the Banks,

JPMorgan Chase Bank, N.A., BOFA SECURITIES, INC. and WELLS FARGO

SECURITIES, LLC,

as Joint Lead Arrangers and Joint Bookrunners,

PNC CAPITAL MARKETS LLC and U.S. BANK NATIONAL ASSOCIATION,

as Joint Lead Arrangers

BANK OF AMERICA, N.A.,

as Bank and Syndication Agent,

WELLS FARGO BANK, N.A., PNC BANK, NATIONAL ASSOCIATION,

U.S. BANK NATIONAL ASSOCIATION, BANK OF THE WEST, BARCLAYS BANK PLC,

MUFG UNION BANK, N.A., SUMITOMO MITSUI BANKING CORPORATION and

THE BANK OF NOVA SCOTIA

as Banks and Co-Documentation Agents,

and

THE BANKS LISTED HEREIN

and J.P. MORGAN SECURITIES LLC and BOFA SECURITIES, INC.,

as Sustainability Structuring Agents

__________________________________________________________________________________________________________________________________________________________________________________________

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS	1
Section 1.1	Definitions	1
Section 1.2	Accounting Terms and Determinations	39<41>
Section 1.3	Types of Borrowings	39<41>
Section 1.4	Interest Rates; LIBOR<Benchmark> Notification	40<41>
Section 1.5	Letter of Credit Amounts	41<42>
Section 1.6	Divisions	41<42>
ARTICLE II	THE CREDITS	41<42>
Section 2.1	Commitments to Lend	41<42>
Section 2.2	Notice of Committed Borrowing	41<43>
Section 2.3	Money Market Borrowings	43<44>
Section 2.4	Notice to Banks; Funding of Loans	47<48>
Section 2.5	Notes	48<49>
Section 2.6	Maturity of Loans	48<50>
Section 2.7	Interest Rates	48<50>
Section 2.8	Fees	50<51>
Section 2.9	Mandatory Termination or Reduction	51<52>
Section 2.10	Mandatory Prepayment	51<52>
Section 2.11	Commitment Reductions; Optional Prepayments	52<53>
Section 2.12	General Provisions as to Payments	54
Section 2.13	Funding Losses	55<56>
Section 2.14	Computation of Interest and Fees	56
Section 2.15	Method of Electing Interest Rates	56
Section 2.16	Letters of Credit	57
Section 2.17	Letter of Credit Usage Absolute	60<61>
Section 2.18	Extension Option	61<62>
Section 2.19	Extending Facilities	62
ARTICLE III	CONDITIONS	64<65>
Section 3.1	Closing	64<65>
Section 3.2	Borrowings	66<67>
ARTICLE IV	REPRESENTATIONS AND WARRANTIES	68
Section 4.1	Existence and Power	68
Section 4.2	Power and Authority	68
Section 4.3	No Violation	68
Section 4.4	Financial Information.	69
Section 4.5	Litigation.	69
Section 4.6	Compliance with ERISA	69
Section 4.7	Environmental Compliance	70
Section 4.8	Taxes	71
Section 4.9	Full Disclosure	71

-i-

TABLE OF CONTENTS

(continued)

		Page
Section 4.10	Solvency	71<72>
Section 4.11	Use of Proceeds; Margin Regulations	71<72>
Section 4.12	Governmental Approvals	72
Section 4.13	Investment Company Act	72
Section 4.14	Closing Date Transactions	72
Section 4.15	Representations and Warranties in Loan Documents	72
Section 4.16	Patents, Trademarks, etc	72
Section 4.17	No Default	72<73>
Section 4.18	Licenses, etc	72<73>
Section 4.19	Compliance With Law	73
Section 4.20	No Burdensome Restrictions	73
Section 4.21	Brokers’ Fees	73
Section 4.22	Labor Matters	73
Section 4.23	Organizational Documents	73
Section 4.24	Principal Offices	73<74>
Section 4.25	REIT Status	73<74>
Section 4.26	Ownership of Property	73<74>
Section 4.27	Insurance	73<74>
Section 4.28	Anti-Corruption Laws and Sanctions	74
Section 4.29	Affected Financial Institutions	74
ARTICLE V	AFFIRMATIVE AND NEGATIVE COVENANTS	74
Section 5.1	Information	74<75>
Section 5.2	Payment of Obligations	77
Section 5.3	Maintenance of Property; Insurance	77
Section 5.4	Conduct of Business	77<78>
Section 5.5	Compliance with Laws	78
Section 5.6	Inspection of Property, Books and Records	78
Section 5.7	Existence	78<79>
Section 5.8	Financial Covenants	79
Section 5.9	Restriction on Fundamental Changes; Operation and Control	80
Section 5.10	Changes in Business	80
Section 5.11	Sale of Unencumbered Asset Pool Properties	80
Section 5.12	Fiscal Year; Fiscal Quarter	80
Section 5.13	Margin Stock	80<81>
Section 5.14	Use of Proceeds	80<81>
Section 5.15	General Partner Status	81
Section 5.16	Specified Unencumbered Real Property Assets	81
ARTICLE VI	DEFAULTS	81
Section 6.1	Events of Default	81
Section 6.2	Rights and Remedies	84
Section 6.3	Notice of Default	85

-ii-

TABLE OF CONTENTS

(continued)

		Page
Section 6.4	Actions in Respect of Letters of Credit	85
ARTICLE VII	THE ADMINISTRATIVE AGENT	87
Section 7.1	Appointment and Authorization	87
Section 7.2	Administrative Agent and Affiliates	88
Section 7.3	Action by Administrative Agent	88
Section 7.4	Consultation with Experts	89
Section 7.5	Liability of Administrative Agent; Erroneous Payments	89
Section 7.6	Indemnification	91
Section 7.7	Credit Decision	92
Section 7.8	Successor Administrative Agent	92
Section 7.9	Administrative Agent’s Fee	93
Section 7.10	Copies of Notices	93
Section 7.11	Sub-Agents	93
Section 7.12	No Duties	93
Section 7.13	Certain ERISA Matters	93
ARTICLE VIII	CHANGE IN CIRCUMSTANCES	95
Section 8.1	Alternate Rate of Interest	95
Section 8.2	Illegality	97
Section 8.3	Increased Cost and Reduced Return	98
Section 8.4	Taxes	99<100>
Section 8.5	Base Rate Loans Substituted for Affected Euro-Dollar<Term Benchmark> Loans	103<104>
Section 8.6	SPC Loans	104
Section 8.7	Mitigation Obligations; Replacement of Banks	105<106>
ARTICLE IX	MISCELLANEOUS	106<107>
Section 9.1	Notices	106<107>
Section 9.2	No Waivers	109
Section 9.3	Expenses; Indemnification	109
Section 9.4	Sharing of Set-Offs	110
Section 9.5	Amendments and Waivers	111
Section 9.6	Successors and Assigns	112
Section 9.7	USA Patriot Act	115
Section 9.8	Defaulting Lenders	115<116>
Section 9.9	Governing Law; Submission to Jurisdiction.	118
Section 9.10	Marshaling<Marshalling>; Recapture	119
Section 9.11	Counterparts; Integration; Effectiveness	119
Section 9.12	WAIVER OF JURY TRIAL	120
Section 9.13	Survival	120<121>
Section 9.14	Domicile of Loans	120<121>
Section 9.15	Limitation of Liability	120<121>

-iii-

TABLE OF CONTENTS

(continued)

		Page
Section 9.16	No Bankruptcy Proceedings	121
Section 9.17	Optional Increase in Commitments	121
Section 9.18	Severability	124
Section 9.19	Interest Rate Limitation	124<125>
Section 9.20	Transitional Arrangements	124<125>
Section 9.21	Confidentiality	125<126>
Section 9.22	No Fiduciary Duty, etc	126
Section 9.23	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	127
Section 9.24	Acknowledgement Regarding Any Supported QFCs	127<128>

-iv-

Exhibit A-1	-	Form of Revolving Note
Exhibit A-2	-	Form of Term Note
Exhibit A-3	-	Form of Designated Lender Note
Exhibit B	-	Unencumbered Asset Pool Properties (Fee Interests)
Exhibit C	-	Unencumbered Asset Pool Properties (Leasehold Interests)
Exhibit D	-	Form of Assignment and Assumption
Exhibit E	-	Form of Money Market Quote Request
Exhibit F	-	Form of Invitation for Money Market Quotes
Exhibit G	-	Form of Money Market Quote
Exhibit H	-	Form of Designation Agreement
Exhibit I-1	-	Form of U.S. Tax Compliance Certificate
Exhibit I-2	-	Form of U.S. Tax Compliance Certificate
Exhibit I-3	-	Form of U.S. Tax Compliance Certificate
Exhibit I-4	-	Form of U.S. Tax Compliance Certificate
Exhibit J		Form of Sustainability Metric Annual Certificate
Schedule 1A	-	Loan Commitments
Schedule 1C	-	Letter of Credit Commitments and Fronting Bank Notice Information
Schedule 4.22	-	Labor Matters
Schedule 5.16	-	Specified Unencumbered Real Property Assets

-v-

THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 20, 2021, among KILROY REALTY, L.P. (the “Borrower”), JPMORGAN CHASE BANK, N.A., as Bank and as Administrative Agent for the Banks (the “Administrative Agent”), JPMorgan Chase Bank, N.A., as Joint Lead Arranger and Joint Bookrunner, BOFA SECURITIES, INC., as Joint Lead Arranger and Joint Bookrunner, WELLS FARGO SECURITIES, LLC, as Joint Lead Arranger and Joint Bookrunner, PNC CAPITAL MARKETS LLC, as Joint Lead Arranger, U.S. BANK NATIONAL ASSOCIATION, as Joint Lead Arranger, BANK OF AMERICA, N.A., as Bank and Syndication Agent, WELLS FARGO BANK, N.A., PNC BANK, NATIONAL ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION, BANK OF THE WEST, BARCLAYS BANK PLC, MUFG UNION BANK, N.A., SUMITOMO MITSUI BANKING CORPORATION and THE BANK OF NOVA SCOTIA, as Banks and Co-Documentation Agents, the BANKS listed on the signature pages hereof (the “Banks”) and J.P. MORGAN SECURITIES LLC and BOFA SECURITIES, INC., as Sustainability Structuring Agents.

RECITALS

WHEREAS, the Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto are parties to a Second Amended and Restated Credit Agreement dated as of July 24, 2017 (the “Existing Credit Agreement”);

WHEREAS, the parties wish to amend and restate the Existing Credit Agreement in its entirety.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend and restate the Existing Credit Agreement in its entirety as follows:

ARTICLE I

DEFINITIONS

Section 1.1Definitions. The following terms, as used herein, have the following meanings:

“Absolute Rate Auction” means a solicitation of Money Market Quotes setting forth Money Market Absolute Rates pursuant to Section 2.3.

"Acquisition Property" means, as of any date of determination, any Real Property Assets acquired within such fiscal quarter and/or the immediately preceding three fiscal quarters.

“Additional Credit Extension Amendment” means an amendment to this Agreement providing for any Incremental Commitments which shall be consistent with the applicable provisions of this Agreement relating to such Incremental Commitments and otherwise reasonably satisfactory to the Administrative Agent and the Borrower.

“Adjusted Annual EBITDA” means, for any period, Annual EBITDA for such period, minus the sum of (a) interest income other than interest income from mortgage notes not

1

in excess of $10,000,000 per annum, and (b) a management fee reserve in an amount equal to 3% of consolidated total revenue (after deduction of interest income of the Borrower and its subsidiaries for such period), plus the sum of (a) general and administrative expenses for such period to the extent included in Annual EBITDA and (b) actual management fees relating to Real Property <Assets>for such period.

“Adjusted London Interbank Offered Rate” has the meaning set forth in Section 2.7(b).<Daily Effective SOFR Rate” means, for any day, an interest rate per annum equal to the floating overnight Daily Effective SOFR Rate, plus 0.10%; providedthat>< if the Adjusted Daily Effective SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.>

<“Adjusted Term SOFR Rate” means, for any Interest Period, an interest rate per annum equal to (a) the Term SOFR Rate for such Interest Period, plus (b) 0.10%; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement>.

“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Banks hereunder, and its successors in such capacity.

“Administrative Questionnaire” means, with respect to each Bank, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Borrower) duly completed by such Bank.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, with respect to a specified 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. In no event shall (x) the Administrative Agent or any Bank or (y) any other Person that is engaged in the business of making commercial loans (including revolving loans) in the ordinary course of business and for which the General Partner or the Borrower does not, directly or indirectly, possess the power to cause the direction of the investment policies of such Person be deemed to be an Affiliate of the Borrower.

“Agency Site” means the Electronic System established by the Administrative Agent to administer this Agreement.

“Agent Party” has the meaning set forth in Section 9.1(d)(ii).

“Agreement” means this Second Amended and Restated Credit Agreement, as the same may from time to time hereafter be modified, supplemented or amended.

“Aggregate Exposure” means, with respect to any Bank at any time, an amount equal to the sum of (i) the amount of such Bank’s Term Loan Commitment (if any) then in effect plus the aggregate then unpaid principal amount of such Bank’s Term Loans (if any) and (ii) the amount of such Bank’s Revolving Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such Bank’s outstanding Revolving Loans.

2

“Aggregate Exposure Percentage” means, with respect to any Bank at any time, the ratio (expressed as a percentage) of such Bank’s Aggregate Exposure at such time to the Aggregate Exposures of all Banks at such time.

<“Agreement” means this Third Amended and Restated Credit Agreement, as the same may from time to time hereafter be modified, supplemented or amended.>

“Annual EBITDA” means, measured as of the last day of each calendar quarter (and without duplication), an amount derived from (i) total revenues relating to all Real Property Assets of the Borrower, the General Partner and their Consolidated Subsidiaries or to the Borrower’s or the General Partner’s interest in Minority Holdings for the previous four consecutive calendar quarters including the quarter then ended, on an accrual basis without giving effect to the straight-lining of rents, plus (ii) interest and other income of the Borrower, the General Partner and their Consolidated Subsidiaries, including, without limitation, real estate service revenues, for such period, plus (iii) nonrecurring extraordinary losses (including losses from the sale of Real Property Assets and/or early extinguishment of Debt or the forgiveness of Debt) for such period, plus (iv) non-cash compensation expense for such period not in excess of $15,000,000 per annum, plus (v) costs and expenses incurred during such period with respect to acquisitions consummated during such period, less (vi) total operating expenses and other expenses relating to such Real Property Assets and to the Borrower’s and the General Partner’s interest in Minority Holdings for such period (other than interest, taxes, depreciation, amortization, and other non-cash items), less (vii) total corporate operating expenses (including general overhead expenses) and other expenses of the Borrower, the General Partner, their Consolidated Subsidiaries and the Borrower’s and the General Partner’s interest in Minority Holdings (other than interest, taxes, depreciation, amortization and other non-cash items), less (viii) gains from discontinued operations and extraordinary gains for such period, plus (ix) extraordinary losses for such period and less (x) nonrecurring extraordinary gains (including gains from the sale of Real Property Assets and/or the early extinguishment of Debt or the forgiveness of Debt) for such period. For purposes of this Agreement, Annual EBITDA shall be deemed to include only the Borrower’s pro rata share (such share being based upon the Borrower’s percentage ownership interest as shown on the General Partner’s annual audited financial statements) of the Annual EBITDA of any Person in which the Borrower, directly or indirectly, owns an interest.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Affiliates<Subsidiaries> from time to time concerning or relating to bribery, corruption or money-laundering.

“Applicable Interest Rate” means the lesser of (x) the rate at which the interest rate applicable to any floating rate Debt could be fixed, at the time of calculation, by the Borrower entering into an unsecured interest rate swap agreement (or, if such rate is incapable of being fixed by entering into an unsecured interest rate swap agreement at the time of calculation, a reasonably determined fixed rate equivalent), and (y) the rate at which the interest rate applicable to such floating rate Debt is actually capped, at the time of calculation, if the Borrower has entered into an interest rate cap agreement with respect thereto or if the documentation for such Debt contains a cap.

3

“Applicable Lending Office” means, with respect to any Bank, (i) in the case of its Base Rate Loans and LIBOR Daily<Committed> Loans, its Domestic Lending Office, <and> (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office, and (iii) in the case of its Money Market Loans, its Money Market Lending Office.

“Applicable Margin” means, (a) with respect to each Revolving Loan, the respective percentages per annum determined, at any time, based on the range into which Borrower’s Credit Rating then falls, in accordance with the following table:

Range of Borrower’s Credit Rating*	Applicable Margin for Euro-Dollar<Term Benchmark> Revolving Loans and LIBOR Daily <RFR> Loans (% per annum)	Applicable Margin for Base Rate Revolving Loans (% per annum)
A-/A3 or better	0.725%	0.000%
BBB+/Baal	0.775%	0.000%
BBB/Baa2	0.900%	0.000%
BBB-/Baa3	1.100%	0.100%
<BBB-/Baa3 or unrated	1.450%	0.450%

* Applicable rating for purposes of determining the Applicable Margin is Borrower’s Credit Rating and if there are only two Borrower’s Credit Ratings, then it will be the higher of the two. In the event that the Borrower’s Credit Ratings are more than one level apart, the median rating will be used. If there are three Borrower’s Credit Ratings and such ratings are split, then, if the difference between the highest and lowest is one level apart, it will be the highest of the three, but if the difference is more than one level, the rating will be the average of the two highest (or if such average is not a recognized category, then the second highest rating will be used). If there is only one Borrower’s Credit Rating, the Applicable Margin shall be based on such rating.

Should Borrower (or General Partner) lose its Investment Grade Rating from both S&P and Moody’s, pricing will revert to the unrated portion of the table above. Upon reinstatement of such Investment Grade Rating from either S&P or Moody’s, pricing will revert to the rated pricing table above.

Notwithstanding the foregoing, commencing with the fiscal year ending December 31, 2021, if the Borrower delivers a Sustainability Metric Annual Certificate to the Administrative Agent, certifying that the Sustainability Metric as of December 31 of the most recently ended fiscal year (the “Specified Test Year”) was no less than the Sustainability Metric Election Threshold and electing that the Applicable Margin instead be based on the table set forth below (the “Sustainability Metric Pricing Grid”), then the Applicable Margin with respect to the Revolving Loans shall be based on the Sustainability Metric Pricing Grid for the period commencing five (5) Domestic Business Days following the date such Sustainability Metric Annual Certificate is delivered to the Administrative Agent until the earliest of (i) five (5) Domestic Business Days following the date on which a Sustainability Metric Annual Certificate is delivered for the fiscal year ending immediately after such Specified Test Year, indicating that the Borrower does not elect to apply the Sustainability Metric Pricing Grid or that the Sustainability Metric for the fiscal

4

year ending immediately after such Specified Test Year was less than the Sustainability Metric Election Threshold, (ii) five (5) Domestic Business Days following the date the Borrower is required to have delivered a compliance certificate pursuant to Section 5.1(c) relating to the financial statements for the fiscal year ending immediately after such Specified Test Year with respect to the fiscal year ending immediately after such Specified Test Year if the Borrower has not delivered a Sustainability Metric Annual Certificate certifying that the Sustainability Metric as of December 31 of the fiscal year ending immediately after such Specified Test Year was no less than the Sustainability Metric Election Threshold and (iii) five (5) Domestic Business Days following the delivery of a compliance certificate pursuant to Section 5.1(c) relating to the financial statements for the fiscal year ending immediately after such Specified Test Year if the Borrower has not delivered a Sustainability Metric Annual Certificate certifying that the Sustainability Metric as of December 31 of the fiscal year ending immediately after such Specified Test Year was no less than the Sustainability Metric Election Threshold; provided that (x) if the Sustainability Metric for any fiscal year is less than the Sustainability Metric Election Threshold, the Borrower shall not be restricted from making any subsequent election to apply the Sustainability Metric Pricing Grid pursuant to this paragraph if the Sustainability Metric for the fiscal year most recently ended prior to such election is no less than the Sustainability Metric Election Threshold, and (y) a Sustainability Metric Annual Certificate electing to apply the Sustainability Metric Pricing Grid pursuant to this paragraph may be delivered at any time by the Borrower so long as the Sustainability Metric for the fiscal year most recently ended prior to such election is no less than the Sustainability Metric Election Threshold. If, as a result of (A) the agreement by the Borrower, the Administrative Agent and the Revolving Credit Banks that the Sustainability Metric for any fiscal year as reported on any Sustainability Metric Annual Certificate was inaccurate or (B) the Borrower, the Administrative Agent or the Revolving Credit Banks becoming aware of any material inaccuracy in the Sustainability Metric for any fiscal year as reported on any Sustainability Metric Annual Certificate (and, in the case of the Administrative Agent or the Revolving Credit Banks becoming aware thereof, written notice thereof has been delivered to the Borrower setting forth in reasonable detail the basis for such determination) and, in each case, the Borrower made an election to apply the Sustainability Metric Pricing Grid pursuant to such Sustainability Metric Annual Certificate and a proper calculation of the Sustainability Metric for such fiscal year would not have resulted in any adjustment to the Applicable Margin pursuant to the Sustainability Metric Pricing Grid for the relevant period covered by such election, then the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Banks or Fronting Banks, as the case may be, promptly (and in any event, within five (5) DomesticBusiness Days) following written demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code, immediately, automatically and without further action by the Administrative Agent, any Revolving Credit Bank or any Fronting Bank), an amount equal to the excess of the amount of interest and fees that should have been paid for such period (or relevant portion thereof then elapsed in respect of which payments of interest and/or fees were previously made) over the amount of interest and fees actually paid for such period (or relevant portion thereof). Notwithstanding anything to the contrary herein, unless such amounts shall be due upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code, (i) any additional amounts required to be paid pursuant to the immediately preceding sentence shall not be due and payable until a written demand is made for such payment by the Administrative Agent,

5

(ii) any nonpayment of such additional amounts prior to or upon such demand for payment by Administrative Agent shall not constitute a Default (whether retroactively or otherwise), and (iii) none of such additional amounts shall be deemed overdue prior to such a demand or shall accrue interest at the default rate specified in Section 2.7(e) prior to such a demand. Each party hereto hereby agrees that neither the Administrative Agent nor any Sustainability Structuring Agent shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by Borrower of any Sustainability Metric or Sustainability Metric Election Threshold (or any of the data or computations that are part of or related to any such calculation) set forth in any Sustainability Metric Annual Certificate or compliance certificate (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry).

Sustainability Metric Pricing Grid

Range of Borrower’s Credit Rating	Applicable Margin for Euro-Dollar<Term Benchmark> Revolving Loans and LIBOR Daily <RFR> Loans (% per annum)	Applicable Margin for Base Rate Revolving Loans (% per annum)
A-/A3 or better	0.715%	0.000%
BBB+/Baal	0.765%	0.000%
BBB/Baa2	0.890%	0.000%
BBB-/Baa3	1.090%	0.090%
<BBB-/Baa3 or unrated	1.440%	0.440%

and (b) with respect to Term Loans made pursuant to Section 9.17, the applicable margin with respect thereto as set forth in the Additional Credit Extension Amendment establishing such Term Loans.

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Bank, (b) an Affiliate of a Bank or (c) an entity or an Affiliate of an entity that administers or manages a Bank.

“Assignee” has the meaning set forth in Section 9.6(c).

“Assignment and Assumption” means an assignment and assumption entered into by a Bank and an assignee (with the consent of any party whose consent is required by Section 9.6), and accepted by the Administrative Agent, in the form of Exhibit D or any other form (including electronic records generated by the use of an electronic platform) approved by the Administrative Agent.

“Availability Period” has the meaning set forth in Section 2.9.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark <(or component thereof)>

6

or payment period for interest calculated with reference to such Benchmark <(or component thereof)>, as applicable, that is or may be used for determining the length of an Interest Period <for any term rate or otherwise, for determining any frequency of making payments of interest calculated> pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause(f<e>) of Section 8.1.

“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 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, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) 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” means each bank listed on the signature pages hereof, each Assignee which becomes a Bank pursuant to Section 9.6(c), and their respective successors and each Designated Lender; provided, however, that the term “Bank” shall exclude each Designated Lender when used in reference to a Committed Revolving Loan, the Revolving Commitments or terms relating to the Committed Revolving Loans and the Revolving Commitments and shall further exclude each Designated Lender for all other purposes hereunder except that any Designated Lender which funds a Money Market Loan shall, subject to Section 9.6(d), have the rights (including the rights given to a Bank contained in Section 9.3 and otherwise in Article 9) and obligations of a Bank associated with holding such Money Market Loan. Unless the context otherwise requires, the term “Banks” shall include the Fronting Banks.

“Bankruptcy Code” means Title 11 of the United States Code, entitled “Bankruptcy”, as amended from time to time, and any successor statute or statutes.

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person 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 permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

7

“Base Rate” means, for any day, a rate per annum equal to thehighest<greatest> of (i<a>) the Prime Rate< in effect on such day>, (ii<b>) the NYFRB Rate +.50<in effect on such day plus ½ of 1>% and (iii<c>) one-month London Interbank Offered Rate (determined as though the interest period commenced as of the date of determination and <the Adjusted Term SOFR Rate for a one month Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1%; provided that for the purpose of this definition, the Adjusted Term SOFR Rate for any day shall be>based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one-month Interest Period, the Interpolated <Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference> Rate<methodology>)) + 1%. Any change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate or the London Interbank Offered<Adjusted Term SOFR> Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the London Interbank Offered<Adjusted Term SOFR> Rate, respectively. If the Base Rate is being used as an alternate rate of interest pursuant to Section 8.1 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 8.1(b)), then the Base Rate shall be the greater of clauses (i<a>) and (ii<b>) above and shall be determined without reference to clause (iii<c>) above. For the avoidance of doubt, if the Base Rate as determined pursuant to the foregoing would be less than 1<1.0>%, such rate shall be deemed to be 1<1.0>% for purposes of this Agreement.

“Base Rate Borrowing” means a Borrowing comprised of Base Rate Loans.

“Base Rate Loan” means a Committed Loan to be made by a Bank as a Base Rate Loan in accordance with the applicable Notice of Borrowing or pursuant to Article VIII.

“Benchmark” means, initially, the London Interbank Offered<with respect to any (i) Term Benchmark Loan, the Term SOFR Rate or (ii) RFR Loan, the Daily Effective SOFR> Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its<the> related Benchmark Replacement Date have occurred with respect to the London Interbank Offered Rate<Term SOFR Rate or Daily Effective SOFR Rate, as applicable, >or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) or clause (c) of Section 8.1.

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(1) the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;

(2) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;

8

(3) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time and (b) <in> the related Benchmark Replacement Adjustment;

providedthat, in the case of clause (1), such Unadjusted Benchmark Replacement is 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; providedfurther that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall revert to and shall be deemed to be the sum of (a) Term SOFR <United States> and (b) the related Benchmark Replacement Adjustment, as set forth in clause (1) of this definition (subject to the first proviso above).

If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3)<the> above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:

(1) for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Administrative Agent:

(a) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor;

(b) the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and

(2) for purposes of clause (3) of the definition of “Benchmark Replacement,”<,> the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any

9

selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date <and>/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities;

provided that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion. <at such time>.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement< and/or any Term Benchmark Loan>, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Euro-Dollar<Business Day,” the definition of “U.S. Government Securities> 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, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides <(>in its reasonable discretion<consultation with the Borrower)> 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 decides <(in consultation with the Borrower) >that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines <(in consultation with the Borrower) >that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Replacement Date” means<, with respect to any Benchmark,> the earliest to occur of the following events with respect to the<such> then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) 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>

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the <first>date of <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 public< most recent> statement or publication of information referenced therein;

10

(3) in the case of a Term SOFR Transition Event, the date that is thirty (30) days after the date a Term SOFR Notice is provided to the Banks and the Borrower pursuant to Section 8.1(c); or<in such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.>

(4) in the case of an Early Opt-in Election, the sixth (6th) Domestic Business Day after the date notice of such Early Opt-in Election is provided to the Banks, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Domestic Business Day after the date notice of such Early Opt-in Election is provided to the Banks, written notice of objection to such Early Opt-in Election from Banks comprising the Required Banks.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means<, with respect to any Benchmark,> the occurrence of one or more of the following events with respect to the<such> then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), 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 such component thereof);

(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, <the CME Term SOFR Administrator, >an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), <in each case, >which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) 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 such component thereof); or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer<, or as of a specified future date will no longer be,> representative.

11

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means<, with respect to any Benchmark,> the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the<such> then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 8.1 and (y) ending at the time that a Benchmark Replacement has replaced the<such> then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 8.1.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

<“Benefit Arrangement” means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.>

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations 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”.

“Benefit Arrangement” means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.

“BHC Act Affiliate” of a party means an “affiliate’ (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Borrower” means Kilroy Realty, L.P. and its successors.

“Borrower’s Credit Rating” means the rating assigned by the Rating Agencies to the General Partner’s or the Borrower’s senior unsecured long term indebtedness, or if no such rating is available, then the General Partner’s or the Borrower’s issuer rating.

“Borrowing” has the meaning set forth in Section 1.3.

“Boundary Property” means any building that is part of the Borrower’s portfolio of assets under management and that the Borrower identifies internally as under the Borrower’s operational control. For purposes of this definition, such operational control shall mean that the Borrower or any of its Controlled Subsidiaries maintains, provides service to, and/or has the authority to implement operating policies with respect to energy usage, water usage and/or waste

12

disposal, in any such case, for all or any portion of such building. Any reference herein to the square footage of a Boundary Property shall be a reference to the total square footage of such Boundary Property, regardless of whether the Borrower’s operational control is with respect to all or a portion of such Boundary Property.

<“Business Day” means, any day (other than a Saturday or a Sunday) on which banks are open for business in New York City; provided that, in addition to the foregoing, a Business Day shall be, in relation to Loans referencing the Adjusted Term SOFR Rate and any interest rate settings, fundings, disbursements, settlements or payments of any such Loans referencing the Adjusted Term SOFR Rate or any other dealings of such Loans referencing the Adjusted Term SOFR Rate, any such day that is only a U.S. Government Securities Business Day.>

“Capital Expenditures” means, for any period, the sum of all recurring expenditures on capital improvements (whether paid in cash or accrued as a liability) by the Borrower which are capitalized on the consolidated balance sheet of the Borrower in conformity with GAAP, but less (i) all expenditures made with respect to the acquisition by the Borrower and its Consolidated Subsidiaries of any interest in real property within nine months after the date such interest in real property is acquired and (ii) capital expenditures made from the proceeds of insurance or condemnation awards (or payments in lieu thereof) or indemnity payments received during such period by Borrower or any of its Consolidated Subsidiaries from third parties.

“Cash or Cash Equivalents” means (i) cash, (ii) direct obligations of the United States Government, including, without limitation, treasury bills, notes and bonds, (iii) interest bearing or discounted obligations of Federal agencies and Government<government> sponsored entities or pools of such instruments offered by banks rated AA or better by S&P or Aa2 by Moody’s and dealers, including, without limitation, Federal Home Loan Mortgage Corporation participation sale certificates, Government National Mortgage Association modified pass-through certificates, Federal National Mortgage Association bonds and notes, Federal Farm Credit System securities, (iv) time deposits, domestic and Eurodollar<eurodollar> certificates of deposit, bankers acceptances, commercial paper rated at least A-1 by S&P and P-1 by Moody’s, and/or guaranteed by an Aa rating by Moody’s, an AA rating by S&P, or better rated credit, floating rate notes, other money market instruments and letters of credit each issued by banks which have a long-term debt rating of at least AA by S&P or Aa2 by Moody’s, (v) obligations of domestic corporations, including, without limitation, commercial paper, bonds, debentures, and loan participations, each of which is rated at least AA by S&P, and/or Aa2 by Moody’s, and/or unconditionally guaranteed by an AA rating by S&P, an Aa2 rating by Moody’s, or better rated credit, (vi) obligations issued by states and local governments or their agencies, rated at least MIG-1 by Moody’s and/or SP-1 by S&P and/or guaranteed by an irrevocable letter of credit of a bank with a long-term debt rating of at least AA by S&P or Aa2 by Moody’s, (vii) repurchase agreements with major banks and primary government securities dealers fully secured by U.S. Government or agency collateral equal to or exceeding the principal amount on a daily basis and held in safekeeping, (viii) real estate loan pool participations, guaranteed by an entity with an AA rating given by S&P or an Aa2 rating given by Moody’s, or better rated credit, and (ix) shares of any mutual fund that has its assets primarily invested in the types of investments referred to in clauses (i) through (v).

“Change in Law” has the meaning set forth in Section 8.3.

13

“Charges” has the meaning set forth in Section 9.19.

“Class” when used in reference to any Loan or Borrowing, refers to whether such Loan or the Loans comprising such Borrowing are Revolving Loans or Term Loans.

“Closing Date” has the meaning set forth in Section 3.1.

<“CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).>

“Commitment” means, with respect to each Bank, its Revolving Commitment and/or its Term Loan Commitment, as the context may require.

“Commitment Percentage” means, with respect to each Bank, its Revolving Commitment Percentage and/or its Term Loan Commitment Percentage, as the context may require.

“Committed Borrowing” means a Committed Revolving Borrowing and/or a Committed Term Borrowing, as the context may require.

“Committed Loans” means Committed Revolving Loans and/or Committed Term Loans, as the context may require.

“Committed Revolving Borrowing” has the meaning set forth in Section 1.3.

“Committed Revolving Loan” means a Revolving Loan made by a Bank pursuant to Section 2.1; provided that, if any such Revolving Loan or Loans (or portions thereof) are combined or subdivided pursuant to a Notice of Interest Rate Election, the term “Committed Revolving Loan” shall refer to the combined principal amount resulting from such combination or to each of the separate principal amounts resulting from such subdivision, as the case may be.

“Committed Term Borrowing” has the meaning set forth in Section 1.3.

“Committed Term Loan” means any Term Loan made by a Bank pursuant to Section 9.17; provided that, if any such Term Loan or loans (or portions thereof) are combined or subdivided pursuant to a Notice of Interest Rate Election, the term “Committed Term Loan” shall refer to the combined principal amount resulting from such combination or to each of the separate principal amounts resulting from such subdivision, as the case may be.

“Communications” has the meaning set forth in Section 9.1(d)(ii).

“Completion of Construction” means the issuance of a temporary or permanent certificate of occupancy for the improvements under construction, permitting the use and occupancy thereof for their regular intended uses.

“Connection Income Taxes” means Other Connection Taxes (which, for the avoidance of doubt, shall include Taxes imposed on one of the jurisdictional bases described in

14

subsection (a)(i) of the definition of Excluded Taxes) that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Subsidiary” means, at any date, any Subsidiary or other entity which is consolidated with the Borrower in accordance with GAAP.

“Contingent Obligation” as to any Person means, without duplication, (i) any guaranty of the principal of the Debt of any other Person, (ii) any contingent obligation of such Person with respect to Debt of any other Person required to be shown on such Person’s balance sheet in accordance with GAAP, and (iii) any obligation required to be disclosed in the footnotes to such Person’s financial statements, guaranteeing partially or in whole any non-recourse Debt, lease, dividend or other obligation, exclusive of contractual indemnities (including, without limitation, any indemnity or price-adjustment provision relating to the purchase or sale of securities or other assets) and guarantees of non-monetary obligations (other than guarantees of completion) which have not yet been called on or quantified, of such Person or of any other Person. The amount of any Contingent Obligation described in clause (iii) shall be deemed to be (a) with respect to a guaranty of interest or interest and principal, or operating income guaranty, the sum of all payments required to be made thereunder (which in the case of an operating income guaranty shall be deemed to be equal to the debt service for the note secured thereby), calculated at the Applicable Interest Rate, through (i) in the case of an interest or interest and principal guaranty, the stated date of maturity of the obligation (and commencing on the date interest could first be payable thereunder), or (ii) in the case of an operating income guaranty, the date through which such guaranty will remain in effect, and (b) with respect to all guarantees not covered by the preceding clause (a), an amount equal to the stated or determinable amount of the primary obligation in respect of which such guaranty is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as recorded on the balance sheet and on the footnotes to the most recent financial statements of the Borrower or the General Partner, as applicable, required to be delivered pursuant to Section 4.4 hereof. Notwithstanding anything contained herein to the contrary, guarantees of completion shall not be deemed to be Contingent Obligations unless and until a claim for payment or performance has been made thereunder, at which time any such guaranty of completion shall be deemed to be a Contingent Obligation in an amount equal to any such claim. Subject to the preceding sentence, (i) in the case of a joint and several guaranty given by such Person and another Person (but only to the extent such guaranty is recourse, directly or indirectly to the Borrower), the amount of the guaranty shall be deemed to be 100% thereof unless and only to the extent that such other Person has delivered Cash or Cash Equivalents to secure all or any part of such Person’s guaranteed obligations, (ii) in the case of joint and several guarantees given by a Person in whom the Borrower owns an interest (which guarantees are non-recourse to the Borrower), to the extent the guarantees, in the aggregate, exceed 15% of total real estate investments of such Person, the amount in excess of 15% shall be deemed to be a Contingent Obligation of the Borrower, and (iii) in the case of a guaranty (whether or not joint and several) of an obligation otherwise constituting Debt of such Person, the amount of such guaranty shall be deemed to be only that amount in excess of the amount of the obligation constituting Debt of such Person. Notwithstanding anything contained herein to the contrary, “Contingent Obligations” shall not be deemed to include guarantees of Unused Commitments or of construction loans to the extent the same have not been drawn.

15

“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.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Covered Entity” means any of the following:

(i)a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii)a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning assigned to it in Section 9.24.

“Credit Party” means the Administrative Agent, each Fronting Bank, or any other Bank.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which may include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided, that if the Administrative Agent 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. <Effective SOFR Rate” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR effective for such SOFR Rate Day (or, if not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day preceding such SOFR Rate Day), in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in the Daily Effective SOFR Rate due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower>.

“Debt” of any Person (including Minority Holdings) means, without duplication, (A) (i) the face amount of all indebtedness of such Person for borrowed money or for the deferred purchase price of property or any asset (other than current trade payables and accrued expenses payable in the ordinary course of business) and, (ii) the face amount of all indebtedness of such Person evidenced by a note, bond, debenture or similar instrument (whether or not disbursed in full in the case of a construction loan), (B) the face amount of all letters of credit issued for the account of such Person and, without duplication, all unreimbursed amounts drawn thereunder, (C) as shown on such Person’s balance sheet, all Contingent Obligations of such Person with respect

16

to Debt of another other Person, (D) all “mark to market” liabilities of such Person under any interest rate protection agreement (including, without limitation, any interest rate swaps, caps, floors, collars and similar agreements) or other hedging agreements and currency swaps and foreign exchange contracts or similar agreements. For purposes of this Agreement, Debt (other than Contingent Obligations of the Borrower, General Partner or their Wholly-Owned<wholly-owned> Subsidiaries and Minority Holdings) of the Borrower (or the Borrower, the General Partner and their Consolidated Subsidiaries and Minority Holdings on a consolidated basis) shall be deemed to include only the Borrower's pro rata share (such share being based upon the Borrower's percentage ownership interest as shown on the General Partner's annual audited financial statements) of the Debt of any Person in which the Borrower, directly or indirectly, owns an interest, provided that such Debt is nonrecourse, both directly and indirectly, to the Borrower.

“Default” means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means any Bank that (a) has failed, within two Domestic Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Bank notifies the Administrative Agent in writing that such failure is the result of such Bank’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Bank’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan<Loan> under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Domestic Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Bank that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit under this Agreement, provided that such Bank shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a (A) Bankruptcy Event or (B) a Bail-In Action.

17

“Designated Lender” means a special purpose corporation that (i) shall have become a party to this Agreement pursuant to Section 9.6(d), and (ii) is not otherwise a Bank.

“Designated Lender Notes” means promissory notes of the Borrower, substantially in the form of Exhibit A-3 hereto, evidencing the obligation of the Borrower to repay Money Market Loans made by Designated Lenders, and “Designated Lender Note” means any one of such promissory notes issued under Section 9.6(d) hereof.

“Designating Lender” shall have the meaning set forth in Section 9.6(d) hereof.

“Designation Agreement” means a designation agreement in substantially the form of Exhibit H attached hereto, entered into by a Bank and a Designated Lender and accepted by the Administrative Agent.

“Development Properties” means any Real Property Assets which are 100% owned in fee (or leasehold pursuant to a Financeable Ground Lease) by the Borrower, the General Partner or any of their Consolidated Subsidiaries or any Minority Holdings and which are not subject to any Lien (other than Permitted Liens), and which are under development or redevelopment, provided that Real Property Assets shall cease to be Development Properties as of the earlier to occur of (a) the date which is eighteen (18) months after Completion of Construction thereof, and (b) the first fiscal quarter in which the occupancy rate of the applicable Development Property has averaged eighty-five percent (85%) or more.

“Dollar” and “$” mean dollars which are the lawful money of the United States.

“Domestic Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City and Los Angeles are authorized by law to close.

“Domestic Lending Office” means, as to each Bank, its office located within the United States at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Domestic Lending Office) or such other office within the United States as such Bank may hereafter designate as its Domestic Lending Office by notice to the Borrower and the Administrative Agent; provided that no Bank shall be permitted to change its Domestic Lending Office if as a result of such change either (i) pursuant to the provisions of Section 8.1 or Section 8.2, Borrower would be unable to maintain any Loans as Euro-Dollar<Term Benchmark> Loans or LIBOR Daily<RFR> Loans; or (ii) Borrower would be required to make any payment to such Bank pursuant to the provisions of Section 8.3 or Section 8.4.

“Early Opt-in Election”means, if the then-current Benchmark is the London Interbank Offered Rate, the occurrence of:

(1) a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other parties hereto that at least fivecurrently outstanding dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and

(2) the joint election by the Administrative Agent and the Borrower to trigger a fallback from the London Interbank Offered Rate and the provision by the Administrative Agent of written notice of such election to the Banks.

“EEA Financial Institution” means (a) any institution 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

18

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<Person> entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

“Electronic System” means any electronic system, including e-mail, e-fax, Intralinks®, ClearPar®, Debt Domain, Syndtrak and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent or any of its respective Related Persons<Parties> or any other Person, providing for access to data protected by passcodes or other security system and chosen by the Administrative Agent to be its electronic transmission system.

“Eligible Assignee” means (a) a Bank (other than a Defaulting Lender) or any Affiliate or Approved Fund thereof or (b) one or more banks, finance companies, insurance or other financial institutions which (1) has (or, in the case of a bank which is a subsidiary, such bank’s parent has) a rating of its senior debt obligations of not less than Baa-1 by Moody’s or a comparable rating by a rating agency acceptable to the Administrative Agent, and (2) has total assets in excess of Ten Billion Dollars ($10,000,000,000).

“Environmental Affiliate” means any partnership, or joint venture, trust or corporation in which an equity interest is owned by the Borrower, either directly or indirectly.

“Environmental Approvals” means any permit, license, approval, ruling, variance, exemption or other authorization required under applicable Environmental Laws by a court or governmental agency having jurisdiction.

“Environmental Claim” means, with respect to any Person, any notice, claim, demand or similar communication (written or oral) by any other Person alleging potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damage, property damage, personal injuries, fines or penalties arising out of, based on or resulting from (i) the presence, or release into the environment, of any Material of Environmental Concern at any location, whether or not owned by such Person or (ii) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law, in each case as to which could reasonably be expected to have a Material Adverse Effect.

“Environmental Laws” means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans,

19

injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to the environment, the effect of the environment on human health or to emissions, discharges or releases of pollutants, contaminants, Material of Environmental Concern or hazardous wastes into the environment including, without limitation, ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, Material of Environmental Concern or hazardous wastes or the clean-up or other remediation thereof.

“Environmental Report” has the meaning set forth in Section 4.7.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute.

“ERISA Group” means the Borrower, any Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower or any Subsidiary, are treated as a single employer under Section 414 of the Internal Revenue Code.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person<Person>), as in effect from time to time.

“Euro-Dollar Borrowing” has the meaning set forth in Section 1.3.

“Euro-Dollar Business Day” means any Domestic Business Day on which commercial banks are open for international business (including dealings in Dollar deposits) in London.

“Euro-Dollar Lending Office” means, as to each Bank, its office, branch or Affiliate located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Euro-Dollar Lending Office) or such other office, branch or Affiliate of such Bank as it may hereafter designate as its Euro-Dollar Lending Office by notice to the Borrower and the Administrative Agent; provided that no Bank shall be permitted to change its Euro-Dollar Lending Office if as a result of such change either (i) pursuant to the provisions of Section 8.1 or Section 8.2, Borrower would be unable to maintain any Loans as Euro-Dollar Loans or LIBOR Daily Loans; or (ii) Borrower would be required make any payment to such Bank pursuant to the provisions of Sections 8.3 or Section 8.4.

“Euro-Dollar Loan” means a Committed Loan to be made by a Bank as a Loan bearing interest at the Adjusted London Interbank Offered Rate in accordance with the applicable Notice of Committed Borrowing or Notice of Interest Rate Election.

“Euro-Dollar Reserve Percentage” has the meaning set forth in Section 2.7(b).

“Event of Default” has the meaning set forth in Section 6.1.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes

20

imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Bank, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Recipient with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect on the date on which (i) such Recipient acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request by the Borrower under Section 8.7(b)) or (ii) in the case of a Bank, such Bank changes its lending office, except in each case to the extent that, pursuant to Section 8.4, amounts with respect to such Taxes were payable either to such Bank’s assignor immediately before such Bank acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Bank immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 8.4(f) and (d) any Taxes imposed under FATCA.

“Existing Credit Agreement” has the meaning set forth in the recitals.

“Existing Loan Facility” has the meaning set forth in Section 2.19(a).

“Extended Loans” has the meaning set forth in Section 2.19(a).

“Extended Revolving Commitments” has the meaning set forth in Section 2.19(a).

“Extending Lender” has the meaning set forth in Section 2.19(b).

“Extension” has the meaning set forth in Section 2.19(a).

“Extension Election” has the meaning set forth in Section 2.19(b).

“Extension Request” has the meaning set forth in Section 2.19(a).

“Facility” means each of the Term Loan Facility and the Revolving Credit Facility, and collectively, the “Facilities”.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue 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 and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code (or any amended or successor version described above), and any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to such intergovernmental agreement; provided, that if the definition of FATCA as generally accepted by major financial institutions in the REIT finance market shall change, the Banks agree to act in good faith to amend this definition so that it is consistent with such accepted definition.

“FCA” has the meaning assigned to such term in Section 1.4.

21

“Federal Funds Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions (as determined in such manner as shall be set forth on the NYFRB’s Website from time to time) and published on the next succeeding Domestic Business Day by the NYFRB as the federal funds effective rate.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System as constituted from time to time.

“Financeable Ground Lease” means (x) a ground lease reasonably satisfactory to the Required Banks, or (y) a ground lease which provides (i) for a remaining term of not less than 25 years (including options and renewals), (ii) that the ground lease will not be terminated until any leasehold mortgagee shall have received notice of a default and has had a reasonable opportunity to cure the same or complete foreclosure, and has failed to do so, (iii) for a new lease on substantially the same terms to any leasehold mortgagee recognized under such ground lease as tenant if the ground lease is terminated for any reason, (iv) for non-merger of the fee and leasehold estates, and (v) transferability of the tenant’s interest under the ground lease, subject only to the landlord’s reasonable approval. Notwithstanding the foregoing, it is hereby agreed that the ground lease with respect to the Real Property Asset commonly known as “Kilroy Airport Center, Long Beach, California”, shall be deemed to be a “Financeable Ground Lease”.

“Fitch” means Fitch Ratings, Inc. or any successor thereto.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the London Interbank Offered Rate.<Adjusted Term SOFR Rate or the Adjusted Daily Effective SOFR Rate, as applicable. For the avoidance of doubt the initial Floor for each of the Adjusted Term SOFR Rate and the Adjusted Daily Effective SOFR Rate shall be 0.0%.>

“FMV Cap Rate” means (a) 6.00% for any office property (including any retail component in a mixed-use office project where the retail component contributes less than 15% of such project’s total revenues), (b) 6.00% for any multi-family residential property and (c) 6.75% for any retail property (other than any retail component of a mixed-use office property described in clause (a) above).

“Foreign Bank” means (a) if the Borrower is a U.S. Person, a Bank that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Bank that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

“Fronting Bank” shall mean each of JPMorgan Chase Bank, N.A., Bank of America, N.A. and Wells Fargo Bank, N.A., MUFG Union Bank, N.A. and U.S. Bank National Association and any other Bank that agrees to act as a Fronting Bank, each in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 9.6. Any Fronting Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Fronting Bank, in which case the term “Fronting Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. Each reference herein to the “Fronting Bank’ shall be deemed to be a reference to the relevant Fronting Bank.

22

“GAAP” means generally accepted accounting principles in the United States recognized as such in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession within the United States, which are applicable to the circumstances as of the date of determination.

“General Partner” means Kilroy Realty Corporation, a Maryland corporation.

“Governmental Authority” means any Federal, state or local government or any other political subdivision thereof or agency exercising executive, legislative, judicial, regulatory or administrative functions having jurisdiction over the Borrower or any Real Property Asset.

“Group of Loans” means, at any time, a group of Loans for each Class of Loan consisting of (i) all Committed Loans of such Class which are Base Rate Loans at such time, (ii) all Committed Loans of such Class which are Euro-Dollar<Term Benchmark> Loans having the same Interest Period at such time or (iii) all Revolving Loans which are LIBOR Daily<RFR> Loans at such time; provided that, if a Loan of any particular Bank is converted to or made as a Base Rate Loan pursuant to Section 8.2 or 8.4, such Loan shall be included in the same Group or Groups of Loans from time to time as it would have been in if it had not been so converted or made.

“Guaranty” means the Third Amended and Restated Guaranty, of even date herewith, made by the General Partner.

“Impacted Interest Period” has the meaning set forth in Section 2.7(b).

“Increased Amount Date” has the meaning set forth in Section 9.17(a).

“Incremental Commitments” has the meaning set forth in Section 9.17(a).

“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 the Borrower under any Loan Document and (b) to the extent not otherwise described in (a) hereof, Other Taxes.

“Indemnitee” has the meaning set forth in Section 9.3(b).

“Initial Funding Date” means the Closing Date on which all of the conditions described in Sections 3.1 and 3.2 have been satisfied (or waived) in a manner satisfactory to the Administrative Agent and the Banks and on which the initial Loans under this Agreement are made by the Banks to the Borrower.

“Interest Period” means: (i) <Payment Date” means>< (a)>< with respect to any Base Rate Loan, the last day of each March, June, September and December, and the Maturity Date, (b)>< with respect to any Term Benchmark Loan, the last day of each Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Term Benchmark Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, and the Maturity Date, (c) with respect to any RFR Loan, the fifth (5th)

23

Business Day of each calendar month for the preceding calendar month, and the Maturity Date, and (d) with respect to any Money Market Loan, the last day of each Interest Period applicable to such Loan, in the case of a Money Market Loan with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, and the Maturity Date.>

<“Interest Period” means: >

<(a)>with respect toeach Euro-Dollar<any Term Benchmark> Borrowing, the period commencing on the date of such Committed Borrowing or of any Notice of Interest Rate Election with respect to such Committed Borrowing and ending <on the numerically corresponding day in the calendar month that is >one, three or six months thereafter< (in each case, subject to the availability for the Benchmark applicable to the relevant Loan or Commitment)>, as the Borrower may elect in the applicable Notice of Committed Borrowing or Notice of Interest Rate Election; provided<,> that: (a <(i)><if> any Interest Period which would otherwise end on a day which is not a Euro-Dollar<other than a> Business Day<, such Interest Period> shall be extended to the next succeeding Euro-Dollar Business Day unless<, in each case of a Term Benchmark Borrowing only,> such Euro-Dollar< next succeeding> Business Day falls<would fall> in another<the next> calendar month, in which case such Interest Period shall end on the next preceding Euro-Dollar Business Day; (b) <, (ii)> any Interest Period which begins<that commences> on the last Euro-Dollar Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the <last >calendar month at the end of such Interest Period) shall end on the last Euro-Dollar Business Day of a<the last> calendar month; and <of such Interest Period,><(iii) any Interest Period which would otherwise end after the applicable Maturity Date shall end on the applicable Maturity Date, and (iv)>< no tenor that has been removed from this definition pursuant to Section 8.1(e) shall be available for specification in a Notice of Committed Borrowing or a Notice of Interest Rate Election; for purposes hereof, the date of a Term Benchmark Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing;>

(c)     any Interest Period which would otherwise end after the applicable Maturity Date shall end on the applicable Maturity Date

(ii)with respect to each Base Rate Borrowing or LIBOR Daily Borrowing, the period commencing on the date of such Committed Borrowing or Notice of Interest Rate Election and ending 30 days thereafter; provided that any Interest Period which would otherwise end on a day which is not a Domestic Business Day shall be extended to the next succeeding Domestic Business Day; and provided that any Interest Period which would otherwise end after the Maturity Date shall end on the Maturity Date.

(iii

<(b>) with respect to each<any> Money Market LIBOR<Term SOFR> Loan, the period commencing on the date of borrowing specified in the applicable Notice of <Money Market> Borrowing and ending <on the numerically corresponding day in the calendar month that is >one, three or, if available from all applicable Banks, six months thereafter< (in each case, subject to the

24

availability for the Benchmark applicable to the relevant Loan or Commitment)>, as the Borrower may elect in the applicable Notice of Money Market Borrowing in accordance with Section 2.3; provided<,> that: (a<i>) <if> any Interest Period which would otherwise end on a day which is not a Euro-Dollar<other than a> Business Day<, such Interest Period> shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar<next succeeding> Business Day falls<would fall> inanother <the next> calendar month, in which case such Interest Period shall end on the next preceding Euro-Dollar Business Day;(b) <(ii)> any Interest Period which begins<that commences> on the last Euro-Dollar Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the <last> calendar month at the end of such Interest Period) shall, subject to clause (c<b)(iii>) below, end on the last Euro-Dollar Business Day of a<the last> calendar month; <of such Interest Period,> (c<iii>) if any Interest Period includes a date on which a payment of principal of Loans is required to be made under Section 2.10 but does not end on such date, then (i<x>) the principal amount (if any) of each Money Market LIBOR<Term SOFR> Loan required to be repaid on such date and (ii<y>) the remainder (if any) of each such Money Market LIBOR<Term SOFR> Loan shall have an Interest Period determined as set forth above; and<,> (d<iv>) any Interest Period which would otherwise end after the <applicable >Maturity Date shall end on the <applicable >Maturity Date.<, and (v) no tenor that has been removed from this definition pursuant to Section 8.1(e) shall be available for specification in a Notice of Money Market Borrowing; and>

(iv<c>) with respect to each<any> Money Market Absolute Rate Loan, the period commencing on the date of borrowing specified in the applicable Notice of <Money Market> Borrowing and ending such number of days thereafter (but not less than 14 days nor more than 180 days)<,> as the Borrower may elect in <the applicable Notice of Money Market Borrowing in> accordance with Section 2.3; provided<,> that: (a<i>) <if> any Interest Period which would otherwise end on a day which is not<other than> a Euro-Dollar Business Day<, such Interest Period> shall be extended to the next succeeding Euro-Dollar Business Day;<,> (b<ii>) if any Interest Period includes a date on which a payment of principal of Loans is required to be made under Section 2.10 but does not end on such date, then (i<x>) the principal amount (if any) of each Money Market Absolute Rate Loan required to be repaid on such date and (ii<y>) the remainder (if any) of each such Money Market Absolute Rate Loan shall have an Interest Period determined as set forth above;<,> and (c<iii>) any Interest Period which would otherwise end after the <applicable> Maturity Date shall end on the <applicable> Maturity Date.

“Internal Revenue Code” means the <United States> Internal Revenue Code of 1986, as amended, or any successor statute.

“Interpolated Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period for which the LIBO Screen Rate is available for U.S. Dollars that is shorter than the Impacted Interest Period; and (b) the LIBO Screen Rate for the shortest period (for which that Screen Rate is available for U.S. Dollars) that exceeds the Impacted Interest Period, in each case, at such time; provided that if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

25

“IntraLinks” means an electronic service provider that provides a secure means to post information via the internet, at all times accessible by the Administrative Agent and the Banks.

“Investment Grade Rating” means a rating for a Person’s senior long-term unsecured debt, or if no such rating has been issued, a “shadow” rating, of BBB- or better from S&P, and a rating or “shadow” rating of Baa3 or better from Moody’s or a rating or “shadow” rating equivalent to the foregoing from Fitch. Any such “shadow” rating shall be evidenced by a letter from the applicable Rating Agency or by such other evidence as may be reasonably acceptable to the Administrative Agent (as to any such other evidence, the Administrative Agent shall present the same to, and discuss the same with, the Banks).

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“Joint Bookrunner” shall mean each of JPMorgan Chase Bank, N.A., BofA Securities, Inc. and Wells Fargo Securities, LLC in their respective capacities as joint bookrunner, and their respective successors in such capacity.

“Joint Lead Arranger” shall mean each of JPMorgan Chase Bank, N.A., BofA Securities, Inc., Wells Fargo Securities, LLC, PNC Capital Markets LLC and U.S. Bank National Association in their respective capacities as joint lead arranger, and their respective successors in such capacity.

“LC Disbursement” means a payment made by a Fronting Bank pursuant to a Letter of Credit.

“Letter(s) of Credit” has the meaning provided in Section 2.2(b).

“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 and acceptable to the applicable Fronting Bank; in the event of any inconsistency between the terms of such Letter of Credit Application and this Agreement, the terms of this Agreement shall be controlling.

“Letter of Credit Collateral” has the meaning provided in Section 6.4.

“Letter of Credit Collateral Account” has the meaning provided in Section 6.4.

“Letter of Credit Commitment” means, with respect to each Fronting Bank, the commitment of such Fronting Bank to issue Letters of Credit hereunder. The initial amount of each Fronting Bank’s Letter of Credit Commitment is set forth on Schedule 1C, or if a Fronting Bank has entered into an Assignment and Assumption, the amount set forth for such Fronting Bank as its Letter of Credit Commitment in the Register maintained by the Administrative Agent. The Letter of Credit Commitment of a Fronting Bank may be modified from time to time by agreement between such Fronting Bank and the Borrower, and notified to the Administrative Agent.

26

“Letter of Credit Documents” has the meaning provided in Section 2.17.

“Letter of Credit Usage” means at any time the sum of (i) the aggregate maximum amount available to be drawn under the Letters of Credit then outstanding, assuming compliance with all requirements for drawing referred to therein, and (ii) the aggregate amount of the Borrower’s unpaid obligations under this Agreement in respect of the Letters of Credit.

“LIBOR” has the meaning assigned to such term in Section 1.4.

“LIBOR Auction” means a solicitation of Money Market Quotes setting forth Money Market Margins based on the London Interbank Offered Rate pursuant to Section 2.3.

“LIBOR Daily Borrowing” means a Borrowing comprised of LIBOR Daily Loans.

“LIBOR Daily Floating Rate” means for any day, a fluctuating rate of interest per annum, which can change on each Euro-Dollar Business Day, equal to the LIBO Screen Rate at or about 11:00 a.m., London time on such Euro-Dollar Business Day, for Dollar deposits with a term equivalent to a one (1) month term beginning on that date; provided that: (i) to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice and in a non-discriminatory manner in comparison to the Administrative Agent’s other borrowers; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent and (ii) if the LIBOR Daily Floating Rate shall be less than zero, such rate shall be deemed zero for purposes hereof.

“LIBOR Daily Loan” means a Revolving Loan bearing interest at a rate based on the LIBOR Daily Floating Rate.

“LIBO Screen Rate” has the meaning set forth in Section 2.7(b).

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, or any other type of preferential arrangement that has the practical effect of creating a security interest, in respect of such asset. For the purposes of this Agreement, each of the Borrower and any Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

“Loan” means a Revolving Loan and/or a Term Loan, as the context may require.

“Loan Documents” means this Agreement, the Notes, the Guaranty, the Letter(s) of Credit, the Letter of Credit Documents and any related documents.

“Loan Extension Amendment” has the meaning set forth in Section 2.19(c).

“London Interbank Offered Rate” has the meaning set forth in Section 2.7(b).

27

“Majority Facility Banks” means, with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal amount of the Term Loans or the aggregate unpaid principal amount of the Revolving Loans, as the case may be, outstanding under such Facility (or, in the case of the Revolving Credit Facility prior to any termination of the Revolving Commitments, the holders of more than 50% of the Revolving Commitments, and, in the case of the Term Loan Facility, prior to the end of the Term Loan Commitment Period, the holders of more than 50% of the aggregate amount of (x) outstanding Term Loans and (y) undrawn Term Loan Commitments).

“Margin Stock” shall have the meaning provided such term in Regulation U, Regulation T and Regulation X of the Federal Reserve Board.

“Material Adverse Effect” means a material adverse effect upon (i) the business, operations, properties or assets of the Borrower, General Partner and their Consolidated Subsidiaries, taken as a whole or (ii) the ability of the Borrower or the General Partner to perform its obligations hereunder and under the other Loan Documents in all material respects, including to pay interest and principal.

“Material of Environmental Concern” means and includes pollutants, contaminants, hazardous wastes, and toxic, radioactive, caustic or otherwise hazardous substances, including petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics.

“Material Plan” means at any time a Plan having aggregate Unfunded Liabilities in excess of $5,000,000.

“MaterialSubsidiary” means any Subsidiary of the Borrower and/or the General Partner to which 10% or more of Total Asset Value is attributable.

“Maturity Date” means the Revolving Credit Maturity Date and/or a Term Loan Maturity Date, as the context may require.

“Maximum Rate” has the meaning set forth in Section 9.19.

“Minority Holdings” means partnerships, limited liability companies and corporations held or owned by the Borrower which are not consolidated with the Borrower on its or the General Partner’s financial statements.

“Money Market Absolute Rate” has the meaning set forth in Section 2.3(d)(ii)(4).

“Money Market Absolute Rate Loan” means a Revolving Loan to be made by a Bank pursuant to an Absolute Rate Auction.

“Money Market Lending Office” means, as to each Bank, its Domestic Lending Office or such other office, branch or Affiliate of such Bank as it may hereafter designate as its Money Market Lending Office by notice to the Borrower and the Administrative Agent; provided that any Bank may from time to time by notice to the Borrower and the Administrative Agent designate separate Money Market Lending Offices for its Money Market LIBOR<Term SOFR>

28

Loans, on the one hand, and its Money Market Absolute Rate Loans, on the other hand, in which case all references herein to the Money Market Lending Office of such Bank shall be deemed to refer to either or both of such offices, as the context may require.

“Money Market LIBOR Loan” means a Revolving Loan to be made by a Bank pursuant to a LIBOR Auction (including such a loan bearing interest at the Base Rate pursuant to Section 2.3).

“Money Market Loan” means a Money Market LIBOR<Term SOFR> Loan or a Money Market Absolute Rate Loan.

“Money Market Margin” has the meaning set forth in Section 2.3(d)(ii)(3).

“Money Market Quote” means an offer by a Bank to make a Money Market Loan in accordance with Section 2.3.

“Money Market Quote Request” means a, invitation substantially in the form of Exhibit E hereto.

<“Money Market Term SOFR Loan” means a Revolving Loan to be made by a Bank pursuant to a Term SOFR Auction (including such a loan bearing interest at the Base Rate pursuant to Section 2.3).>

“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.

“Multiemployer Plan” means at any time a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions, including for these purposes any Person which ceased to be a member of the ERISA Group during such five year period.

“New Acquisition” shall mean any Real Property Asset acquired after the date hereof.

“New Revolving Commitments” has the meaning set forth in Section 9.17(a).

“New Revolving Credit Bank” has the meaning set forth in Section 9.17(a).

“New Term Loan Commitments” has the meaning set forth in Section 9.17(a).

“New Term Loan” has the meaning set forth in Section 9.17(e).

“New Term Loan Bank” has the meaning set forth in Section 9.17(a).

“Non-Recourse Debt” means Debt of the Borrower or the General Partner on a consolidated basis for which the right of recovery of the obligee thereof is limited to recourse against the Real Property Assets securing such Debt (subject to such limited exceptions to the non-recourse nature of such Debt such as fraud, misappropriation, misapplication and environmental

29

indemnities, as are usual and customary in like transactions at the time of the incurrence of such Debt).

“Notes” means, collectively, the promissory notes of the Borrower, each substantially in the form of Exhibit A-1 or A-2 hereto, evidencing the obligation of the Borrower to repay the Loans, together with any Designated Lender Notes, and “Note” means any one of such promissory notes issued hereunder.

“Notice of Borrowing” means a Notice of Committed Borrowing or a Notice of Money Market Borrowing.

“Notice of Committed Borrowing” has the meaning set forth in Section 2.2.

“Notice of Interest Rate Election” has the meaning set forth in Section 2.15(a).

“Notice of Money Market Borrowing” has the meaning set forth in Section 2.3(f).

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Domestic Business Day, for the immediately preceding Domestic Business Day); provided that if none of such rates are published for any day that is a Domestic Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m.<, New York City time,> on such day received by the Administrative Agent from a Federal<federal> funds broker of recognized standing selected by it; provided,further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

“Obligations” means all obligations, liabilities and indebtedness of every nature of the Borrower from time to time owing to any Bank under or in connection with this Agreement or any other Loan Document, including, without limitation, (i) the outstanding principal amount of the Committed Loans at such time, plus (ii) the Letter of Credit Usage at such time, plus (iii) the outstanding principal amount of any Money Market Loans at such time.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient 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, Letter of Credit or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are

30

Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 8.7).

“Outstanding Balance” means, the sum of (i) the aggregate outstanding and unpaid principal balance of all Revolving Loans and (ii) the Letter of Credit Usage.

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Euro-Dollar Borrowings<eurodollar transactions denominated in Dollars> by U.S.-managed banking offices of depository institutions (<,> as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website from time to time)<,> and published on the next succeeding Domestic Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“Parent” means, with respect to any Bank, any Person as to which such Bank is, directly or indirectly, a subsidiary.

<“Participant” has the meaning set forth in Section 9.6(b).>

“Participant Register” has the meaning set forth in Section 9.6(b).

“Participant” has the meaning set forth in Section 9.6(b).

“Patriot Act” has the meaning assigned to it in Section 9.7.

“Payment” has the meaning assigned to it in Section 7.5(b).

“Payment Notice” has the meaning assigned to it in Section 7.5(b).

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Permitted Liens” means (a) Liens in favor of the Borrower or the General Partner on all or any part of the assets of Subsidiaries of the Borrower or the General Partner, as applicable, provided that (i) the Debt to which such Lien relates is held by the Borrower, (ii) such Debt is not otherwise pledged or encumbered, and (iii) no more than 5% of the Unencumbered Asset Pool Properties Value may be subject to any such Liens; (b) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds, completion bonds, government contracts or other obligations of a like nature, including Liens in connection with workers’ compensation, unemployment insurance and other types of statutory obligations or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Debt) and other similar obligations incurred in the ordinary course of business; (c) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided, that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor; (d) Liens on property of the Borrower, the General Partner or any Subsidiary thereof in favor of the Federal or any state government to secure certain payments pursuant to any contract, statute or regulation; (e) easements (including, without limitation, reciprocal easement agreements and

31

utility agreements), rights of way, covenants, consents, reservations, encroachments, variations and zoning and other restrictions, charges or encumbrances (whether or not recorded), which do not interfere materially with the ordinary conduct of the business of the Borrower, the General Partner or any Subsidiary thereof and which do not materially detract from the value of the property to which they attach or materially impair the use thereof by the Borrower, the General Partner or any Subsidiary thereof; (f) statutory Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or other Liens imposed by law and arising in the ordinary course of business, for sums due and payable which are not then past due (or which, if past due, are being contested in good faith and with respect to which adequate reserves are being maintained to the extent required by GAAP); (g) Liens not otherwise permitted by this definition and incurred in the ordinary course of business of any or all of the Borrower, the General Partner or any Subsidiary thereof with respect to obligations which do not exceed $500,000 in principal amount in the aggregate at any one time outstanding; and (h) the interests of lessees and lessors under leases of real or personal property made in the ordinary course of business which would not have a Material Adverse Effect.

“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Plan” means at any time an employee pension benefit plan (within the meaning of Section 3(2) of ERISA, other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Internal Revenue Code and either (i) is maintained, or contributed to, by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person which was at such time a member of the ERISA Group.

“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as <reasonably> determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

“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.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning assigned to it in Section 9.24.

32

“Qualified Institution” has the meaning set forth in Section 9.17(b).

“Qualified Subsidiary” means (a) a wholly-owned direct or indirect Subsidiary of the Borrower and/or the General Partner or (b) a Subsidiary of the Borrower (i) in which the Borrower owns at least 75% of the equity interests of such Subsidiary, (ii) for which the Borrower has sole control over all major decisions made by such Subsidiary (including, without limitation, decisions to sell or encumber property) and (iii) for which the Borrower possesses ordinary voting power to elect a majority of the board of directors, or other persons performing similar functions, of such Subsidiary.

“Quotation Date” has the meaning set forth in Section 2.7(b).

“Rating Agencies” means, collectively, S&P, Moody’s and Fitch.

“Real Property Assets” means as of any time, the real property assets owned directly or indirectly by the Borrower, the General Partner, Minority Holdings and/or their Consolidated Subsidiaries at such time, and “Real Property Asset” means any one of them.

“Recipient” means (a) the Administrative Agent, (b) any Bank and (c) any Fronting Bank, as applicable.

“Recourse Debt” shall mean Debt of the Borrower, the General Partner or any Consolidated Subsidiary that is not Non-Recourse Debt.

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the London Interbank Offered<Term SOFR> Rate, 11:00<5:00> a.m. (London<Chicago> time) on the day that is two London banking days<U.S. Government Securities Business Days> preceding the date of such setting, and (2) if <RFR for> such Benchmark is not the London Interbank Offered<Daily Effective SOFR Rate, then two (2) Business Days prior to such setting or (3) if such Benchmark is none of the Term SOFR Rate or the Daily Effective SOFR> Rate, the time determined by the Administrative Agent in its reasonable discretion.

“Register” has the meaning set forth in Section 9.6(g).

“Regulation T” means Regulation T of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Regulation X” means Regulation X of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Regulatory Change” has the meaning set forth in Section 8.3(a).

“REIT” means a real estate investment trust under Section 856 of the Internal Revenue Code.

33

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Release” means any release, spill, emission, leaking, pumping, pouring, dumping, emptying, deposit, discharge, leaching or migration.< “Released” has a meaning correlative thereto>.

“Relevant Governmental Body” means<,> the Federal Reserve Board <and/>or the NYFRB<, the CME Term SOFR Administrator, as applicable,> or a committee officially endorsed or convened by the Federal Reserve Board <and/>or the NYFRB, or<, in each case,> any successor thereto.

<“Relevant Rate” means (i) with respect to any Term Benchmark Borrowing, the Adjusted Term SOFR Rate or (ii) with respect to any RFR Loan, the Adjusted Daily Effective SOFR Rate, as applicable.>

“Required Banks” means, at any time, Banks having at least fifty-one percent (51%) of the aggregate amount of (x) the Revolving Commitments or, if the Revolving Commitments shall have been terminated, the aggregate unpaid principal amount of the Revolving Loans plus (y) the outstanding Term Loans (if any) plus (z) undrawn Term Loan Commitments (if any); provided, however, that no Defaulting Lender shall be permitted to vote on any matter requiring the vote of the Required Banks and for purposes of determining the Required Banks, the Commitment of such Bank or the unpaid principal amount of Loans held by such Bank, as applicable, shall not be counted.

“Required Revolving Credit Banks” means, at any time, Revolving Credit Banks having at least fifty-one percent (51%) of the aggregate amount of the Revolving Commitments or, if the Revolving Commitments shall have been terminated, the aggregate unpaid principal amount of the Revolving Loans; provided, however, that no Defaulting Lender shall be permitted to vote on any matter requiring the vote of the Required Revolving Credit Banks and for purposes of determining the Required Revolving Banks, the Revolving Commitment of such Revolving Credit Bank or the unpaid principal amount of Revolving Loans held by such Revolving Credit Bank, as applicable, shall not be counted.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Reuters” means, as applicable, Thomson Reuters Corp., Refinitiv, or any successor thereto.

“Revolving Commitment” means, with respect to each Bank, the commitment of such Bank to make Revolving Loans and to acquire participations in Letters of Credit hereunder, expressed as the maximum aggregate amount of such commitment, as such amount may be reduced from time to time pursuant to Sections 2.10(b) and 2.11(f), or increased pursuant to Section 9.17 (and including any Extended Revolving Commitment). The initial amount of each Bank’s Revolving Commitment is set forth on Schedule 1A, the Additional Credit Extension

34

Amendment or in the Assignment and Assumption pursuant to which such Bank shall have assumed its Revolving Commitment.

“Revolving Commitment Percentage” means, with respect to any Revolving Credit Bank, the percentage of the total Revolving Commitments represented by such Bank’s Revolving Commitment. If the Revolving Commitments have expired or terminated, the Revolving Commitment Percentages shall be determined based on the Revolving Commitments most recently in effect, giving effect to any assignments.

“Revolving Credit Banks” means the Banks that hold a Revolving Commitment.

“Revolving Credit Facility” means the Revolving Commitments and the Revolving Loans made, and Letters of Credit issued, thereunder.

“Revolving Credit Maturity Date” means July 31, 2025, subject to extension as provided in Section 2.18 and subject to extension (with respect to Extended Revolving Commitments and Revolving Loans that are Extended Loans only) as provided in Section 2.19.

“Revolving Loan” means a Base Rate Loan, a Euro-Dollar<Term Benchmark> Loan, a Money Market Loan or a LIBOR Daily<RFR> Loan and “Revolving Loans” means Base Rate Loans, Euro-Dollar<Term Benchmark> Loans, Money Market Loans or LIBOR Daily<RFR> Loans or any combination of the foregoing (including any Extended Loans that are Revolving Loans).

“Revolving Loan Amount” means the sum of the Revolving Commitments, which amount initially is One Billion One Hundred Million and 00/100 Dollars ($1,100,000,000) (as adjusted pursuant to Sections 2.11(f) and 9.17).

<“RFR Borrowing” means, as to any Borrowing, the RFR Loans comprising such Borrowing.>

<“RFR Loan” means a Loan that bears interest at a rate based on the Adjusted Daily Effective SOFR Rate.>

“S&P” means S&P Global Ratings, or any successor thereto.

“Sanctioned Country” means, at any time, a country, region or territory which is the subject or target of any Sanctions (at the time of this Agreement, Cuba, Iran, North Korea, Syria and <the> Crimea <Region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic>).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the U.S. Department of Commerce or the U.S. Department of the Treasury or by the United Nations Security Council, the European Union or any EU member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country, (c)

35

any Person fifty percent (50%) or more owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b) or (d) any Person otherwise the subject of Sanctions.

“Sanctions” <means> economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.

“Secured Debt” means the portion of Total Debt that is secured by a Lien on real property.

“Separate Parcel” means a Real Property Asset that is a single, legally subdivided, separately zoned parcel that can be legally transferred or conveyed separate and distinct from any other Real Property Asset without benefit of any other Real Property Asset.

“SOFR” means, with respect to any Domestic Business Day, a rate per annum equal to the secured overnight financing rate for such Domestic Business Day published<as administered> by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Domestic Business Day.

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the NYFRB’s Website<website>, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

<“SOFR Rate Day” has the meaning specified in the definition of “Daily Effective SOFR Rate”.>

“Solvent” means, with respect to any Person, that the fair saleable value of such Person’s assets exceeds the Debts of such Person.

“Specified Unencumbered Real Property Asset” means those specific Real Property Assets listed on Schedule 5.16 as “Specified Unencumbered Real Property Assets” (as such schedule may be updated by the Borrower for substitute properties with prior written notice to the Administrative Agent accompanied by a certificate of the Borrower as to absence of defaults<Default> under this Agreement and under the intercompany debt referenced below) that shall be treated as an Unencumbered Asset Pool Property despite such Real Property Asset being owned or leased by a Subsidiary of the Borrower that is subject to a pledge of the equity interest in such Subsidiary to another Subsidiary of the Borrower to secure intercompany debt, so long as (x) there is no default under such intercompany debt beyond any applicable notice and cure periods and (y) no repayments of principal of such intercompany debt are distributable to Persons other than the Borrower.

36

“Subsidiary” means any corporation or other entity of which securities or other ownership interests representing either (i) ordinary voting power to elect a majority of the board of directors or other persons performing similar functions or (ii) a majority of the economic interest therein, are at the time directly or indirectly owned by the Borrower.

“Supported QFC” has the meaning assigned to it in Section 9.24.

“Sustainability Metric” means, with respect to any fiscal year of the Borrower as determined as of December 31 of such fiscal year, a fraction (expressed as a percentage), the numerator of which is the square footage of Boundary Properties that are LEED certified (or other similarly recognized rating systems, and the denominator of which is the total square footage of all Boundary Properties, all as set forth in the Sustainability Metric Annual Certificate for such fiscal year. A reference to the “Sustainability Metric for a fiscal year” (or words of similar import) shall mean a reference to the Sustainability Metric as of December 31 of such fiscal year. For purposes of calculating the Sustainability Metric, any Boundary Properties in excess of 300,000 square feet that have been sold or otherwise disposed of or have been acquired by the Borrower or its Subsidiaries in such fiscal year shall be excluded from both the numerator and the denominator.

“Sustainability Metric 2019 Baseline” means the Sustainability Metric for the fiscal year of the Borrower ended December 31, 2019, which percentage shall be certified by the Borrower pursuant to Section 3.1(n).

“Sustainability Metric Annual Certificate” means a certificate substantially in the form of Exhibit J (or such other form as may be approved by the Administrative Agent) and signed by the chief financial officer, treasurer or chief accounting officer of the Borrower; provided that the Borrower may, but shall not be required to, include a certification regarding whether or not the Sustainability Metric Election Threshold has been satisfied as of December 31 of the then most recently ended fiscal year (commencing with the fiscal year ending December 31, 2021) in any compliance certificate delivered by the Borrower from time to time pursuant to Section 5.1(c), and any compliance certificate containing such a certification shall be deemed to be the Sustainability Metric Annual Certificate for the fiscal year most recently ended prior to the delivery of such compliance certificate.

“Sustainability Metric Election Threshold” means, with respect to any fiscal year of the Borrower listed in the first column of the table set forth below, a percentage equal to the sum of the Sustainability Metric 2019 Baseline, plus the number of percentage points specified opposite such fiscal year in the table below.

Fiscal Year	Sustainability Metric Growth Percentage
2021	3.5%
2022	5.5%
2023	7.0%
2024	8.0%
2025 and thereafter	9.0%

37

“Sustainability Metric Pricing Grid” has the meaning specified in the definition of “Applicable Margin”.

“Sustainability Structuring Agents” means, each of J.P. Morgan Securities LLC and BofA Securities, Inc., in its capacity as sustainability structuring agent, and its successors in such capacity.

“Syndication Agent” means Bank of America, N.A., in its capacity as syndication agent for the Banks, and its successors in such capacity.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

<“Term Benchmark Borrowing” means a Borrowing comprised of Term Benchmark Loans.>

<“Term Benchmark Loan” means a Loan that bears interest at a rate determined by reference to the Adjusted Term SOFR Rate. >

“Term Loan” means any incremental Term Loan made pursuant to Section 9.17 or any Extended Loans that are Term Loans.

“Term Loan Amount” means the sum of the Term Loan Commitments (if any) (as adjusted pursuant to Sections 2.11(g) and 9.17). As of the Closing Date, the Term Loan Amount is zero.

“Term Loan Banks” means any Banks that hold a Term Loan Commitment and/or Term Loans.

“Term Loan Commitment” means, with respect to each Bank, any commitment of such Bank to make Term Loans pursuant to Section 9.17.

“Term Loan Commitment Percentage” means, with respect to any Term Loan Bank, the percentage of the total Term Loan Commitments represented by such Bank’s Term Loan Commitment (if any).

“Term Loan Facility” means any Term Loan Commitments and any Term Loans made thereunder.

“Term Loan Maturity Date” means any maturity date for Term Loans made pursuant to Section 9.17, subject to extension (with respect to Term Loans that are Extended Loans only) as provided in Section 2.19.

“Term SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or

38

recommended by the Relevant Governmental Body.<Auction” means a solicitation of Money Market Quotes setting forth Money Market Margins based on the Adjusted Term SOFR Rate pursuant to Section 2.3.>

<“Term SOFR Determination Day” has the meaning assigned to it under the definition of Term SOFR Reference Rate.>

<“Term SOFR Rate” means, with respect to any Term Benchmark Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.>

“Term SOFR Notice<Reference Rate>” means a notification by the Administrative Agent to the Banks<, for any day> and <time (such day,> the Borrower of the occurrence of a <”>Term SOFR Transition Event.

“Term SOFR Transition Event” means the determination<Determination Day”),with respect to any Term Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum published by the CME Term SOFR Administrator and identified> by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body<as the forward-looking term rate based on SOFR. If by 5:00 p.m. (New York City time) on such Term SOFR Determination Day>., (b) the administration of <”>Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as<Reference Rate” for the> applicable, <tenor> has previously occurred resulting in<not been published by the CME Term SOFR Administrator and> a Benchmark Replacement in accordance<Date> with Section 8.1 that is not <respect to the Term SOFR Rate has not occurred, then, so long as such day is otherwise a U.S. Government Securities Business Day, the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding U.S. Government Securities Business Day is not more than five (5) U.S. Government Securities Business Days prior to such> Term SOFR <Determination Day>.

“Total Asset Value” means, the sum of (u) with respect to each Real Property Asset (excluding Acquisition Properties) for which there is a valid certificate of occupancy or a representation from the Borrower that it is legally permitted to occupy such Real Property Asset and is not less than 85% leased and occupied as of the last day of the applicable fiscal quarter, the quotient of (i) Adjusted Annual EBITDA (calculated after giving effect to any required free rent periods by calculating the average cash rent over the term of the lease during such free rent periods) with respect thereto for the previous four (4) consecutive quarters (or, if (A) owned for less than four (4) quarters, the Adjusted Annual EBITDA (calculated after giving effect to any required free rent periods by calculating the average cash rent over the term of the lease during such free rent periods) for such period, annualized, or (B) 85% leased and occupied for less than a full fiscal quarter, the Adjusted Annual EBITDA (calculated after giving effect to any required free rent periods by calculating the average cash rent over the term of the lease during such free rent periods)

39

for the period so leased and occupied (whether or not owned for the previous four (4) fiscal quarters), annualized), including the quarter then ended, but less reserves for Capital Expenditures of (A) $0.25 per square foot per annum for each Real Property Asset that is an office or retail property, and (B) $250 per unit for each Real Property Asset that is a multi-family residential property, divided by (ii) the FMV Cap Rate, (v) with respect to each Real Property Asset (excluding Acquisition Properties) for which there is a valid certificate of occupancy or a representation from the Borrower that it is lawfully permitted to occupy such Real Property Asset but which is or has been less than 85% leased or occupied for four full consecutive fiscal quarters, an amount equal to 75% of the book value thereof, net of impairment charges, provided, however, that if any such Real Property Asset shall remain less than 85% leased or occupied for more than 24 consecutive months, then the value thereof shall be equal to 50% of book value, (w) with respect to each Acquisition Property, 100% of its book value (after any impairments), unless the Borrower has made a one-time election to value such Real Estate Asset in accordance with clause (u) or (v) hereof, (x) with respect to mortgage notes, mezzanine notes and other loans that are not more than 90 days past due and land held for future development, 100% of the book value thereof (after any impairments), (y) with respect to Development Properties, the lesser of (i) the cost actually paid by the Borrower, the General Partner or any of their Subsidiaries, and (ii) the market value, each as determined in accordance with GAAP, of such land or Development Properties, and (z) Unrestricted Cash or Cash Equivalents of the Borrower, the General Partner and their Subsidiaries as of the date of determination; provided that no such Unrestricted Cash or Cash Equivalents will be added to Total Asset Value if such Unrestricted Cash or Cash Equivalents have been deducted from Total Debt in the calculation of the Total Debt Ratio;

provided that (i) Total Asset Value shall include the Borrower’s and the General Partner’s pro rata share of each of the foregoing of any Minority Holdings of the Borrower or the General Partner, (ii) for purposes of determining Total Asset Value, the aggregate contributions to Total Asset Value from investments in land held for future development, Development Properties, mortgage notes, mezzanine notes and other loans, and joint ventures (whether consolidated or unconsolidated) shall not exceed 45% of Total Asset Value (and any amount in excess of 45% shall be excluded from the calculation of Total Asset Value), and (iii) for purposes of determining Total Asset Value, the contribution to Total Asset Value from Real Property Assets that are retail properties (other than the retail component of any mixed-use office project where the retail component contributes less than 15% of such project’s revenues) shall not exceed 10% of Total Asset Value (and any amount in excess of 10% shall be excluded from the calculation of Total Asset Value).

“Total Debt” means the sum of the balance sheet amount of all Debt of the Borrower, the General Partner and their Consolidated Subsidiaries on a consolidated basis plus the Borrower’s and the General Partner’s pro rata share of the Debt of any Minority Holdings of the Borrower and the General Partner. Total Debt shall not be determined in accordance with GAAP, but instead shall be equal to the sum of the face amount of each item of Debt.

“Total Debt Ratio” means the ratio, as of the date of determination, of (i) the sum of (x) the Total Debt of the Borrower, the General Partner and their Consolidated Subsidiaries and (y) the Borrower’s and the General Partner’s pro rata share of the Total Debt of any Minority Holdings of the Borrower or the General Partner (net of, as of such date of determination, the amount of Unrestricted Cash or Cash Equivalents in excess of $25,000,000 that is available to

40

repay Total Debt that matures within 24 months of such date of determination) to (ii) Total Asset Value.

“Total Debt Service” means, as of the last day of each calendar quarter, an amount equal to the sum of (i) interest (whether accrued, paid or capitalized) payable by the Borrower, the General Partner and their Consolidated Subsidiaries on Total Debt for the previous four consecutive quarters including the quarter then ended on a consolidated basis, plus (ii) scheduled payments of principal on such Total Debt, whether or not paid by the Borrower, the General Partner or their Consolidated Subsidiaries (excluding balloon payments) for the previous four consecutive quarters including the quarter then ended on a consolidated basis, plus (iii) the Borrower's and the General Partner's pro rata share of the Total Debt Service of any Minority Holdings of the Borrower or the General Partner. For purposes of this definition, interest and principal payable by Borrower, the General Partner or their Consolidated Subsidiaries on its Debt shall be deemed to include only such Person’s pro rata share (such share being based upon the Borrower's percentage ownership interest as shown on the General Partner’s annual audited financial statements) of such Debt of any Person in which the Borrower or General Partner, directly or indirectly, owns an interest.

“UK Financial Institutions<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.

“Unadjusted Benchmark Replacement”means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Unencumbered Asset Pool Net Operating Cash Flow” means, as of any date of determination the Adjusted Annual EBITDA attributable to the Unencumbered Asset Pool Properties. Notwithstanding the foregoing, with respect to any Unencumbered Asset Pool Property owned by the Borrower, the General Partner or any of their Consolidated Subsidiaries for a period of less four (4) fiscal quarters, Unencumbered Asset Pool Net Operating Cash Flow shall be determined in a manner consistent with the foregoing calculation utilizing annualized Adjusted Annual EBITDA for the relevant period of the Borrower’s, the General Partner’s or any of their Consolidated Subsidiaries’ ownership of such Unencumbered Asset Pool Property.

“Unencumbered Asset Pool Properties” means, as of any date, the Real Property Assets listed in Exhibit B and Exhibit C attached hereto and made a part hereof, together with all Real Property Assets which have become part of the Unencumbered Asset Pool Properties as of such date, each of which is:

(i) located in the United States;

41

(ii) 100% owned in fee (or leasehold pursuant to a Financeable Ground Lease) by (x) the Borrower or (y) a Qualified Subsidiary that is not liable for any Debt for borrowed money (other than the Obligations hereunder) and is not the subject of a Bankruptcy Event;

(iii) either (w) (individually or when combined with any other Real Property Asset in a mixed-use complex) a completed office property, multi-family residential property or primarily a completed office property which may have secondary uses or any of the foregoing that is part of a mixed-use complex (including any retail component in a mixed-use project) or (x) a Development Property which will be any of the foregoing or (y) a mortgage note or (z) land held for future development;

(iv) not subject to any Lien (other than Permitted Liens);

(v) in the case of a Real Property Asset owned or leased by a Qualified Subsidiary, not subject to any agreement or arrangement by which the equity interests in such Qualified Subsidiary, or in any direct or indirect Subsidiary of the General Partner that owns equity interests in such Qualified Subsidiary, are subject to any Lien (other than Permitted Liens); and

(vi) not subject to any agreement or arrangement that prohibits or restricts the creation or assumption of any Lien on the assets of, or equity interests in, the Borrower or the Qualified Subsidiary that owns or leases such Real Property Asset (provided that this clause (vi) shall not prohibit an agreement that (a) is solely in favor of the Borrower or the General Partner; or (b) conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios or financial tests (including any financial ratio such as a maximum ratio of unsecured debt to unencumbered assets) 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).

“Unencumbered Asset Pool Properties Value” means the sum of:

(i) with respect to the Unencumbered Asset Pool Properties (excluding Acquisition Properties) for which there is a valid certificate of occupancy or a representation from the Borrower that it is legally permitted to occupy such Real Property Asset and which is not less than 85% leased and occupied as of the last day of the applicable fiscal quarter, the quotient of (x) the Unencumbered Asset Pool Net Operating Cash Flow (calculated after giving effect to any required free rent periods by calculating the average cash rent over the term of the lease during such free rent periods) with respect thereto for the previous four (4) consecutive quarters (or if (A) owned for less than four (4) quarters, the Unencumbered Asset Pool Net Operating Cash Flow (calculated after giving effect to any required free rent periods by calculating the average cash rent over the term of the lease during such free rent periods) for such period, annualized, or (B) 85% leased and occupied for less than a full fiscal quarter, the Unencumbered Asset Pool Net Operating Cash Flow (calculated after giving effect to any required free rent periods by calculating the average cash rent over the term of the lease during such free rent periods) for the period so leased and occupied (whether or not owned for the previous four (4) fiscal quarters), annualized), including the quarter then ended, but less reserves for Capital Expenditures of (A) $0.25 per square foot per annum for each Unencumbered Asset Pool Property that is an office or retail property, and (B) $250 per unit for each Real Property Asset that is a multi-family residential property, divided by (y) the FMV Cap Rate, provided, however, that if any such Unencumbered Asset Pool

42

Property shall have been less than 85% leased and occupied for four (4) full consecutive fiscal quarters, then the value thereof shall be equal to an amount equal to 75% of the book value thereof, net of impairment charges, provided, however, that if any such Real Property Asset shall remain less than 85% leased or occupied for more than 24 consecutive months, then the value thereof shall be equal to 50% of book value; and

(ii) with respect to the Unencumbered Asset Pool Properties which are Development Properties, mortgage notes that are not more than 90 days past due, or land held for future development, one hundred percent (100%) of (A) in the case of Development Properties, the lesser of (1) the cost actually paid by the Borrower, the General Partner or any of their Subsidiaries, and (2) the market value, each as determined in accordance with GAAP, of such Development Properties, and (B) in the case of mortgage notes or land held for future development, the book value thereof (after any impairments), determined in accordance with GAAP; and

(iii) with respect to the Unencumbered Asset Pool Properties which are Acquisition Properties, 100% of book value (after any impairments) of such Acquisition Properties, unless, with respect to any Acquisition Property, the Borrower has made a one-time election to value such Acquisition Property in accordance with clause (i) of this definition; and

(iv) Unrestricted Cash or Cash Equivalents of the Borrower, the General Partner and their Subsidiaries as of the date of determination; provided that no such Unrestricted Cash or Cash Equivalents will be added to Unencumbered Asset Pool Properties Value if such Unrestricted Cash or Cash Equivalents have been deducted from Unsecured Debt in the calculation of the Unsecured Debt Ratio;

provided that (A) to the extent that the aggregate amount of Unencumbered Asset Pool Properties Value attributable to Development Properties, mortgage notes, land held for future development, Real Property Assets owned or ground-leased by a Qualified Subsidiary that is not a wholly-owned Subsidiary of the Borrower, Real Property Assets that are not office properties (or primarily office properties with secondary uses) and Specified Unencumbered Real Property Assets exceeds 20% (or 25% if there is any Unencumbered Asset Pool Properties Value attributable to Specified Unencumbered Real Property Assets at such time) of the Unencumbered Asset Pool Properties Value, such excess will be excluded from the calculation of Unencumbered Asset Pool Properties Value, (B) to the extent that the amount of Unencumbered Asset Pool Properties Value attributable to Real Property Assets that are retail properties (other than the retail component of any mixed-use office project where the retail component contributes less than 15% of such project’s revenues) exceeds 10% of Unencumbered Asset Pool Properties Value, such excess shall be excluded from the calculation of Unencumbered Asset Pool Properties Value and (C) Unencumbered Asset Pool Properties Value shall include the Borrower’s and the General Partner’s pro rata share of each of the foregoing of any non-wholly-owned Subsidiary of the Borrower or the General Partner;

and provided further, that for purposes of determining the Unsecured Debt Ratio on any date of determination, Unencumbered Asset Pool Properties Value shall include any value attributable to the Specified Unencumbered Real Property Assets in an amount not to exceed 10% (or 15% if the loan documentation governing all other Indebtedness<Debt> of the Borrower has also increased such limit to 15% or more) of the total Unencumbered Asset Pool Properties Value (including the

43

Unencumbered Asset Pool Properties Value of such Specified Unencumbered Real Property Assets).

“Unfunded Liabilities” means, with respect to any Plan at any time, the amount (if any) by which (i) the value of all benefit liabilities under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market value of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions), all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the ERISA Group to the PBGC or any other Person under Title IV of ERISA.

“United States” means the United States of America, including the States and the District of Columbia, but excluding its territories and possessions.

“Unrestricted Cash or Cash Equivalents” means Cash or Cash Equivalents, including the cash proceeds of any like-kind exchange under Section 1031 of the Internal Revenue Code, that is not subject to any pledge, lien or control agreement, less (i) $35,000,000 and (ii) amounts placed with third parties as deposits or security for contractual obligations.

“Unsecured Debt” means the portion of Total Debt that is not secured by a Lien on real property.

“Unsecured Debt Ratio” means (a) for purposes of calculating the financial covenants set forth in Section 5.8(d), the ratio of (i) the Unencumbered Asset Pool Properties Value as of the last day of the applicable fiscal quarter to (ii) the aggregate amount of Unsecured Debt outstanding as of the last day of the applicable fiscal quarter (net of, as of such date of determination, the amount of Unrestricted Cash or Cash Equivalents in excess of $25,000,000 that is available to repay Unsecured Debt that matures within 24 months of such date of determination) and (b) for all other purposes, as of any date, the ratio of (i) the Unencumbered Asset Pool Properties Value (calculated for all Unencumbered Asset Pool Properties as of such date, but, with respect to the Unencumbered Asset Pool Properties Value, determined as of the last date of the most recent fiscal quarter for which financial statements have been delivered), to (ii) the aggregate amount of Unsecured Debt outstanding as of such date (net of, as of such date of determination, the amount of Unrestricted Cash or Cash Equivalents in excess of $25,000,000 that is available to repay Unsecured Debt that matures within 24 months of such date of determination).

“Unsecured Debt Service” means, for any calendar quarter, the interest actually payable (or accrued) on the Loans and all other Unsecured Debt.

“Unused Commitments” means an amount equal to all unadvanced funds (other than unadvanced funds in connection with any construction loan) which any third party is obligated to advance to the Borrower or otherwise, pursuant to any Loan Document, written instrument or otherwise.

<“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

44

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 a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“U.S. Special Resolution Regime” has the meaning assigned to it in Section 9.24.

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 8.4(f)(ii)(B)(3).

“Withholding Agent” means the Borrower and the Administrative Agent.

“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) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution 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 Bail-In Legislation that are related to or ancillary to any of those powers..

Section 1.2Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the General Partner delivered to the Administrative Agent and the Banks; provided that, if the Borrower notifies the Administrative Agent and the Banks that the Borrower wishes to amend any covenant in Article V to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article V for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks. Notwithstanding the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the audited consolidated financial statements of the General Partner for the fiscal year December 31, 2016 for all purposes of this Agreement, notwithstanding any change in GAAP or change in the application of GAAP relating thereto, unless the Borrower and the Required Banks shall enter into a mutually acceptable amendment addressing such changes.

Section 1.3Types of Borrowings. The term “Borrowing” denotes the aggregation of Loans of one or more Banks to be made to the Borrower pursuant to Article II on the same date, all of which Loans are of the same type (subject to Article VIII) and Class and,

45

except in the case of Base Rate Loans, Money Market Absolute Rate Loans and LIBOR Daily<RFR> Loans, have the same Interest Period. Borrowings are classified for purposes of this Agreement either by reference to the pricing of Loans comprising such Borrowing (e.g., a “Euro-Dollar<Term Benchmark> Borrowing” is a Borrowing comprised of Euro-Dollar<Term Benchmark> Loans), Class (e.g. a Borrowing of Term Loans) or by reference to the provisions of Article II under which participation therein is determined (i.e., a “Committed Revolving Borrowing” is a Borrowing under Section 2.1 in which all Revolving Credit Banks participate in proportion to their Revolving Commitments, a “Committed Term Borrowing” is a Borrowing under Section 9.17 in which all applicable Term Loan Banks participate in proportion to their applicable Term Loan Commitments, while a “Money Market Borrowing” is a Borrowing under Section 2.3.

Section 1.4Interest Rates; LIBOR<Benchmark> Notification. The interest rate on Euro-Dollar Loans and LIBOR Daily Loans is determined by reference to the London Interbank Offered Rate, which is derived from the London interbank offered rate (“LIBOR”). LIBOR is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. On March 5<a Loan denominated in dollars may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become>, 2021, the U.K. Financial Conduct Authority (“FCA”) publicly announced that: (a) immediately after December 31, 2021, publication of all seven euro LIBOR settings, all seven Swiss Franc LIBOR settings, the spot next, 1-week, 2-month and 12-month Japanese Yen LIBOR settings, the overnight, 1-week, 2-month and 12-month British Pound Sterling LIBOR settings, and the 1-week and 2-month U.S. Dollar LIBOR settings will permanently cease; immediately after June 30, 2023, publication of the overnight and 12-month U.S. Dollar LIBOR settings will permanently cease; immediately after December 31, 2021, the 1-month, 3-month and 6-month Japanese Yen LIBOR settings and the 1-month, 3-month and 6-month British Pound Sterling LIBOR settings will cease to be provided or, subject to consultation by the FCA, be provided on a changed methodology (or “synthetic”) basis and no longer be representative of the underlying market and economic reality they are intended to measure and that representativeness will not be restored; and (b) immediately after June 30, 2023, the 1-month, 3-month and 6-month U.S. Dollar LIBOR settings will cease to be provided or, subject to the FCA’s consideration of the case, be provided on a synthetic basis and no longer be representative of the underlying market and economic reality they are intended to measure and that representativeness will not be restored. There is no assurance that dates announced by the FCA will not change or that the administrator of LIBOR and/or regulators will not take further action that could impact the availability, composition, or characteristics of LIBOR or the currencies and/or tenors for which LIBOR is published. Each party to this agreement should consult its own advisors to stay informed of any such developments. Public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate<subject of regulatory reform>. Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, Section 8.1(b) and (c) provide the<provides a> mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant to Section 8.1(e), of any change to the reference rate upon which the interest rate on Euro‑Dollar Loans or LIBOR Daily Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission<, performance> or any other matter related to LIBOR or other rates in the definition of “London Interbank Offered Rate”<any interest rate

46

used in this Agreement,> or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Section 8.1(b) or (c), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 8.1(d)),, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the London Interbank Offered Rate<existing interest rate being replaced> or have the same volume or liquidity as did the London interbank offered<any existing interest> rate prior to its discontinuance or unavailability.< The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/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 any interest rate used in this Agreement, any component 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 Bank 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.>

Section 1.5Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the amount of such Letter of Credit available to be drawn at such time; provided that with respect to any Letter of Credit that, by its terms or the terms of any Letter of Credit Application related thereto, provides for one or more automatic increases in the available amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum amount is available to be drawn at such time.

Section 1.6Divisions. 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 and acquired on the first date of its existence by the holders of its equity interests at such time.

ARTICLE II

THE CREDITS

Section 2.1Commitments to Lend. Each Revolving Credit Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Committed Revolving Loans to the Borrower and participate in Letters of Credit issued by a Fronting Bank on behalf of the Borrower pursuant to this Section from time to time during the Availability Period in amounts such that the aggregate principal amount of Committed Revolving Loans by such Revolving Credit

47

Bank at any one time outstanding plus such Revolving Credit Bank’s Revolving Commitment Percentage of the Letter of Credit Usage shall not exceed the amount of its Revolving Commitment. The aggregate amount of Committed Revolving Loans to be made hereunder together with the Letter of Credit Usage, and outstanding Money Market Loans shall not exceed the Revolving Loan Amount. Each Borrowing under this subsection (a) shall be in an aggregate principal amount of at least $2,500,000, or an integral multiple of $500,000 in excess thereof and, other than with respect to Money Market Loans, shall be made from the several Revolving Credit Banks ratably in proportion to their respective Revolving Commitments. Subject to the limitations set forth herein, any amounts repaid may be reborrowed.

Section 2.2Notice of Committed Borrowing. (a) The Borrower shall give the Administrative Agent notice (a “Notice of Committed Borrowing”) (x) not later than 12:00 p.m. (New York City time) on the Domestic Business Day of each Base Rate Borrowing or LIBOR Daily<RFR> Borrowing and (y) not later than 2:00 p.m. (New York time) three (3) Euro-Dollar Business Days before each Euro-Dollar<Term Benchmark> Borrowing, specifying:

(1)the date of such Borrowing, which shall be a Domestic Business Day in the case of a Base Rate Borrowing or a LIBOR Daily Borrowing or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing,

(2)the aggregate <principal> amount of such Borrowing,

(3)the Class of such Borrowing,

(4)whether the Loans comprising such Borrowing are to be Base Rate Loans, LIBOR Daily<RFR> Loans or Euro-Dollar<Term Benchmark> Loans,

(5)in the case of a Euro-Dollar<Term Benchmark> Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period,

(6)the intended use for the proceeds of such Borrowing, and

(7)that no Default or Event of Default has occurred or is continuing.

Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Revolving Credit Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Revolving Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. (New York City time) on the date of such Borrowing.

(b)The Borrower shall give the Administrative Agent, and the designated Fronting Bank(s), written notice, together with a Letter of Credit Application, in the event that it

48

desires to have Letters of Credit (each, a “Letter of Credit”) issued hereunder no later than 2:00 p.m., New York City time, at least four (4) Domestic Business Days prior to the date of such issuance. Each such notice shall specify (i) the designated Fronting Bank(s), (ii) the aggregate amount of the requested Letters of Credit, (iii) the individual amount of each requested Letter of Credit and the number of Letters of Credit to be issued, (iv) the date of such issuance (which shall be a Domestic Business Day), (v) the name and address of the beneficiary, (vi) the expiration date of the Letter of Credit (which in no event shall be later than twelve (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued, (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to such Fronting Bank) and (ix) a certification that the aggregate outstanding amount of all Letters of Credit issued by such Fronting Bank under this Agreement does not exceed its Letter of Credit Commitment. Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank(s), provided such revocation is confirmed in writing by the Borrower to such Fronting Bank(s) and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the applicable Fronting Bank to make a payment under the Letter of Credit; provided, that any Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, providedfurther, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to such Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, such Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit.

Section 2.3Money Market Borrowings.

(a)The Money Market Option. In addition to Committed Revolving Borrowings pursuant to Section 2.1, at such time as the Borrower’s Credit Rating is an Investment Grade Rating from at least two Rating Agencies, one of which shall be S&P or Moody’s, the Borrower may, as set forth in this Section 2.3, request the Revolving Credit Banks during the Availability Period to make offers to make Money Market Loans to the Borrower, not to exceed, at such time, the lesser of (i) the Revolving Loan Amount less the Outstanding Balance, and (ii) 50% of the Revolving Loan Amount. Such Revolving Credit Banks may, but shall have no obligation to, make such offers and the Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section.

49

(b)Money Market Quote Request. When the Borrower wishes to request offers to make Money Market Loans under this Section, it shall transmit to the Administrative Agent by telex or facsimile transmission a Money Market Quote Request substantially in the form of Exhibit E hereto so as to be received not later than 2:00 p.m. (New York City time) on (x) the fourth Euro-Dollar Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR<Term SOFR> Auction, or (y) the Domestic Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Banks not later than the date of the Money Market Quote Request for the first LIBOR<Term SOFR> Auction or Absolute Rate Auction for which such change is to be effective) specifying:

(i)the proposed date of Borrowing, which shall be a Euro-Dollar Business Day in the case of a LIBOR Auction or a Domestic Business Day in the case of an Absolute Rate Auction,

(ii)the aggregate amount of such Borrowing, which shall be $10,000,000 or a larger multiple of $500,000,

(iii)the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and

(iv)whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate.

The Borrower may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. No Money Market Quote Request shall be given within thirty days (or such other number of days as the Borrower and the Administrative Agent may agree) of any other Money Market Quote Request.

(c)Invitation for Money Market Quotes. Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the Revolving Credit Banks by telex or facsimile transmission an Invitation for Money Market Quotes substantially in the form of Exhibit F hereto, which shall constitute an invitation by the Borrower to each Revolving Credit Bank to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section 2.3.

(d)Submission and Contents of Money Market Quotes. (i) Each Revolving Credit Bank may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quote Request. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by telex or facsimile transmission at its offices specified in or pursuant to Section 9.1 not later than (x) 10:00 a.m. (New York City time) on the third Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR<Term SOFR> Auction, or (y) 10:00 a.m. (New York City time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Banks not later than the date of the Money Market Quote Request for the first LIBOR<Term SOFR> Auction or Absolute Rate

50

Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Revolving Credit Bank may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies the Borrower of the terms of the offer or offers contained therein not later than thirty (30) minutes prior to the applicable deadline for the other Revolving Credit Banks. Subject to Articles III and VI, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the Borrower. Such Money Market Loans may be funded by such Revolving Credit Bank’s Designated Lender (if any) as provided in Section 9.6(d); however such Revolving Credit Bank shall not be required to specify in its Money Market Quote whether such Money Market Loans will be funded by such Designated Lender.

(ii)Each Money Market Quote shall be in substantially the form of Exhibit G hereto and shall in any case specify:

(1)the proposed date of Borrowing,

(2)the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Revolving Commitment of the quoting Revolving Credit Bank, (x) must be $10,000,000 or a larger multiple of $500,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Revolving Credit Bank may be accepted,

(3)in the case of a LIBOR<Term SOFR> Auction, the <applicable Adjusted Term SOFR Rate and the> margin above or below the applicable London Interbank Offered<Adjusted Term SOFR> Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate,

(4)in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan, and

(5)the identity of the quoting Revolving Credit Bank.

A Money Market Quote may set forth up to five separate offers by the quoting Revolving Credit Bank with respect to each Interest Period specified in the related Money Market Quote Request.

(iii)Any Money Market Quote shall be disregarded if it:

(1)is not substantially in conformity with Exhibit G hereto or does not specify all of the information required by subsection (d)(ii) above;

(2)contains qualifying, conditional or similar language;

51

(3)proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or

(4)arrives after the time set forth in subsection (d)(i).

(e)Notice to Borrower. The Administrative Agent shall promptly notify the Borrower (x) with respect to each Money Market Quote submitted in accordance with subsection (d), of the terms of such Money Market Quote and the identity of the Revolving Credit Bank submitting such Money Market Quote and (y) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Revolving Credit Bank with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the Borrower shall specify (A) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (B) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (C) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted.

(f)Acceptance and Notice by Borrower. Not later than 1:00 p.m. (New York City time) on (x) the third Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR<Term SOFR> Auction, or (y) the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Revolving Credit Banks not later than the date of the Money Market Quote Request for the first LIBOR<Term SOFR> Auction or Absolute Rate Auction for which such change is to be effective), the Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The Borrower may accept any Money Market Quote in whole or in part; provided that:

(i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request;

(ii) the principal amount of each Money Market Borrowing must be $10,000,000 or a larger multiple of $500,000;

(iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be; and

(iv) the Borrower may not accept any offer that is described in subsection (d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

52

(g)Allocation by Administrative Agent. If offers are made by two or more Revolving Credit Banks with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Banks as nearly as possible (in multiples of $500,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

(h)Notification by Administrative Agent. Upon receipt of the Borrower’s Notice of Money Market Borrowing in accordance with Section 2.3(f) hereof, the Administrative Agent shall, on the date such Notice of Money Market Borrowing is received by the Administrative Agent, notify each Revolving Credit Bank of the principal amount of the Money Market Borrowing accepted by the Borrower and of such Revolving Credit Bank’s share (if any) of such Money Market Borrowing and such Notice of Money Market Borrowing shall not thereafter be revocable by the Borrower. A Revolving Credit Bank who is notified that it has been selected to make a Money Market Loan may designate its Designated Lender (if any) to fund such Money Market Loan on its behalf, as described in Section 9.6(d). Any Designated Lender which funds a Money Market Loan shall on and after the time of such funding become the obligee under such Money Market Loan and be entitled to receive payment thereof when due. No Revolving Credit Bank shall be relieved of its obligation to fund a Money Market Loan, and no Designated Lender shall assume such obligation, prior to the time the applicable Money Market Loan is funded.

Section 2.4Notice to Banks; Funding of Loans.

(a)Upon receipt of a Notice of Committed Borrowing, the Administrative Agent shall notify each applicable Bank on the same day as it receives the Notice of Committed Borrowing of the contents thereof and of such Bank’s share of such Borrowing and<. Any Notice of Committed Borrowing may be conditioned on the satisfaction of one or more conditions set forth therein, in which case> such Notice of Committed Borrowing shall not thereafter be revocable by the Borrower.<may be withdrawn by notice to the Administrative Agent on or prior to the date of the requested Borrowing if such conditions shall not have been satisfied; provided that> the Borrower.< shall pay any amounts due under Section 2.13, if any, in connection with any such withdrawal>

(b)Not later than 3:00 P.M. (New York City time) on the date of each Committed Borrowing, each applicable Bank shall make available its share of such Committed Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred to in Section 9.1. The Administrative Agent will make the funds so received from the Banks available to the Borrower at the Administrative Agent’s aforesaid address. If the Borrower has requested the issuance of a Letter of Credit, no later than 12:00 Noon (New York City time) on the date of such issuance as indicated in the notice delivered pursuant to Section 2.2(b), a Fronting Bank shall issue such Letter of Credit in the amount so requested and deliver the same to the Borrower with a copy thereof to the Administrative Agent. At the request of any Revolving Credit Bank, the Administrative Agent promptly shall deliver copies thereof to such Revolving Credit Bank. Immediately upon the issuance of each Letter of

53

Credit by a Fronting Bank, such Fronting Bank shall be deemed to have sold and transferred to each other Revolving Credit Bank, and each such other Revolving Credit Bank shall be deemed, and hereby agrees, to have irrevocably and unconditionally purchased and received from such Fronting Bank, without recourse or warranty, an undivided interest and a participation in such Letter of Credit, any drawing thereunder, and the obligations of the Borrower hereunder with respect thereto, and any security therefor or guaranty pertaining thereto, in an amount equal to such Revolving Credit Bank’s ratable share thereof (based upon the ratio its Revolving Commitment bears to the aggregate of all Revolving Commitments). Upon any change in any of the Revolving Commitments in accordance herewith, there shall be an automatic adjustment to such participations to reflect such changed shares. The applicable Fronting Bank shall have the primary obligation to fund any and all draws made with respect to such Letter of Credit notwithstanding any failure of a participating Revolving Credit Bank to fund its ratable share of any such draw. Unless the Administrative Agent determines that any applicable condition specified in Article III has not been satisfied, the Administrative Agent will instruct the applicable Fronting Bank to make such Letter of Credit available to the Borrower and the applicable Fronting Bank shall make such Letter of Credit available to the Borrower at the Borrower’s aforesaid address or at such address in the United States as Borrower shall request on the date of the Borrowing.

(c)Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing that such Bank will not make available to the Administrative Agent such Bank’s share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsection (b) of this Section 2.4 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.7 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Loan included in such Borrowing for purposes of this Agreement.

Section 2.5Notes.

(a)At the request of any Bank, its Loans shall be evidenced by the Notes, each of which shall be payable to each applicable Bank for the account of its Applicable Lending Office in an amount equal to each such Bank’s Commitment.

(b)Each Bank may, by notice to the Borrower and the Administrative Agent, request that its Loans of a particular Class be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Bank’s Loans of such Class. Each such Note shall be in substantially the form of Exhibit A-1 or Exhibit A-2 hereto, as applicable, with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant Class for such Bank.

54

Each reference in this Agreement to the “Note” of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require.

(c)Upon receipt of each Bank’s Note, the Administrative Agent shall forward such Note to such Bank. Each Bank shall record the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank so elects in connection with any transfer or enforcement of its Note, endorse on the schedule forming a part thereof appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding; provided that the failure of any Bank to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Notes and to attach to and make a part of its Notes a continuation of any such schedule as and when required.

(d)There shall be no more than twenty (20) Euro-Dollar<Term Benchmark> Borrowings outstanding at any one time pursuant to this Agreement.

Section 2.6Maturity of Loans. The Revolving Loans, except as otherwise provided in Section 6.2, shall mature, and the principal amount thereof shall be due and payable, and the Borrower promises to pay the Revolving Loans, on the Revolving Credit Maturity Date. Any Term Loans shall mature, and the principal amount thereof shall be due and payable, and the Borrower promises to pay such Term Loans, on the applicable Term Loan Maturity Date.

Section 2.7Interest Rates.

(a)Each Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made until it becomes due, at a rate per annum equal to the sum of the Applicable Margin for Base Rate Loans for the applicable Class of Loans plus the Base Rate for such day. Such interest shall be payable in arrears for<on> each Interest Period on the last day thereof<Payment Date for such Loan>.

(b)Each Euro-Dollar<Term Benchmark> Loan shall bear interest on the outstanding principal amount thereof, for each day during the Interest Period applicable thereto, at a rate per annum equal to the sum of the Applicable Margin for Euro-Dollar<Term Benchmark> Loans for the applicable Class of Loans plus the Adjusted London Interbank Offered<Term SOFR> Rate for such day<Interest Period>. Such interest shall be payable in arrears for<on> each Interest Period on the last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof<Payment Date for such Loan>.

“Adjusted London Interbank Offered Rate” applicable to any Interest Period means a rate per annum equal to the quotient obtained (rounded upward, if necessary, to the next higher 1/100 of 1%) by dividing (i) the applicable London Interbank Offered Rate by (ii) 1.00 minus the Euro-Dollar Reserve Percentage.

“Euro-Dollar Reserve Percentage” means for any day that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement for a member bank of the Federal Reserve System in New York City with deposits exceeding five billion

55

dollars in respect of “Eurocurrency liabilities” (or in respect of any other category of liabilities which includes deposits by reference to which the interest rate on Euro-Dollar Loans is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Bank to United States residents). The Adjusted London Interbank Offered Rate shall be adjusted automatically on and as of the effective date of any change in the Euro-Dollar Reserve Percentage.

The “London Interbank Offered Rate” means, with respect to any Euro-Dollar Borrowing for any Interest Period, the LIBO Screen Rate at approximately 11:00 a.m., London time, two Euro-Dollar Business Days prior to the commencement of such Interest Period; provided that if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”) with respect to U.S. Dollars then the London Interbank Offered Rate shall be the Interpolated Rate. The “LIBO Screen Rate” means, for any day and time, with respect to any Euro-Dollar Borrowing for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for U.S. Dollars for a period equal in length to such Interest Period as displayed on such day and time on pages LIBOR01 or LIBOR02 of the Bloomberg screen that displays such rate (or, in the event such rate does not appear on a Bloomberg page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion, provided that, if the LIBO Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

The “Quotation<Payment> Date” means, in relation to any period for which an interest rate is to be determined, two (2) Euro-Dollar Business Days before the first day of that period, unless market practice differs in the relevant interbank market for a currency, in which case the Quotation Date for that currency will be determined by the Administrative Agent in accordance with market practice in the London interbank market (and if quotations would normally be given by leading banks in the London interbank market on more than one day, the Quotation Date will be the last of those days)<for such Loan>.

(c)Subject to Section 8.1, each Money Market LIBOR<Term SOFR> Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of the London Interbank Offered Rate<Adjusted Term SOFR Rate (as specified in Section 2.3(d)(ii)(3))> for such Interest Period (determined in accordance with Section 2.7(b) as if the related Money Market LIBOR Borrowing were a Committed Euro-Dollar Borrowing) plus (or minus) the Money Market Margin quoted by the Revolving Credit Bank making such Loan in accordance with Section 2.3. Each Money Market Absolute Rate Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the Money Market Absolute Rate quoted by the Revolving Credit Bank making such Loan in accordance with Section 2.3. Such interest shall be payable for<in arrears on> each Interest Period on the last day thereof and, if such Interest Period is longer than 3 months, at intervals of 3 months after the first day thereof<Payment Date for such Loan>.

(d)Each LIBOR Daily<RFR> Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made until it becomes due, at a

56

rate per annum equal to the sum of the Applicable Margin for LIBOR Daily<RFR> Loans that are Revolving Loans plus the LIBOR<Adjusted> Daily Floating<Effective SOFR> Rate for such day. Such interest shall be payable in arrears for<on> each Interest Period on the last day thereof<Payment Date for such Loan>.

(e)In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal amount of the Loans, and, to the extent permitted by law, overdue interest in respect of all Loans, shall bear interest at the annual rate of the sum of the Base Rate and two percent (2%).

(f)The Administrative Agent shall determine each interest rate applicable to the Loans hereunder. The Administrative Agent shall give prompt notice to the Borrower and the Banks of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error.

Section 2.8Fees.

(a)Facility Fee.

(i)During the Availability Period, the Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Banks ratably in proportion to their respective Revolving Commitments, a facility fee on the full Revolving Loan Amount at the respective percentages per annum based upon the Borrower’s Credit Rating in accordance with the following table:

Borrower’s Credit Rating	Facility Fee
A-/A3 or better	0.125%
BBB+/Baa1	0.150%
BBB/Baa2	0.200%
BBB-/Baa3	0.250%
<BBB-/Baa3 or unrated	0.300%

(ii)The facility fee shall be payable at all times (quarterly in arrears), irrespective of usage, on each January 1, April 1, July 1, and October 1 during the Availability Period and any extensions thereof. Any change in the Borrower’s Credit Rating causing it to move into a different range on the table shall effect an immediate change in the applicable percentage per annum. If there are only two Borrower’s Credit Ratings, it will be the higher of the two. In the event that the Borrower’s Credit Ratings are more than one level apart, the median rating will be used. If there are three Borrower’s Credit Ratings, and such ratings are split, then, if the difference between the highest and lowest is one level apart, it will be the highest of the three, but if the difference is more than one level, the rating will be the average of the two highest (or if such average is not a recognized category, then the second highest rating will be used). If there is only one Borrower’s Credit Rating, the facility fee shall be based on such rating. Should Borrower (or General Partner) lose its Investment Grade Rating from both S&P and Moody’s, the facility fee will revert to the unrated portion of the table above. Upon reinstatement of

57

such Investment Grade Rating from either S&P or Moody’s, the facility fee will revert to the rated pricing table above.

(b)Letter of Credit Fee. During the Availability Period, the Borrower shall pay to the Administrative Agent, for the account of the Revolving Credit Banks in proportion to their interests in respect of undrawn issued Letters of Credit, a fee (a “Letter of Credit Fee”) in an amount, provided that no Event of Default shall have occurred and be continuing, equal to a rate per annum equal to the Applicable Margin with respect to Euro-Dollar<Term Benchmark> Revolving Loans on the daily outstanding balance of such issued and undrawn Letters of Credit, which fee shall be payable, in arrears, on each January 1, April 1, July 1 and October 1 during the Availability Period. From the occurrence, and during the continuance, of an Event of Default, such fee shall be increased to be equal to two percent (2%) per annum on the daily outstanding balance of such issued and undrawn Letters of Credit.

(c)Fronting Bank Fee. The Borrower shall pay any Fronting Bank, for its own account, a fee (a “Fronting Bank Fee”) at a rate per annum equal to 0.125% of the issued and undrawn amount of the Letters of Credit issued by such Fronting Bank (or such lesser amount as agreed to by the applicable Fronting Bank), in no cases less than $500, in addition to each Fronting Bank’s customary administrative charges related to the issuance or amendment of, or drawing upon, Letters of Credit, which fee shall be in addition to and not in lieu of, the Letter of Credit Fee. The Fronting Bank Fee shall be payable in arrears on each January 1, April 1, July 1 and October 1 during the Availability Period.

(d)Fees Non-Refundable. All fees set forth in this Section 2.8 shall be deemed to have been earned on the date payment is due in accordance with the provisions hereof and shall be non-refundable. The obligation of the Borrower to pay such fees in accordance with the provisions hereof shall be binding upon the Borrower and shall inure to the benefit of the Administrative Agent and the Banks regardless of whether any Loans are actually made.

Section 2.9Mandatory Termination or Reduction. Unless earlier terminated pursuant to Section 6.2, the term (the “Availability Period”) of the Revolving Commitments shall commence on the Closing Date and terminate and expire, and the Borrower shall return or cause to be returned all Letters of Credit to the Fronting Banks, on the Revolving Credit Maturity Date.M

Section 3.9Mandatory Prepayment.

(a)In the event that an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of an Unencumbered Asset Pool Property) is sold, transferred or released from the restrictions of Section 5.11 hereof, the Borrower shall, simultaneously with such sale, transfer or release, prepay the Loans in an amount equal to 100% of the net proceeds of such sale or transfer, in the event of a sale or transfer, or such lesser amount as shall be required for the Borrower to remain in compliance with this Agreement, in the event of such a sale, transfer or release. Such prepayments shall be applied to either the Revolving Credit Facility or the Term Loan Facility (if any) as directed by the Borrower; provided, however, that if Borrower fails to give such direction, such prepayments shall first be applied to the Revolving Credit Facility, and then to the Term Loan Facility (if any) if such prepayment amounts are needed for the Borrower to remain in compliance with this Agreement. Notwithstanding the foregoing, a simultaneous

58

like-kind exchange under Section 1031 of the Internal Revenue Code will not be subject to the provisions of this Section 2.10(a), provided that the exchanged property has qualified as a New Acquisition and any cash “boot” associated therewith shall be applied to prepayment of the Loans or such lesser amount of such cash “boot” as shall be required for the Borrower to remain in compliance with this Agreement. Sale of an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of a Unencumbered Asset Pool Property) in violation of this Section 2.10 shall constitute an Event of Default.

(a)In the event that the Unsecured Debt Ratio is not maintained as of the last day of a calendar quarter, either (i) the Borrower will add a Real Property Asset to the Unencumbered Asset Pool Properties in accordance with this Agreement which, on a proforma basis (i.e. the Unsecured Debt Ratio shall be recalculated to include such Real Property Asset as though the same had been an Unencumbered Asset Pool Property for the entire applicable period) would result in compliance with the Unsecured Debt Ratio, or (ii) the Borrower shall prepay to the Administrative Agent, for the account of the applicable Banks, an amount necessary to cause the Unsecured Debt Ratio to be in compliance within ninety (90) days of the date on which the Unsecured Debt Ratio failed to be maintained. Such prepayments shall be applied to either the Revolving Credit Facility or the Term Loan Facility (if any) as directed by the Borrower; provided, however, that if Borrower fails to give such direction, such prepayments shall first be applied to the Revolving Credit Facility, and then to the Term Loan Facility (if any) if such prepayment amounts are needed for the Borrower to remain in compliance with this Agreement. Failure by the Borrower to comply with the Unsecured Debt Ratio within ninety (90) days of the date of such non-compliance shall be an Event of Default.

Section 2.11Commitment Reductions; Optional Prepayments.

(a)The Borrower may, upon at least one Domestic Business Day’s notice to the Administrative Agent, prepay to the Administrative Agent, for the account of the applicable Banks, any Base Rate Borrowing or LIBOR Daily<RFR> Borrowing in whole at any time, or from time to time in part in <minimum> amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof or, if less, the outstanding principal balance, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several applicable Banks included in such Borrowing.

(b)Except as provided in Section 8.2, the Borrower may not prepay all or any portion of the principal amount of any Euro-Dollar<Term Benchmark> Loan prior to the maturity thereof unless the Borrower shall also pay any applicable expenses pursuant to Section 2.13. Any such prepayment shall be upon at least one (1) Euro-Dollar Business Day’s notice to the Administrative Agent, and the Administrative Agent shall notify the applicable Banks of receipt of any such notice on the same Euro-Dollar Business Day as received by it. Any notice of prepayment delivered pursuant to this Section 2.11(b) shall set forth the amount of such prepayment which is applicable to any Loan made for working capital purposes. Each such optional prepayment shall be in the amounts set forth in Section 2.11(a) above and shall be applied to prepay ratably the Loans of the applicable Banks included in such Borrowing.

(c)The Borrower may not prepay any Money Market Loan.

59

(d)The Borrower may, upon at least one (1) Domestic Business Day’s notice to the Administrative Agent (by 2:00 p.m. New York time on such Domestic Business Day), reimburse the Administrative Agent for the benefit of the Fronting Banks for the amount of any drawing under a Letter of Credit in whole or in part in any amount.

(e)The Borrower may at any time return any undrawn Letter of Credit to a Fronting Bank in whole, but not in part, and such Fronting Bank shall give the Administrative Agent and each of the Revolving Credit Banks notice of such return.

(f)The Borrower may at any time and from time to time cancel all or any part of the unused Commitments under the Revolving Credit Facility in amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof, by the delivery to the Administrative Agent and the Revolving Credit Banks of a notice of cancellation upon at least three (3) Domestic Business Days’ notice to the Administrative Agent and such Revolving Credit Banks, whereupon, all or such portion of the Revolving Commitments shall terminate as to such Revolving Credit Banks, pro rata on the date set forth in such notice of cancellation; provided that after giving effect to any such reduction of the Revolving Commitments the amount of outstanding Revolving Loans, plus the amount of outstanding Money Market Loans, plus the Letter of Credit Usage may not exceed the Revolving Loan Amount (after giving effect to the foregoing reduction in the Revolving Commitments) and, if there are any Revolving Loans then outstanding in an aggregate amount which exceeds the aggregate Revolving Commitments (after giving effect to any such reduction), the Borrower shall prepay to the Administrative Agent, for the account of such Revolving Credit Banks, all or such portion of the Revolving Loans outstanding on such date in accordance with the requirements of Sections 2.11(a) and (b). The Borrower shall be permitted to designate in its notice of cancellation which Revolving Loans, if any, are to be prepaid. A reduction of the Revolving Commitments pursuant to this Section 2.11(f) shall reduce the Revolving Loan Amount.

(g)The Borrower may at any time and from time to time cancel all or any part of the unused Commitments under the Term Loan Facility (if any) in <minimum>amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof, by the delivery to the Administrative Agent and the Term Loan Banks of a notice of cancellation upon at least three (3) Domestic Business Days’ notice to the Administrative Agent and such Term Loan Banks, whereupon, all or such portion of the Term Loan Commitments shall terminate as to such Term Loan Banks, pro rata on the date set forth in such notice of cancellation, and, if there are any Term Loans then outstanding in an aggregate amount which exceeds the aggregate Term Loan Commitments (after giving effect to any such reduction), the Borrower shall prepay to the Administrative Agent, for the account of such Term Loan Banks, all or such portion of the Term Loans outstanding on such date in accordance with the requirements of Sections 2.11(a) and (b). The Borrower shall be permitted to designate in its notice of cancellation which Term Loans, if any, are to be prepaid.

(h)Upon receipt of a notice of prepayment or cancellation or a return of a Letter of Credit pursuant to this Section, the Administrative Agent shall promptly, and in any event within one (1) Domestic Business Day, notify each Revolving Credit Bank of the contents thereof and of such Revolving Credit Bank’s ratable share (if any) of such prepayment<. A notice of prepayment> or cancellation and<under this Section may state that> such notice shall not

60

thereafter be revocable by the Borrower.<is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified date of prepayment or cancellation) if such condition is not satisfied; provided that the Borrower shall pay any amounts due under Section 2.13, if any, in connection with any such revocation>

(i)Any amounts so prepaid pursuant to this Section 2.11 with respect to the Revolving Credit Facility only may be reborrowed subject to the other terms of this Agreement. In the event that the Borrower elects to cancel all or any portion of the Revolving Commitments pursuant to Section 2.11(f) hereof, such cancellation shall be irrevocable and such amounts may not be reborrowed. In the event that the Borrower elects to cancel all or any portion of the Term Loan Commitments pursuant to Section 2.11(g) hereof, such cancellation shall be irrevocable and such amounts may not be reborrowed.

Section 2.12General Provisions as to Payments.

(a)The Borrower shall make each payment of principal of, and interest on, the Loans and of fees hereunder, not later than 3:00 p.m. (New York City time) on the date when due, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred to in Section 9.1. The Administrative Agent will distribute to each applicable Bank its ratable share of each such payment received by the Administrative Agent for the account of the applicable Banks on the same day as received by the Administrative Agent if received by the Administrative Agent by 3:00 p.m. (New York City time), or, if received by the Administrative Agent after 3:00 p.m. (New York City time), on the immediately following Domestic Business Day. If the Administrative Agent shall fail to distribute to a Bank its ratable share of a payment on the same day it is received or the immediately following Domestic Business Day, as applicable in accordance with the immediately preceding sentence, the Administrative Agent shall pay to such Bank the interest accrued on such payment at the Federal Funds Rate, commencing on the day the Administrative Agent should have made the payment to such Bank and ending on the day prior to the date payment is actually made. Whenever any payment of principal of, or interest on, the Base Rate Loans or LIBOR Daily<RFR> Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Euro-Dollar<Term Benchmark> Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Loans (if any) shall be made prorata according to the respective outstanding principal amounts of the Term Loans then held by each Term Loan Bank. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans shall be made prorata according to the respective Revolving Commitment Percentages of each Revolving Credit Bank. Each payment (including each prepayment) by the Borrower of principal of, and interest on, the Loans and of fees hereunder shall be made without set-off or counterclaim.

61

(b)Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Rate.

(c)All payments made on the Loans shall be credited, to the extent of the amount thereof, in the following manner, in each case ratably among the parties entitled thereto in accordance with the amounts then due to such party: (a) first, against all costs, expenses and other fees (including reasonable attorneys’ fees) arising under the terms hereof, of which, if no Event of Default shall have occurred and be continuing, the Borrower has received notice pursuant to the terms hereof, (b) second, against the amount of interest accrued and unpaid on the Loans as of the date of such payment, (c) third, against all principal due and owing on the Loans as of the date of such payment, and (d) fourth, to all other amounts constituting any portion of the Obligations.

(d)If any Bank is a Defaulting Lender, then the Administrative Agent may (or at the request of the Borrower, shall), in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Bank for the benefit of the Administrative Agent or the Fronting Banks to satisfy such Bank’s obligations to it hereunder until such Bank is not a Defaulting Lender, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Bank hereunder, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

Section 2.13Funding Losses. If the Borrower makes any payment of principal with respect to any Euro-Dollar<Term Benchmark> Loan (pursuant to Article II, VI or VIII or otherwise, and specifically including any payments made pursuant to Sections 2.10 or 2.11) on any day other than the last day of the Interest Period applicable thereto, or if the Borrower fails to borrow any Euro-Dollar<Term Benchmark> Loans, after notice has been given to any Bank in accordance with Section 2.4(a), or to prepay any Euro-Dollar<Term Benchmark> Loans, after notice has been given to any Bank in accordance with Section 2.11(b), the Borrower shall reimburse each Bank within 15 days after demand for any resulting loss or expense incurred by it (or by an existing Participant in the related Loan; provided that no Participant shall be entitled to receive more than the Bank, with respect to which such Participant is a Participant, would be entitled to receive under this Section 2.13), including (without limitation) any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin for the period after any such payment or failure to borrow, provided that such Bank shall have delivered to the Borrower a certificate as to the amount of such loss or expense and the calculation thereof, which certificate shall be conclusive in the absence of manifest error.

Section 2.14Computation of Interest and Fees. Interest based on the Prime Rate hereunder shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and

62

paid for the actual number of days elapsed (including the first day but excluding the last day). All other interest and fees shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day).

Section 2.15Method of Electing Interest Rates.

(a)The Loans included in each Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to the provisions of Article VIII), as follows:

(i)if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar<Term Benchmark> Loans or LIBOR Daily<RFR> Loans as of any Euro-Dollar Business Day;

(ii)if such Loans are Euro-Dollar<Term Benchmark> Loans, the Borrower may elect to convert such Loans to Base Rate Loans or LIBOR Daily<RFR> Loans or elect to continue such Loans as Euro-Dollar<Term Benchmark> Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans; or

(iii)if such Loans are LIBOR Daily<RFR> Loans, the Borrower may elect to convert such Loans to Euro-Dollar<Term Benchmark> Loans as of any Euro-Dollar Business Day or to Base Rate Loans as of any Domestic Business Day.

Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent at least three (3) Euro-Dollar Business Days before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be converted or continued as Base Rate Loans or LIBOR Daily<RFR>Loans, in which case such notice shall be delivered to the Administrative Agent no later than 11:00 a.m. (New York City time) on the Domestic Business Day such conversion or continuation is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group, (ii) the portion to which such notice applies, and the remaining portion to which it does not apply, are each $1,000,000 or any larger multiple of $1,000,000, (iii) there shall be no more than twenty (20) Borrowings, comprised of Euro-Dollar<Term Benchmark> Loans outstanding at any time under this Agreement, (iv) no Loan may be continued as, or converted into, a Euro-Dollar<Term Benchmark> Loan when any Event of Default has occurred and is continuing, and (v) no Interest Period shall extend beyond the applicable Maturity Date.

(b)Each Notice of Interest Rate Election shall specify:

(i)the Group of Loans (or portion thereof) to which such notice applies;

(ii)the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection (a) above;

63

(iii)if the Loans comprising such Group are to be converted, the new type of Loans and, if such new Loans are Euro-Dollar<Term Benchmark> Loans, the duration of the initial Interest Period applicable thereto; and

(iv)if such Loans are to be continued as Euro-Dollar<Term Benchmark> Loans for an additional Interest Period, the duration of such additional Interest Period.

Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.

(c)Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) above, the Administrative Agent shall notify each Bank on the same day as it receives such Notice of Interest Rate Election of the contents thereof and such notice shall not thereafter <. A Notice of Interest Rate Election may state that such Notice of Interest Rate Election is conditioned upon the occurrence of one or more events specified therein, in which case such Notice of Interest Rate Election may > be revocable<revoked> by the Borrower< (by written notice to the Administrative Agent on or prior to the specified date of such Notice of Interest Rate Election) if such condition is not satisfied; provided that the Borrower shall pay any amounts due under Section 2.13, if any, in connection with any such revocation>. If the Borrower fails to deliver a timely Notice of Interest Rate Election to the Administrative Agent for any Group of Euro-Dollar<Term Benchmark> Loans, such Loans shall be converted into Base Rate Loans on the last day of the then current Interest Period applicable thereto.

Section 2.16Letters of Credit. (a) Subject to the (a) terms contained in this Agreement and the other Loan Documents, including Section 2.1 hereof, upon the receipt of a notice in accordance with Section 2.2(b) requesting the issuance of a Letter of Credit, a Fronting Bank shall issue a Letter of Credit or Letters of Credit in such form as is reasonably acceptable to the Borrower in an amount or amounts equal to the amount or amounts requested by the Borrower. Letters of Credit issued and outstanding under the Existing Credit Agreement are Letters of Credit for purposes of this Agreement.

A Fronting Bank shall not be under any obligation to issue any Letter of Credit if:

(i)Any order, judgment or decree of any Governmental Authority or arbitrator shall be its terms purport to enjoin or restrain such Fronting Bank from issuing such Letter of Credit, or any law applicable to such Fronting Bank shall prohibit, or require that such Fronting Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Fronting Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Fronting Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Fronting Bank any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that such Fronting Bank in good faith deems material to it; or

(ii)The issuance of such Letter of Credit would violate one or more policies of such Fronting Bank applicable to letters of credit generally.

64

(b)Each Letter of Credit shall be issued in the minimum amount of One Hundred Thousand Dollars ($100,000).

(c)The Letter of Credit Usage shall be no more than One Hundred Million Dollars ($100,000,000) at any one time and the aggregate undrawn amount of all outstanding Letters of Credit issued by a Fronting Bank at such time plus the aggregate amount of all LC Disbursements made by such Fronting Bank that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed its Letter of Credit Commitment unless such Fronting Bank has consented to issue Letters of Credit in excess of its Letter of Credit Commitment.

(d)Notwithstanding anything herein to the contrary, no Fronting Bank shall have any obligation hereunder to issue any Letter of Credit the proceeds of which would be made to any Person which to the knowledge of such Fronting Bank is a Sanctioned Person.

(e)In the event of any request for a drawing under any Letter of Credit by the beneficiary thereunder, the applicable Fronting Bank(s) shall endeavor to notify the Borrower and the Administrative Agent (and the Administrative Agent shall endeavor to notify each Revolving Credit Bank thereof) on or before the date on which such Fronting Bank(s) intend to honor such drawing, and, except as provided in this subsection (e), the Borrower shall reimburse such Fronting Bank(s), by paying to the Administrative Agent in immediately available funds, on the same day on which such drawing is honored in an amount equal to the amount of such drawing. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Fronting Banks prior to 2:00 p.m. (New York time) on the Domestic Business Day immediately prior to the date of such drawing that the Borrower intends to reimburse the Fronting Banks for the amount of such drawing with funds other than the proceeds of the Revolving Loans, the Borrower shall be deemed to have timely given a Notice of Committed Borrowing pursuant to Section 2.2 to the Administrative Agent, requesting a Borrowing of Base Rate Revolving Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing. Each Revolving Credit Bank (other than the Fronting Banks) shall, in accordance with Section 2.4(b), make available its share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Fronting Banks for the amount of such draw. In the event that any such Revolving Credit Bank fails to make available to the Fronting Banks the amount of such Revolving Credit Bank’s participation on the date of a drawing, the Fronting Banks (through the Administrative Agent) shall be entitled to recover such amount on demand from such Revolving Credit Bank together with interest at the Federal Funds Rate commencing on the date such drawing is honored.

(f)If, at the time a beneficiary under any Letter of Credit requests a drawing thereunder, an Event of Default as described in Section 6.1(f) or Section 6.1(g) shall have occurred and is continuing, then on the date on which a Fronting Bank shall have honored such drawing, the Borrower shall have an unreimbursed obligation (the “Unreimbursed Obligation”) to such Fronting Bank in an amount equal to the amount of such drawing, which amount shall bear interest at the annual rate of the sum of the Base Rate plus two percent (2%). Each Revolving Credit Bank shall purchase an undivided participating interest in the Unreimbursed Obligation in an amount equal to its Revolving Commitment Percentage thereof, and upon receipt thereof the Administrative Agent shall deliver to such Revolving Credit Bank an Unreimbursed Obligation

65

participation certificate dated the date of the applicable Fronting Bank’s receipt of such funds and in the amount of such Revolving Credit Bank’s Revolving Commitment Percentage thereof.

(g)If, after the date hereof, any change in any law or regulation or in the interpretation thereof by any court or administrative or governmental authority charged with the administration thereof shall either (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against letters of credit issued by, or assets held by, or deposits in or for the account of, or participations in any letter of credit, upon any Revolving Credit Bank (including any Fronting Bank) or (ii) impose on any Revolving Credit Bank any other condition regarding this Agreement or such Revolving Credit Bank (including any Fronting Bank) as it pertains to the Letters of Credit or any participation therein and the result of any event referred to in the preceding clause (i) or (ii) shall be to increase, by an amount deemed by such Fronting Bank or such Revolving Credit Bank to be material, the cost to such Fronting Bank or any Revolving Credit Bank of issuing or maintaining any Letter of Credit or participating therein then the Borrower shall pay to such Fronting Bank or such Revolving Credit Bank, within 15 days after written demand by such Revolving Credit Bank (with a copy to the Administrative Agent), which demand shall be accompanied by a certificate showing, in reasonable detail, the calculation of such amount or amounts, such additional amounts as shall be required to compensate such Fronting Bank or such Revolving Credit Bank for such increased costs or reduction in amounts received or receivable hereunder.

(h)The Borrower hereby agrees to protect, indemnify, pay and save each Fronting Bank harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees and disbursements) which any Fronting Bank may incur or be subject to as a result of (i) the issuance of the Letters of Credit, other than as a result of the gross negligence or willful misconduct of such Fronting Bank or (ii) the failure of a Fronting Bank to honor a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (collectively, “Governmental Acts”), other than as a result of the gross negligence or willful misconduct of such Fronting Bank. As between the Borrower and a Fronting Bank, the Borrower assumes all risks of the acts and omissions of, or misuses of, the Letters of Credit issued by such Fronting Bank, by the beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, no Fronting Bank shall be responsible (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or insufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any message, by mail, cable, telegraph, telex, facsimile transmission, or otherwise; (v) for errors in interpretation of any technical terms; (vi) for any loss or delay in the transmission or otherwise of any documents required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of any such Letter of Credit of the proceeds of such Letter of Credit; and (viii) for any consequence arising from causes beyond the control of such Fronting Bank, including any Government Acts, in each case other than

66

as a result of the gross negligence or willful misconduct of such Fronting Bank. None of the above shall affect, impair or prevent the vesting of any Fronting Bank’s rights and powers hereunder. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by a Fronting Bank under or in connection with the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith, shall not put such Fronting Bank under any resulting liability to the Borrower.

(i)If a Fronting Bank or the Administrative Agent is required at any time, pursuant to any bankruptcy, insolvency, liquidation or reorganization law or otherwise, to return to the Borrower any reimbursement by the Borrower of any drawing under any Letter of Credit, each Revolving Credit Bank shall pay to such Fronting Bank (through the Administrative Agent) or the Administrative Agent, as the case may be, its share of such payment, but without interest thereon unless such Fronting Bank or the Administrative Agent is required to pay interest on such amounts to the person recovering such payment, in which case with interest thereon, computed at the same rate, and on the same basis, as the interest that such Fronting Bank or the Administrative Agent is required to pay.

(j) A Fronting Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Fronting Bank and the successor Fronting Bank; provided that if the successor Fronting Bank is not an Eligible Assignee, then the consent of the Required Banks shall also be required for such replacement. The Administrative Agent shall notify the Banks of any such replacement of a Fronting Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Fronting Bank pursuant to Section 2.8. From and after the effective date of any such replacement, (i) the successor Fronting Bank shall have all the rights and obligations of the Fronting Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Fronting Bank” shall be deemed to refer to such successor or to any previous Fronting Bank, or to such successor and all previous Fronting Banks, as the context shall require. After the replacement of a Fronting Bank hereunder, the replaced Fronting Bank shall remain a party hereto and shall continue to have all the rights and obligations of a Fronting Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit. Subject to and conditioned on the appointment and acceptance of a successor Fronting Bank, any Fronting Bank may resign as a Fronting Bank at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower and the Banks, in which case, such Fronting Bank shall be replaced as set forth above.

Section 2.17Letter of Credit Usage Absolute. The obligations of the Borrower under this Agreement in respect of any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:

(a)any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the “Letter of Credit Documents”) or any Loan Document;

67

(b)any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrower in respect of the Letters of Credit or any other amendment or waiver of or any consent by the Borrower to departure from all or any of the Letter of Credit Documents or any Loan Document; provided, that no Fronting Bank shall consent to any such change or amendment unless previously consented to in writing by the Borrower;

(c)any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of the Borrower in respect of the Letters of Credit;

(d)the existence of any claim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Administrative Agent, any Fronting Bank or any Revolving Credit Bank (other than a defense based on the gross negligence or willful misconduct of the Administrative Agent, such Fronting Bank or such Revolving Credit Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;

(e)any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided, that payment by a Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted gross negligence or willful misconduct of such Fronting Bank;

(f)payment by a Fronting Bank against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit; provided, that such payment shall not have constituted gross negligence or willful misconduct of such Fronting Bank; and

(g)any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrower; provided, that such other circumstance or happening shall not have been the result of gross negligence or willful misconduct of the applicable Fronting Bank.

Section 2.18Extension Option. The Borrower may extend the Revolving Credit Maturity Date two (2) times only for a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by the Borrower of a written notice to the Administrative Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty (120) days nor less than one (1) month prior to the then scheduled Revolving Credit Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Revolving Credit Banks and which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of the Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materiality”, “Material Adverse Effect” or a similar qualifier, in which case it shall be true and correct in all respects) and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct in all material respects (except to the extent any such representation or warranty is qualified

68

by “materiality”, “Material Adverse Effect” or a similar qualifier, in which case it shall be true and correct in all respects) as of such earlier date and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing on the original Revolving Credit Maturity Date (an “Extension Date”), and (iii) the Borrower shall pay to the Administrative Agent on or before such Extension Date a fee equal to 0.0625% of the Revolving Loan Amount for each extension on such Extension Date, which fee shall be distributed by Administrative Agent pro rata to each of the Revolving Credit Banks based on each Bank’s Revolving Commitment Percentage.

Section 2.19Extending Facilities. Subject to the rights of Borrower to extend the Revolving Credit Maturity Date in Section 2.18 above:

(a)The Borrower may at any time and from time to time request that all or any portion of Term Loans (if any) or Revolving Loans or the Revolving Commitment with a like maturity date (an “Existing Loan Facility”) be converted to extend the scheduled maturity date(s) with respect to all or a portion of any principal amount of such Term Loans, Revolving Loans or Revolving Commitments, as applicable, and to otherwise modify the terms of such Term Loans, Revolving Loans or Revolving Commitments to the extent not prohibited in this Section 2.19 (any such Term Loans or Revolving Loans which have been so converted, “Extended Loans”, and any such Revolving Commitments which have been so converted, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.19 (an “Extension”). Any such request shall be made on a pro rata basis and on the same terms to each applicable Bank. In order to establish any Extended Loans or Extended Revolving Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Banks under the applicable Existing Loan Facility) (an “Extension Request”) setting forth the proposed terms of the Extended Loans or Extended Revolving Commitments to be established, provided that:

(i)all or any of the scheduled amortization payments of principal of the Extended Loans (including the maturity date) may be delayed to later dates than the scheduled amortization payments of principal (including the maturity date) of the Term Loans or Revolving Loans, as applicable, of such Existing Loan Facility to the extent provided in the applicable Loan Extension Amendment;

(ii)the interest margins with respect to the Extended Loans or Extended Revolving Commitments may be different than the interest margins for the Term Loans, Revolving Loans or Revolving Commitments, as applicable, of such Existing Loan Facility, and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment;

(iii)the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest applicable Maturity Date of the

69

Term Loans, Revolving Loans and Revolving Loan Commitments being converted as in effect on the effective date of the Loan Extension Amendment immediately prior to the establishment of such Extended Loans or Extended Revolving Commitments; or

(iv)no Extended Loans that were Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Existing Loan Facility from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Existing Loan Facility; and

(v)(A) the borrowing and repayment (except for (x) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (y) repayments required upon the maturity date of the non-extending Revolving Commitments and (z) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Revolving Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Commitments of such tranche, (B) all Letters of Credit shall be participated on a pro rata basis by all Banks with Revolving Commitments in accordance with their percentage of the Revolving Commitments subject to the express terms herein, (C) the permanent repayment of Revolving Loans with respect to, and termination of, Extended Revolving Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (D) assignments and participations of Extended Revolving Commitments and extended Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans and (E) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than two (2) different maturity dates.

Any Extended Loans and/or Extended Revolving Commitments converted pursuant to any Loan Extension Amendment shall be designated a separate Class of Extended Loans or Extended Revolving Commitments, as the case may be, for all purposes of this Agreement; provided that any Extended Loans converted from an Existing Loan Facility may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established Class of Loans or Commitments with respect to such Existing Loan Facility. Any Extended <Loans that are> Term Loans shall constitute a separate Class of Term Loans from the Class of Term Loans from which there were converted, any Extended Revolving Loans shall constitute a separate Class of Revolving Loans from the Class of Revolving Loans from which there were converted and any Extended Revolving Commitments shall constitute a separate tranche of Revolving Commitments from the tranche of Revolving Commitments from which they were converted. No Extension shall constitute a voluntary or mandatory prepayment for purpose of Sections 2.10 and 2.11. Each Extension shall become effective only with respect to the Loans and Commitments of the Banks that accept an Extension Request.

(b)The Borrower shall provide the applicable Extension Request at least ten (10) Domestic Business Daysprior to the date on which Banks under the Existing Loan Facility

70

are requested to respond. No Extension Request is required to be in any minimum amount or increment; provided that the Borrower may specify as a condition to consummating any such Extension that a minimum amount (to be specified in the applicable Extension Request) of Term Loans, Revolving Loans or Revolving Commitments be tendered (subject to waiver by the Borrower in its sole discretion). No Bank shall have any obligation to agree to have any of its Term Loans, Revolving Loans or Revolving Commitments, as applicable, of any Existing Loan Facility converted into Extended Loans or Extended Revolving Commitments pursuant to any Extension Request. Any Bank (an “Extending Lender”) wishing in its sole and individual discretion to have all or any portion of its Term Loans, Revolving Loans or Revolving Commitments, as applicable, under the Existing Loan Facility subject to such Extension Request converted into Extended Loans or Extended Revolving Commitments shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans, Revolving Loans or Revolving Commitments, as applicable, under the Existing Loan Facility which it has elected to request be converted into Extended Loans or Extended Revolving Commitments. In the event that the aggregate amount of Term Loans, Revolving Loans and Revolving Commitments under the Existing Loan Facility subject to Extension Elections exceeds the amount of Extended Loans or Extended Revolving Commitments requested pursuant to the Extension Request, Term Loans, Revolving Loans and Revolving Commitments subject to Extension Elections shall be converted to Extended Loans or Extended Revolving Commitments on a pro rata basis based on the amount of Term Loans, Revolving Loans and Revolving Commitments, as applicable, included in such Extension Election. It shall be a condition precedent to the effectiveness of any Extension that no Default or Event of Default shall exist on the date of the Extension Request and on the date of the Extension.

(c)Each Class of Extended Loans and Extended Revolving Commitments shall be established pursuant to an amendment (a “Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Lender providing an Extended Loan or Extended Revolving Commitment thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Bank) and which may include such technical amendments to this Agreement as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower. Each Loan Extension Amendment shall be binding on the Banks, the General Partner and the other parties hereto. In connection with any Loan Extension Amendment, the Borrower shall deliver a reaffirmation of the Guaranty from the General Partner and such resolutions, certificates, opinions of counsel (including in-house opinions in lieu of opinions of outside counsel) and other documents in connection therewith as may be reasonably requested by the Administrative Agent.

(d)This Section 2.19 shall supersede any provisions in Sections 9.4 or 9.5 to the contrary.

ARTICLE III

CONDITIONS

Section 3.1Closing. The closing hereunder shall occur on the date (the “Closing Date”) when each of the following conditions is satisfied (or waived by the Administrative Agent and the Required Banks, such waiver to be evidenced by the continuation or funding after the date

71

hereof of Loans and notice of such waiver to be given to the Banks by the Administrative Agent), each document to be dated the Closing Date unless otherwise indicated:

(a)the Borrower shall have executed and delivered to the Administrative Agent Notes for the account of each Bank that shall have requested the same, dated on or before the Closing Date complying with the provisions of Section 2.5;

(b)the Borrower shall have executed and delivered to the Administrative Agent a duly executed original of this Agreement;

(c)the General Partner shall have executed and delivered to the Administrative Agent a duly executed original of the Guaranty;

(d)the Administrative Agent shall have received (i) an opinion of Latham & Watkins LLP, New York counsel for the Borrower and (ii) Ballard Spahr LLP, Maryland counsel for the General Partner, in each case, reasonably acceptable to the Administrative Agent, the Banks and their counsel;

(e)the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the General Partner, the authority for and the validity of this Agreement and the other Loan Documents, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent. Such documentation shall include, without limitation, the articles of incorporation and by-laws or the partnership agreement and limited partnership certificate, as applicable, of the Borrower and the General Partner, as amended, modified or supplemented to the Closing Date, each certified to be true, correct and complete by a senior officer of the Borrower or the General Partner, as the case may be, as of the Closing Date, together with a good standing certificate from the Secretary of State (or the equivalent thereof) of the State of Delaware with respect to the Borrower and of the State of Maryland with respect to the General Partner, and a good standing certificate from the Secretary of State (or the equivalent thereof) of each other State in which the Borrower and the General Partner is required to be qualified to transact business, each to be dated not more than forty-five (45) days prior to the Closing Date;

(f)the Administrative Agent shall have received all certificates, agreements and other documents and papers referred to in this Section 3.1 and Section 3.2, unless otherwise specified, in sufficient counterparts, reasonably satisfactory in form and substance to the Administrative Agent in its sole discretion;

(g)the Borrower and the General Partner shall have taken all actions required to authorize the execution and delivery of this Agreement and the other Loan Documents and the performance thereof by the Borrower and the General Partner;

(h)the Administrative Agent and the Banks shall have received an audited consolidated balance sheet and income statement of the General Partner for the fiscal year ended December 31, 2020;

72

(i)the Administrative Agent shall be satisfied that neither the Borrower nor the General Partner is subject to any present or contingent environmental liability which could reasonably be expected to have a Material Adverse Effect;

(j)the Administrative Agent shall have received wire transfer instructions in connection with the Loans to be made on the Closing Date;

(k)the Administrative Agent shall have received, for its and any other Bank’s account, all fees due and payable pursuant to this Agreement, and the reasonable fees and expenses accrued through the Closing Date of Morgan, Lewis & Bockius LLP;

(l)the Administrative Agent shall have received copies of all consents, licenses and approvals, if any, required in connection with the execution, delivery and performance by the Borrower, and the validity and enforceability against the Borrower, of the Loan Documents, or in connection with any of the transactions contemplated thereby to occur on or prior to the Closing Date, and such consents, licenses and approvals shall be in full force and effect;

(m)the representations and warranties of the Borrower contained in this Agreement shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materiality”, “Material Adverse Effect” or a similar qualifier, in which case it shall be true and correct in all respects) on and as of the Closing Date both before and after giving effect to the making of any Loans (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date and except for changes in factual circumstances not prohibited under the Loan Documents);

(n)receipt by the Administrative Agent and the Banks of (i) a certificate of the chief financial officer, treasurer or the chief accounting officer of the Borrower certifying that the Borrower is in compliance with all covenants of the Borrower contained in this Agreement, including, without limitation, the requirements of Section 5.8, as of the Closing Date and (ii) an executed copy of the Sustainability Metric Annual Certificate from the Borrower certifying the Sustainability Metric for the fiscal year of the Borrower ended December 31, 2019; and

(o)(i) the Administrative Agent shall have received, at least five (5) days prior to the Closing Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten (10) days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Closing Date, any Bank that has requested, in a written notice to the Borrower at least ten (10) days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Bank of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied).

The Administrative Agent shall promptly notify the Borrower and the Banks of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

73

Section 3.2Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing or to participate in any Letter of Credit issued by a Fronting Bank and the obligation of any Fronting Bank to issue a Letter of Credit is subject to the satisfaction of the following conditions:

(a)the Closing Date shall have occurred on or prior to April 30, 2021;

(b)receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2 or 2.3;

(c)immediately after such Borrowing, (i) the Outstanding Balance for the Revolving Credit Facility will not exceed the aggregate amount of the Revolving Commitments, (ii) with respect to each Revolving Credit Bank, such Revolving Credit Bank’s pro rata portion of the Committed Revolving Loans and Letter of Credit Usage will not exceed such Revolving Credit Bank’s Revolving Commitment, as applicable and (iii) with respect to each Term Loan Bank, such Term Loan Bank’s pro rata portion of the Term Loans will not exceed such Term Loan Bank’s applicable Term Loan Commitment (if any);

(d)immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the making of such Loans;

(e)the representations and warranties of the Borrower contained in this Agreement (other than representations and warranties which speak as of a specific date) shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materiality”, “Material Adverse Effect” or a similar qualifier, in which case it shall be true and correct in all respects) on and as of the date of such Borrowing both before and after giving effect to the making of such Loans;

(f)no law or regulation shall have been adopted, no order, judgment or decree of any governmental authority shall have been issued, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain, the making or repayment of the Loans, the issuance of any Letter of Credit or any participations therein or the consummation of the transactions contemplated hereby; and

(g)no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Administrative Agent or the Required Banks, as the case may be, has had or is likely to have a Material Adverse Effect.

Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (c) through (f) of this Section (except that with respect to clause (f), such representation and warranty shall be deemed to be limited to laws, regulations, orders, judgments, decrees and litigation affecting the Borrower and not solely the Banks).

74

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

In order to induce the Administrative Agent and each of the other Banks which may become a party to this Agreement to make the Loans and to induce the Fronting Banks to issue the Letters of Credit, the Borrower makes the following representations and warranties. Such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the other Loan Documents and the making of the Loans.

Section 4.1Existence and Power. The Borrower is duly organized, validly existing and in good standing as a limited partnership under the laws of the State of Delaware and has all powers and all material governmental licenses, authorizations, consents and approvals required to own its property and assets and carry on its business as now conducted or as it presently proposes to conduct and has been duly qualified and is in good standing in every jurisdiction in which the failure to be so qualified and/or in good standing is likely to have a Material Adverse Effect.

Section 4.2Power and Authority. The Borrower has the organizational power and authority to execute, deliver and carry out the terms and provisions of each of the Loan Documents to which it is a party and has taken all necessary action to authorize the execution and delivery on behalf of the Borrower and the performance by the Borrower of such Loan Documents. The Borrower has duly executed and delivered each Loan Document to which it is a party, and each such Loan Document constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as enforceability may be limited by applicable insolvency, bankruptcy or other laws affecting creditors’ rights generally, or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Section 4.3No Violation. Neither the execution, delivery or performance by or on behalf of the Borrower of the Loan Documents, nor compliance by the Borrower with the terms and provisions thereof nor the consummation of the transactions contemplated by the Loan Documents, (i) will contravene any applicable provision of any law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality applicable to Borrower except to the extent such contravention is not likely to have a Material Adverse Effect, or (ii) will conflict with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of the Borrower pursuant to the terms of any material indenture, mortgage, deed of trust, or other agreement or other instrument to which the Borrower (or of any partnership of which the Borrower is a partner) is a party or by which it or any of its property or assets is bound or to which it is subject except to the extent such conflict or breach is not likely to have a Material Adverse Effect, or (iii) will conflict with or result in a breach of any organizational document of any Subsidiary, the certificate of limited partnership, partnership agreement or other organizational document of Borrower, or the General Partner’s articles of incorporation or by-laws.

75

Section 4.4Financial Information.

(a)The audited consolidated balance sheets and statements of income of the General Partner as of December 31, 2020 fairly present, in conformity with GAAP, the consolidated financial position of the Borrower and the General Partner as of such date and their consolidated results of operations for such fiscal periods.

(b)Since December 31, 2020, except as disclosed in public filings with the Securities and Exchange Commission (i) there has been no material adverse change in the business, financial position or results of operations of the Borrower or the General Partner and (ii) except as previously disclosed to the Administrative Agent and to the Banks, neither the Borrower nor the General Partner has incurred any material indebtedness or guaranty.

Section 4.5Litigation.

(a)There is no action, suit or proceeding pending against, or to the knowledge of the Borrower, threatened against or affecting, (i) the Borrower, the General Partner or any of their Subsidiaries, (ii) the Loan Documents or any of the transactions contemplated by the Loan Documents or (iii) any of their assets, in any case before any court or arbitrator or any governmental body, agency or official which could reasonably be expected to have a Material Adverse Effect or which in any manner draws into question the validity of this Agreement or the other Loan Documents.

(b)There are no final nonappealable judgments or decrees in an aggregate amount of Fifty Million Dollars ($50,000,000) or more entered by a court or courts of competent jurisdiction against the Borrower or the General Partner (other than any judgment as to which, and only to the extent, a reputable insurance company has acknowledged coverage of such claim in writing).

Section 4.6Compliance with ERISA.

(a)Except as previously disclosed to the Administrative Agent in writing as of the Closing Date, each member of the ERISA Group has fulfilled its obligations under the minimum funding standards of ERISA and the Internal Revenue Code with respect to each Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the Internal Revenue Code with respect to each Plan. No member of the ERISA Group has (i) sought a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code in respect of any Plan, (ii) failed to make any contribution or payment to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement, which has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Internal Revenue Code or (iii) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA.

(b)Except for each “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) that is maintained, participated in or contributed to, by one or more members of the ERISA Group, no member of the ERISA Group is a “party in interest” (as such term is defined in Section 3(14) of ERISA or a “disqualified person” (as such term is defined in Section 4975(e)(2)

76

of the Internal Revenue Code) with respect to any funded employee benefit plan and none of the assets of any such plans have been invested in a manner that would cause the transactions contemplated by the Loan Documents to constitute a nonexempt prohibited transaction (as such term is defined in Section 4975 of the Internal Revenue Code or Section 406 of ERISA).

(c)Neither the Borrower nor the General Partner is (a) an employee benefit plan subject to Title I of ERISA, (b) a plan or account subject to Section 4975 of the Internal Revenue Code, (c) an entity deemed under Department of Labor Regulation Section 2510.3-101 to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code, or (d) a “governmental plan” within the meaning of Section 3(32) of ERISA.

Section 4.7Environmental Compliance. To the best of Borrower’s knowledge, except as set forth in the Phase I environmental report(s) delivered to and accepted by the Administrative Agent with respect to each of the Unencumbered Asset Pool Properties (as supplemented or amended, the “Environmental Reports”), (i) there are in effect all Environmental Approvals which are required to be obtained under all Environmental Laws with respect to such <Unencumbered Asset Pool> Property, except for such Environmental Approvals the absence of which would not have a Material Adverse Effect, (ii) the Borrower is in compliance in all material respects with the terms and conditions of all such Environmental Approvals, and is also in compliance in all material respects with all other Environmental Laws or any plan, order, decree, judgment, injunction, notice or demand letter issued, entered or approved thereunder, except to the extent failure to comply would not have a Material Adverse Effect.

Except as set forth in the Environmental Reports or otherwise disclosed in writing to the Administrative Agent as of the Closing Date or with respect to a New Acquisition, as of the date of such New Acquisition, to Borrower’s actual knowledge:

(i)There are no Environmental Claims or investigations pending or threatened by any Governmental Authority with respect to any alleged failure by the Borrower to have any Environmental Approval required in connection with the conduct of the business of the Borrower on any of the Unencumbered Asset Pool Properties, or with respect to any generation, treatment, storage, recycling, transportation, Release or disposal of any Material of Environmental Concern generated by the Borrower or any lessee on any of the Unencumbered Asset Pool Properties;

(ii)No Material of Environmental Concern has been Released at the Property<any of the Unencumbered Asset Pool Properties> to an extent that it may reasonably be expected to have a Material Adverse Effect;

(iii)No PCB (in amounts or concentrations which exceed those set by applicable Environmental Laws) is present at any of the Unencumbered Asset Pool Properties;

(iv)No friable asbestos is present at any of the Unencumbered Asset Pool Properties;

77

(v)There are no underground storage tanks for Material of Environmental Concern, active or abandoned, at any of the Unencumbered Asset Pool Properties;

(vi)No Environmental Claims have been filed with a Governmental Authority with respect to any of the Unencumbered Asset Pool Properties, and none of the Unencumbered Asset Pool Properties is listed or proposed for listing on the National Priority List promulgated pursuant to CERCLA, on CERCLIS or on any similar state list of sites requiring investigation or clean-up;

(vii)There are no Liens arising under or pursuant to any Environmental Laws on any of the Unencumbered Asset Pool Properties, and no government actions have been taken or are in process which could subject any of the Unencumbered Asset Pool Properties to such Liens; and

(viii)There have been no environmental investigations, studies, audits, tests, reviews or other analyses conducted by, or which are in the possession of, the Borrower in relation to any of the Unencumbered Asset Pool Properties which have not been made available to the Administrative Agent.

Section 4.8Taxes. The federal income tax returns of the Borrower and its Consolidated Subsidiaries for the fiscal year ended December 31, 2019 have been filed. The Borrower and its Subsidiaries have filed all United States Federal income tax returns and all other material tax returns which are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Borrower or any Subsidiary except those being contested in good faith. The charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of taxes or other governmental charges are, in the opinion of the Borrower, adequate.

Section 4.9Full Disclosure. All information heretofore furnished by the Borrower to the Administrative Agent or any Bank for purposes of or in connection with this Agreement or any transaction contemplated hereby is<, taken as a whole,> true and accurate in all material respects on the date as of which such information is stated or certified. The Borrower has disclosed to the Banks in writing any and all facts known to the Borrower which materially and adversely affect or are likely to materially and adversely affect (to the extent the Borrower can now reasonably foresee), the business, operations or financial condition of the Borrower considered as one enterprise or the ability of the Borrower to perform its obligations under this Agreement or the other Loan Documents.

Section 4.10Solvency. On the Closing Date and after giving effect to the transactions contemplated by the Loan Documents occurring on the Closing Date, each of the General Partner and the Borrower is Solvent.

Section 4.11Use of Proceeds; Margin Regulations. All proceeds of the Loans will be used by the Borrower only in accordance with the provisions hereof. No part of the proceeds of any Loan will be used by the Borrower to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. Neither

78

the making of any Loan nor the use of the proceeds thereof will violate or be inconsistent with the provisions of Regulations T, U or X of the Federal Reserve Board.

Section 4.12Governmental Approvals. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with the execution, delivery and performance of any Loan Document or the consummation of any of the transactions contemplated thereby other than those that have already been duly made or obtained and remain in full force and effect.

Section 4.13Investment Company Act. The Borrower is not (x) an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended or (y) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money.

Section 4.14Closing Date Transactions. On the Closing Date and immediately prior to or concurrently with the making of the Loans, the transactions (other than the making of the Loans) intended to be consummated on the Closing Date will have been consummated in accordance with all applicable laws. On or prior to the Closing Date, all consents and approvals of, and filings and registrations with, and all other actions by, any Person required in order to make or consummate such transactions have been obtained, given, filed or taken and are in full force and effect.

Section 4.15Representations and Warranties in Loan Documents. All representations and warranties made by the Borrower in the Loan Documents are true and correct in all material respects.

Section 4.16Patents, Trademarks, etc. The Borrower has obtained and holds in full force and effect all patents, trademarks, service marks, trade names, copyrights and other such rights, free from burdensome restrictions, which are necessary for the operation of its business as presently conducted, the impairment of which is likely to have a Material Adverse Effect. To the Borrower’s knowledge, no material product, process, method, substance, part or other material presently sold by or employed by the Borrower in connection with such business infringes any patent, trademark, service mark, trade name, copyright, license or other such right owned by any other Person. There is not pending or, to the Borrower’s knowledge, threatened any claim or litigation against or affecting the Borrower contesting its right to sell or use any such product, process, method, substance, part or other material.

Section 4.17No Default. No Default or Event of Default exists under or with respect to any Loan Document. The Borrower is not in default in any material respect beyond any applicable grace period under or with respect to any other material agreement, instrument or undertaking to which it is a party or by which it or any of its property is bound in any respect, the existence of which default is likely (to the extent that the Borrower can now reasonably foresee) to result in a Material Adverse Effect.

Section 4.18Licenses, etc. The Borrower has obtained and holds in full force and effect, all franchises, licenses, permits, certificates, authorizations, qualifications, accreditations,

79

easements, rights of way and other consents and approvals which are necessary for the operation of its businesses as presently conducted, the absence of which is likely (to the extent that the Borrower can now reasonably foresee) to have a Material Adverse Effect.

Section 4.19Compliance With Law. The Borrower is in compliance with all laws, rules, regulations, orders, judgments, writs and decrees, including, without limitation, all building and zoning ordinances and codes, the failure to comply with which is likely (to the extent that the Borrower can now reasonably foresee) to have a Material Adverse Effect.

Section 4.20No Burdensome Restrictions. The Borrower is not a party to any agreement or instrument or subject to any other obligation or any charter or corporate or partnership restriction, as the case may be, which, individually or in the aggregate, is likely (to the extent that the Borrower can now reasonably foresee) to have a Material Adverse Effect.

Section 4.21Brokers’ Fees. The Borrower has not dealt with any broker or finder with respect to the transactions contemplated by the Loan Documents (except with respect to the acquisition or disposition of Real Property Assets) or otherwise in connection with this Agreement (it being understood that JPMorgan Chase Bank, N.A., BofA Securities, Inc., Wells Fargo Securities, LLC, PNC Capital Markets LLC and U.S. Bank National Association, have acted as arrangers for the Facilities and the fees and expenses of which shall be paid by Borrower), and the Borrower has not done any acts, had any negotiations or conversation, or made any agreements or promises which will in any way create or give rise to any obligation or liability for the payment by the Borrower of any brokerage fee, charge, commission or other compensation to any party with respect to the transactions contemplated by the Loan Documents (except with respect to the acquisition or disposition of Real Property Assets), other than the fees payable hereunder.

Section 4.22Labor Matters. Except as set forth on Schedule 4.22 attached hereto and made a part hereof, there are no collective bargaining agreements or Multiemployer Plans covering the employees of the Borrower and the Borrower has not suffered any strikes, walkouts, work stoppages or other material labor difficulty within the last five (5) years.

Section 4.23Organizational Documents. The documents delivered pursuant to Section 3.1(e) constitute, as of the Closing Date, all of the organizational documents (together with all amendments and modifications thereof) of the Borrower. The Borrower represents that it has delivered to the Administrative Agent true, correct and complete copies of each of the documents set forth in this Section 4.23.

Section 4.24Principal Offices. The principal office, chief executive office and principal place of business of the Borrower is 12200 West Olympic Boulevard, Suite 200, Los Angeles, California 90064.

Section 4.25REIT Status. For the fiscal year ended December 31, 2020, the General Partner qualified, and the General Partner intends to continue to qualify, as a REIT.

Section 4.26Ownership of Property. The Borrower and/or the General Partner, directly or indirectly, owns fee simple title to or a ground leasehold interest in each of the Unencumbered Asset Pool Properties.

80

Section 4.27Insurance. The Borrower or its tenants, as applicable, currently maintains insurance at 100% replacement cost insurance coverage in respect of each of the Real Property Assets, as well as comprehensive general liability insurance (including “builders’ risk”) against claims for personal, and bodily injury and/or death, to one or more persons, or property damage, as well as workers’ compensation insurance, in each case with respect to the Real Property Assets with insurers having an A.M. Best policyholders’ rating of not less than A-VIII in amounts that prudent owner of assets such as the Real Property Assets would maintain.

Section 4.28Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect commercially reasonable policies and procedures for Borrower, its Subsidiaries and their respective directors, officers, employees and agents (which such Persons, for the purposes of the first sentence of this Section 4.28, shall not include any third-party joint-venture partner or member of any Subsidiary) designed to comply with Anti-Corruption Laws and Sanctions applicable to the Borrower and its Subsidiaries, and the Borrower, its Subsidiaries and their respective directors and officers and, to the knowledge of the Borrower, its employees and agents, are in compliance in all material respects with any applicable Anti-Corruption Laws and Sanctions. None of (a) the Borrower or any Subsidiary, or (b) to the knowledge of the chief executive officer, chief financial officer or chief operating<accounting> officer of the Borrower, any agent, director, officer or employee of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or Sanctions applicable to the Borrower and its Subsidiaries. None of the Borrower, any Subsidiary of the Borrower, or, to the knowledge of the chief executive officer, chief financial officer or chief operating<accounting> officer of the Borrower, any director, officer or employee thereof is currently in violation of any Anti-Corruption Laws.

Section 4.29Affected Financial Institutions. Neither the General Partner nor the Borrower is an Affected Financial Institution.

ARTICLE V

AFFIRMATIVE AND NEGATIVE COVENANTS

The Borrower covenants and agrees that, so long as any Bank has any Commitment hereunder or any Loan or Letter of Credit is outstanding or any Obligations remain unpaid:

Section 5.1Information. The Borrower will deliver:

(a)to the Administrative Agent and to each of the Banks (which delivery may be made electronically, including via IntraLinks), as soon as available and in any event within 105 days after the end of each fiscal year of the General Partner, an audited consolidated balance sheet of the General Partner as of the end of such fiscal year and the related consolidated statements of cash flow and operations for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, audited by Deloitte & Touche or other independent public accountants of similar standing;

81

(b)to the Administrative Agent and to each of the Banks (which delivery may be made electronically, including via IntraLinks), as soon as available and in any event within sixty (60) days after the end of each quarter of each fiscal year (other than the last quarter in any fiscal year) of the Borrower, a statement of the Borrower, prepared in accordance with GAAP, setting forth the operating income and operating expenses of the Borrower, in sufficient detail so as to calculate Unencumbered Asset Pool Net Operating Cash Flow of the Borrower for the immediately preceding quarter;

(c)to the Administrative Agent and to each of the Banks (which delivery may be made electronically, including via IntraLinks), simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, a certificate of the chief financial officer, controller, treasurer or vice president-corporate finance of the Borrower (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the requirements of Section 5.8 on the date of such financial statements; (ii) stating whether any Default exists on the date of such certificate and, if any Default then exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto; and (iii) certifying (x) that such financial statements fairly present the financial condition and the results of operations of the General Partner and the Borrower as of the dates and for the periods indicated, in accordance with GAAP, subject, in the case of interim financial statements, to normal year-end adjustments, and (y) that such officer has reviewed the terms of the Loan Documents and has made, or caused to be made under his or her supervision, a review in reasonable detail of the business and condition of the Borrower during the period beginning on the date through which the last such review was made pursuant to this Section 5.1(c) and ending on a date not more than ten (10) Domestic Business Days prior to the date of such delivery and that on the basis of such review of the Loan Documents and the business and condition of the Borrower, to the best knowledge of such officer, no Default or Event of Default under any other provision of Section 6.1 occurred or, if any such Default or Event of Default has occurred, specifying the nature and extent thereof and, if continuing, the action the Borrower proposes to take in respect thereof;

(d)to the Administrative Agent and to each of the Banks, (i) within five (5) days after the president, chief financial officer, treasurer, controller or other executive officer of the Borrower obtains knowledge of any Default, if such Default is then continuing, a certificate of the chief financial officer or the president of the Borrower setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto; and (ii) promptly and in any event within ten (10) days after the Borrower obtains knowledge thereof, notice of (x) any litigation or governmental proceeding pending or threatened against the Borrower which is likely to individually or in the aggregate, result in a Material Adverse Effect, and (y) any other event, act or condition which is likely to result in a Material Adverse Effect;

(e)to the Administrative Agent and to each of the Banks, if and when any member of the ERISA Group (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice;

82

(iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could result in the imposition of a Lien or the posting of a bond or other security, a certificate of the chief financial officer or the chief accounting officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable member of the ERISA Group is required or proposes to take;

(f)to the Administrative Agent and to each of the Banks, promptly and in any event within five (5) Domestic Business Days after the Borrower obtains actual knowledge of any of the following events, a certificate of the Borrower executed by an officer of the Borrower specifying the nature of such condition and the Borrower’s, and if the Borrower has actual knowledge thereof, the Environmental Affiliate’s proposed initial response thereto: (i) the receipt by the Borrower, or, if the Borrower has actual knowledge thereof, any of the Environmental Affiliates, of any communication (written or oral), whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Borrower, or, if the Borrower has actual knowledge thereof, any of the Environmental Affiliates, is not in compliance with applicable Environmental Laws, and such noncompliance is likely to have a Material Adverse Effect, (ii) the Borrower shall obtain actual knowledge that there exists any Environmental Claim which is likely to have a Material Adverse Effect pending or threatened against the Borrower or any Environmental Affiliate or (iii) the Borrower obtains actual knowledge of any release, emission, discharge or disposal of any Material of Environmental Concern that is likely to form the basis of any Environmental Claim against the Borrower or any Environmental Affiliate;

(g)to the Administrative Agent and to each of the Banks, promptly and in any event within five (5) Domestic Business Days after receipt of any material notices or correspondence from any company or agent for any company providing insurance coverage to the Borrower relating to any material loss or loss of the Borrower with respect to any of the Unencumbered Asset Pool Properties, copies of such notices and correspondence; and

(h)to the Administrative Agent and to each of the Banks (which delivery may be made electronically, including via IntraLinks or posting to the internet website of the General Partner), promptly upon the mailing thereof to the shareholders or partners of the Borrower, copies of all financial statements, reports and proxy statements so mailed;

(i)to the Administrative Agent and to each of the Banks (which delivery may be made electronically, including via IntraLinks or posting to the internet website of the General Partner), promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) which the Borrower shall have filed with the Securities and Exchange Commission;

83

(j)to the Administrative Agent and to each of the Banks (which delivery may be made electronically, including via IntraLinks), simultaneously with delivery of the information required by Sections 5.1(a) and (b), a statement of Unencumbered Asset Pool Net Operating Cash Flow with respect to each Unencumbered Asset Pool Property and a list of all Unencumbered Asset Pool Properties; and

(k)to the Administrative Agent and to each of the Banks (which delivery may be made electronically, including via IntraLinks), from time to time such additional information regarding the financial position or business of the Borrower as the Administrative Agent, at the request of any Bank, may reasonably request.

Section 5.2Payment of Obligations. The Borrower will pay and discharge, at or before maturity, all its material obligations and liabilities including, without limitation, any obligation pursuant to any agreement by which it or any of its properties is bound and any tax liabilities, in any case, where failure to do so will likely result in a Material Adverse Effect except (i) such tax liabilities may be contested in good faith by appropriate proceedings, and the Borrower will maintain in accordance with GAAP, appropriate reserves for the accrual of any of the same; or (ii) such obligation or liability as may be contested in good faith by appropriate proceedings.

Section 5.3Maintenance of Property; Insurance.

(a)The Borrower will keep each of the Unencumbered Asset Pool Properties in good repair, working order and condition, subject to ordinary wear and tear.

(b)The Borrower shall (a) maintain insurance as specified in Section 4.27 hereof with insurers meeting the qualifications described therein, which insurance shall in any event not provide for materially less coverage than the insurance in effect on the Closing Date, and (b) furnish to each Bank, or use reasonable efforts to obtain from a tenant, if applicable, from time to time, upon written request, copies of the policies under which such insurance is issued, certificates of insurance and such other information relating to such insurance as such Bank may reasonably request. The Borrower will deliver to the Banks (i) upon request of any Bank through the Administrative Agent from time to time, full information as to the insurance carried, (ii) within five (5) days of receipt of notice from any insurer, a copy of any notice of cancellation or material change in coverage from that existing on the date of this Agreement and (iii) forthwith, notice of any cancellation or nonrenewal of coverage by the Borrower.

Section 5.4Conduct of Business. The Borrower’s primary business will continue to be acquiring, owning, operating, managing, developing (to the extent permitted in this Agreement), and leasing office and industrial properties.

Section 5.5Compliance with Laws. (a) The Borrower will comply in all material respects with all applicable laws, ordinances, rules, regulations, and requirements of governmental authorities (including, without limitation, Environmental Laws, all zoning and building codes and ERISA and the rules and regulations thereunder) except where the necessity of compliance therewith is contested in good faith by appropriate proceedings. The Borrower will maintain in effect policies and procedures designed to ensure compliance by the Borrower, its

84

Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

(b)In the ordinary course of its business and at such times as the Borrower reasonably deems appropriate, the Borrower shall conduct periodic reviews of the effect of Environmental Laws on its business, operations and properties, in the course of which it shall use commercially reasonable efforts to identify and evaluate applicable liabilities and costs (including, without limitation, any capital or operating expenditures required as a matter of Environmental Law for clean-up or closure of properties presently or previously owned, any capital or operating expenditures required as a matter of Environmental Law to achieve or maintain compliance with Environmental Law or as a condition of any license, permit or contract to which the Borrower is a party or a beneficiary, any related constraints on operating activities, including, without limitation, any periodic or permanent shutdown of any facility or reduction in the level of or change in the nature of operations conducted thereat, any costs or liabilities in connection with off-site disposal of wastes or Materials of Environmental Concern, and any actual or potential liabilities to third parties, including, without limitation, employees, and any related costs and expenses). The Borrower shall notify the Administrative Agent immediately if, on the basis of any such review, the Borrower has reasonably concluded that such associated potential liabilities and costs, including, without limitation, the costs of compliance with Environmental Laws, could reasonably be expected to have a Material Adverse Effect.

(c)Neither the Borrower nor the General Partner shall become (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Internal Revenue Code, (iii) an entity deemed under Department of Labor Regulation Section 2510.3-101 to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code, or (iv) a “governmental plan” within the meaning of Section 3(32) of ERISA.

Section 5.6Inspection of Property, Books and Records. The Borrower will keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities; and will permit representatives of any Bank at such Bank’s expense to visit and inspect any of its properties to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts with its officers and employees, all at such reasonable times, upon reasonable notice, but in no event more than once each fiscal year unless an Event of Default has occurred and is continuing, then as often as may reasonably be desired.

Section 5.7Existence.

(a)The Borrower shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence or its partnership existence, as applicable.

(b)The Borrower shall do or cause to be done all things necessary to preserve and keep in full force and effect its patents, trademarks, servicemarks, tradenames, copyrights, franchises, licenses, permits, certificates, authorizations, qualifications, accreditations, easements, rights of way and other rights, consents and approvals the nonexistence of which is likely to have a Material Adverse Effect.

85

Section 5.8Financial Covenants.

(a)Total Debt to Total Asset Value. As of the last day of each calendar quarter, the Total Debt Ratio will not be greater than 60%; provided, however, with respect to any period in which the Borrower or any of its Consolidated Subsidiaries have acquired a Real Property Asset (or multiple Real Property Assets in a single transaction) for a price of more than $200,000,000, Total Debt to Total Asset Value for such quarter and the next three (3) quarters may increase to 65%, provided such ratio does not exceed 60% thereafter.

(b)Fixed Charge Coverage. As of the last day of each calendar quarter, the ratio of (x) Annual EBITDA, less reserves for Capital Expenditures of (i) $.25 per square foot per annum for each Real Property Asset that is an office or retail property and (ii) $250 per unit for each Real Property Asset that is a multi-family residential property, to (y) the sum of (i) Total Debt Service and (ii) dividends or other payments payable by the General Partner with respect to any preferred stock issued by the General Partner and distributions or other payments payable by the Borrower with respect to any preferred partnership units of the Borrower, will not be less than 1.5:1.0.

(c)Limitation on Secured Debt. Secured Debt of the Borrower, the General Partner and their Consolidated Subsidiaries, which for purposes hereof shall be deemed to include the Borrower’s and the General Partner’s pro rata share of the Secured Debt of any Minority Holdings of the Borrower or the General Partner, shall at no time exceed forty percent (40%) of Total Asset Value.

(d)Unsecured Debt Ratio. As of each of (x) the last day of each calendar quarter, and (y) any Borrowing, the Unsecured Debt Ratio shall not be less than 1.67:1.0; provided, however, with respect to any period in which the Borrower or any of its Consolidated Subsidiaries have acquired a Real Property Asset (or multiple Real Property Assets in a single transaction) for a price of more than $200,000,000, the Unsecured Debt Ratio for such quarter and the next succeeding three (3) quarters may decrease to 1.55:1.00, provided such ratio is not less than 1.67:1.00 thereafter.

(e)Unencumbered Asset Pool Debt Service Coverage. As of the last day of each calendar quarter and as of the date of any sale or secured financing of any Unencumbered Asset Pool Property, the ratio of (i) Unencumbered Asset Pool Net Operating Cash Flow to (ii) Unsecured Debt Service will not be less than 1.75:1.0.

(f)Dividends. During an Event of Default, the Borrower will not, as determined on an aggregate annual basis, pay any partnership distributions in excess of the amount which results in distributions to the General Partner (in an amount sufficient to permit the General Partner to pay dividends to its shareholders which it reasonably believes are necessary for it to (A) maintain its qualification as a REIT for federal and state income tax purposes, and (B) avoid the payment of federal or state income or excise tax).

Section 5.9Restriction on Fundamental Changes; Operation and Control. (a) The Borrower shall not enter into any merger or consolidation, unless the Borrower is the surviving entity, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its

86

business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, any substantial part of the business or property of the Borrower and its Subsidiaries, taken as a whole, whether now or hereafter acquired, hold an interest in any subsidiary which is not controlled by the Borrower or the General Partner or enter into other business lines, without the prior written consent of the Administrative Agent, which consent shall not be given unless the Required Banks so consent.

(b)The Borrower shall not amend its articles of incorporation, by-laws or agreement of limited partnership, as applicable, in any material respect which is reasonably likely to have an adverse effect on the Banks, without the Administrative Agent’s consent, which shall not be unreasonably withheld or delayed.

Section 5.10Changes in Business. The Borrower shall not enter into any business which is substantially different from that conducted by the Borrower on the Closing Date after giving effect to the transactions contemplated by the Loan Documents.

Section 5.11Sale of Unencumbered Asset Pool Properties. Concurrent with the sale or transfer of any Unencumbered Asset Pool Property that exceeds fifteen percent (15%) of the Unencumbered Asset Pool Properties Value, the Borrower shall (i) deliver written notice to the Administrative Agent, (ii) deliver to the Administrative Agent a certificate from its chief financial officer, chief accounting officer, vice president or other duly authorized officer certifying that at the time of such sale or other disposal (based on pro-forma calculations for the previous period assuming that such Unencumbered Asset Pool Property was not a Unencumbered Asset Pool Property for the relevant period) all of the covenants contained in Section 5.8 are and after giving effect to the transaction shall continue to be true and accurate in all respects, and (iii) pay to the Administrative Agent an amount equal to that, if any, required pursuant to Section 2.10(a). In the event that a Separate Parcel that originally formed a part of a Unencumbered Asset Pool Property is to be sold or transferred, the value of the remaining portion of the Unencumbered Asset Pool Property will be determined by Administrative Agent at the time of sale or transfer in its sole discretion.

Section 5.12Fiscal Year; Fiscal Quarter. The Borrower shall not change its fiscal year or any of its fiscal quarters without the Administrative Agent’s prior written consent, which consent shall not be unreasonably withheld or delayed.

Section 5.13Margin Stock. None of the proceeds of the Loans will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock.

Section 5.14Use of Proceeds. The Borrower shall use the proceeds of the Loans for its general business purposes. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the Borrower’s general business purposes. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or

87

giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Section 5.15General Partner Status. The General Partner shall at all times (i) maintain its status as a self-directed and self-administered REIT, and (ii) remain a publicly traded company listed on the New York Stock Exchange.

Section 5.16Specified Unencumbered Real Property Assets. The Borrower shall not amend, modify or assign any documentation relating to the Specified Unencumbered Real Property Assets (including documentation relating to the intercompany debt) in a manner that is reasonably likely to have a material adverse effect on the Banks without the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed.

ARTICLE VI

DEFAULTS

Section 6.1Events of Default. Each of the following shall constitute an event of default under this Agreement (an “Event of Default”):

(a)(i) the Borrower shall fail to pay when due any principal of any Loan, or (ii) the Borrower shall fail to pay when due any interest on any Loan, any fees or any amounts payable hereunder within three (3) Domestic Business Days after the same is due;

(b)the Borrower shall fail to observe or perform any covenant contained in Section 5.7(a) (with respect to the Borrower’s existence) or Sections 5.8 to 5.16, inclusive, subject to any applicable grace periods set forth therein;

(c)the Borrower shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) for 30 days after written notice thereof has been given to the Borrower by the Administrative Agent;

(d)any representation, warranty, certification or statement made by the Borrower in this Agreement or in any certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made);

(e)the Borrower, the General Partner or any Material Subsidiary shall default in the payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any amount owing in respect of any Recourse Debt or Debt guaranteed by the Borrower, the General Partner or such Material Subsidiary (other than the Obligations) in an aggregate principal amount of more than $50,000,000 and such default shall continue beyond the giving of any required notice and the expiration of any applicable grace period (as the same may be extended by the applicable lender) and such default shall not be waived by the applicable lender (which waiver shall serve to reinstate the applicable loan), or the Borrower, the General Partner or any Material Subsidiary shall default in the performance or observance of any obligation

88

or condition with respect to any such Debt or any other event shall occur or condition exist beyond the giving of any required notice and the expiration of any applicable grace period (as the same may be extended by the applicable lender), if in any such case as a result of such default, event or condition, the lender (including the holder or holders thereof, or any trustee or agent for such holders) of any such Debt shall accelerate the maturity of any such Debt or shall be permitted (without any further requirement of notice or lapse of time), to accelerate the maturity of any such Debt, and such default shall not be waived by the applicable lender (which waiver shall serve to reinstate the applicable loan), or any such Debt shall become or be declared to be due and payable prior to its stated maturity other than as a result of a regularly scheduled payment;

(f)the Borrower, the General Partner or any Material Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing;

(g)an involuntary case or other proceeding shall be commenced against the Borrower, the General Partner or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Borrower, the General Partner or any Material Subsidiary under the federal bankruptcy laws as now or hereafter in effect;

(h)the Borrower shall default in its obligations under any Loan Document other than this Agreement beyond any applicable notice and grace periods;

(i)the General Partner shall default in its obligations under the Guaranty beyond any applicable notice and grace periods;

(j)any member of the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $50,000,000 which it shall have become liable to pay in any fiscal year under Title IV of ERISA, or notice of intent to terminate a Material Plan shall be filed under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing, or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan, or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated, or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more members of the ERISA Group to incur a current payment obligation in excess of $50,000,000;

89

(k)one or more final nonappealable judgments or decrees in an aggregate amount of $50,000,000 as of such date shall be entered by a court or courts of competent jurisdiction against the Borrower or the General Partner (other than any judgment as to which, and only to the extent, a reputable insurance company has acknowledged coverage of such claim in writing) and (i) any such judgments or decrees shall not be stayed, discharged, paid, bonded or vacated within thirty (30) days (or bonded, vacated or satisfied within thirty (30) after any stay is lifted) or (ii) enforcement proceedings shall be commenced by any creditor on any such judgments or decrees;

(l)(i) any Environmental Claim shall have been asserted against the Borrower or any Environmental Affiliate, (ii) any release, emission, discharge or disposal of any Material of Environmental Concern shall have occurred, and such event is reasonably likely to form the basis of an Environmental Claim against the Borrower or any Environmental Affiliate, or (iii) the Borrower or the Environmental Affiliates shall have failed to obtain any Environmental Approval necessary for the ownership, or operation of its business, property or assets or any such Environmental Approval shall be revoked, terminated, or otherwise cease to be in full force and effect, in the case of clauses (i), (ii) or (iii) above, if the existence of such condition has had or is reasonably likely to have a Material Adverse Effect;

(m)(i) during any consecutive twenty-four (24) month period commencing on or after the date hereof, individuals who at the beginning of such period constituted the Board of Directors of the General Partner of the Borrower (together with any new directors whose election by the Board of Directors or whose nomination for election by the General Partner stockholders was approved by a vote of at least a majority of the members of the Board of Directors then in the office who either were members of the Board of Directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of the Board of Directors then in office, except for any such change resulting from (x) death or disability of any such member, (y) satisfaction of any requirement for the majority of the members of the Board of Directors of the General Partner to qualify under applicable law as independent directors, or (z) the replacement of any member of the Board of Directors who is an officer or employee of the General Partner with any other officer or employee of the General Partner or its Affiliate; (ii) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) of equity interests representing more than thirty-five percent (35%) of the aggregate ordinary voting power represented by the issued and outstanding equity interests of the General Partner; (iii) the General Partner (or a wholly-owned subsidiary thereof) ceases to be the sole general partner of the Borrower; or (iv) the General Partner ceases to own, directly or indirectly, at least sixty percent (60%) of the equity interests in the Borrower having the power to vote on matters relating to the management of the Borrower;

(n)the General Partner shall cease at any time to qualify as a REIT; and

(o)at any time, for any reason, the Borrower or the General Partner seeks to repudiate its obligations under any Loan Document.

90

Section 6.2Rights and Remedies. (a) Upon the occurrence of any Event of Default described in Sections 6.1(f) or (g), the Commitments shall automatically terminate and the unpaid principal amount of, and any and all accrued interest on, the Loans and any and all accrued fees and other Obligations hereunder shall automatically become immediately due and payable, with all additional interest from time to time accrued thereon and without presentment, demand, or protest or other notices or requirements of any kind (including, without limitation, valuation and appraisement, diligence, presentment, notice of intent to demand or accelerate and notice of acceleration), all of which are hereby expressly waived by the Borrower; and upon the occurrence and during the continuance of any other Event of Default, the Administrative Agent may, and at the request of the Required Banks shall, exercise any of its rights and remedies hereunder and by written notice to the Borrower, declare the Commitment(s) of each Bank to make Loans to be terminated whereupon the same shall forthwith terminate, declare the unpaid principal amount of and any and all accrued and unpaid interest on the Loans and any and all accrued fees and other Obligations hereunder to be, and the same shall thereupon be, immediately due and payable with all additional interest from time to time accrued thereon and without presentation, demand, or protest or other requirements of any kind other than as provided in the Loan Documents (including, without limitation, valuation and appraisement, diligence, presentment, and notice of intent to demand or accelerate), all of which are hereby expressly waived by the Borrower.

(b)Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default other than any Event of Default described in Sections 6.1(f) or (g), the Administrative Agent shall not exercise any of its rights and remedies hereunder nor declare the unpaid principal amount of and any and all accrued and unpaid interest on the Loans and any and all accrued fees and other Obligations hereunder to be immediately due and payable, until such time as the Administrative Agent shall have delivered a notice to the Banks specifying the Event of Default which has occurred and whether Administrative Agent recommends the acceleration of the Obligations due hereunder or the exercise of other remedies hereunder. The Banks shall notify the Administrative Agent if they approve or disapprove of the acceleration of the Obligations due hereunder or the exercise of such other remedy recommended by Administrative Agent within five (5) Domestic Business Days after receipt of such notice. If any Bank shall not respond within such five (5) Domestic Business Day period, then such Bank shall be deemed to have accepted Administrative Agent’s recommendation for acceleration of the Obligations due hereunder or the exercise of such other remedy. Regardless of the Administrative Agent’s recommendation, if the Required Banks shall approve the acceleration of the Obligations due hereunder or the exercise of such other remedy, then Administrative Agent shall declare the Commitment(s) of each Bank to make Loans to be terminated whereupon the same shall forthwith terminate and declare the unpaid principal amount of and any and all accrued and unpaid interest on the Loans and any and all accrued fees and other Obligations hereunder to be immediately due and payable or exercise such other remedy approved by the Required Banks. If the Required Banks shall neither approve nor disapprove the acceleration of the Obligations due hereunder or such other remedy recommended by Administrative Agent, then Administrative Agent may accelerate the Obligations due hereunder or exercise any of its rights and remedies hereunder in its sole discretion. If the Required Banks shall disapprove the acceleration of the Obligations due hereunder or the exercise of such other remedy recommended by Administrative Agent, but approve of another remedy, then to the extent permitted hereunder, Administrative Agent shall exercise such remedy. In the event the Administrative Agent exercises any remedy provided in any of the Loan Documents, the Administrative Agent shall act as a collateral agent for the Banks.

91

(c)Notwithstanding the foregoing, if in Administrative Agent’s sole judgment, immediate action is required after an Event of Default has occurred to prevent loss to the Banks, the Administrative Agent may exercise any of its rights and remedies pursuant to this Agreement, including, without limitation, acceleration of the Obligations hereunder, without the prior consent of the Required Banks provided that the Administrative Agent has notified the Banks of its intention so to exercise such rights and remedies and within 48 hours (such hours being counted only on Domestic Business Days) thereafter the Required Banks have not instructed the Administrative Agent to the contrary.

Section 6.3Notice of Default. If the Administrative Agent shall not already have given any notice to the Borrower under Section 6.1, the Administrative Agent shall give notice to the Borrower under Section 6.1 promptly upon being requested to do so by the Required Banks and shall thereupon notify all the Banks thereof.

Section 6.4Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and an Event of Default shall have occurred and be continuing, then, upon the occurrence and during the continuation thereof, the Administrative Agent may, and if requested by the Required Revolving Credit Banks the Administrative Agent shall, whether in addition to the taking by the Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon the Borrower to, and forthwith upon such demand (but in any event within ten (10) days after such demand) the Borrower shall, pay to the Administrative Agent, on behalf of the Revolving Credit Banks, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the Revolving Credit Banks) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Usage under the Letters of Credit; provided that if an Event of Default described in Section 6.1(f) or (g) has occurred and is continuing, such obligation of the Borrower to deliver such amounts to the Cash Collateral Account shall become automatically due and payable without presentment, demand, protest or other notices or requirements of any kind, all of which are hereby expressly waived by the Borrower. The Borrower shall also deposit amounts into the Letter of Credit Collateral Account in accordance with Section 9.8(c)(ii). Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds.

b.The Borrower hereby pledges, assigns and grants to the Administrative Agent, as administrative agent for its benefit and the ratable benefit of the Revolving Credit Banks a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”):

(i)the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account;

(ii)all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral;

92

(iii)all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and

(iv)to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral.

The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document.

(c)The Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Revolving Credit Banks to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Revolving Credit Banks in respect of the Letters of Credit.

(d)Neither the Borrower nor any Person claiming or acting on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 6.4(h) hereof.

(e)The Borrower agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 6.4.

(f)If any Event of Default shall have occurred and be continuing:

(i)The Administrative Agent may, in its sole discretion, without notice to the Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of the Letter of Credit Collateral first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Usage described in clause (ii) of the definition thereof that are then due and payable and second, with the consent of the Required Revolving Credit Banks, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 6.4 are in addition to any rights and remedies which any Revolving Credit Bank may have.

(ii)The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time.

(g)The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords

93

its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto.

(h)At such time as (x) all Events of Default have been cured or waived in writing and (y) all cash collateral (or the appropriate portion thereof) provided to reduce the Fronting Banks’ exposure to any Defaulting Lender’s Letter of Credit Usage pursuant to Section 9.8(c)(ii) shall no longer be required to be held as cash collateral pursuant to this Section 6.4 as a result of (x) the elimination or reduction of the applicable exposure to a Defaulting Lender’s Letter of Credit Usage (including by the termination of the Defaulting Lender status of such Bank) or (y) the Administrative Agent’s determination that there exists excess cash collateral, all amounts (or excess portion thereof) remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower; provided that the Borrower and each applicable Fronting Bank may agree to continue to hold cash collateral to support future anticipated exposure to a Defaulting Lender’s Letter of Credit Usage. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower hereunder and under any other Loan Document after the Maturity Date and cancellation or return of all Letters of Credit shall be paid to the Borrower or to whomsoever may be lawfully entitled to receive such surplus.

ARTICLE VII

THE ADMINISTRATIVE AGENT

Section 7.1Appointment and Authorization. Each Bank and each Fronting Bank irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with all such powers as are reasonably incidental thereto. Except as otherwise expressly permitted by this Agreement or with the prior written consent of the Administrative Agent, only the Administrative Agent (and not one or more of the Banks) shall have the authority to deal directly with the Borrower under this Agreement and each Bank acknowledges that all notices, demands or requests from such Bank to Borrower must be forwarded to the Administrative Agent for delivery to the Borrower. Each Bank acknowledges that, except as otherwise expressly set forth in this Agreement, the Borrower has no obligation to act or refrain from acting on instructions or demands of one or more Banks absent written instructions from Administrative Agent in accordance with its rights and authority hereunder. Without limiting the foregoing, each Bank and each Fronting Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents. The provisions of this Article are solely for the benefit of the Administrative Agent, the Banks and the Fronting Banks, and, except solely to the extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article, none of the Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any such provisions.

Section 7.2Administrative Agent and Affiliates. JPMorgan Chase Bank, N.A. shall have the same rights and powers under this Agreement as any other Bank and may exercise or

94

refrain from exercising the same as though it were not the Administrative Agent, and JPMorgan Chase Bank, N.A. and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any subsidiary or Affiliate of the Borrower as if it were not the Administrative Agent hereunder, and the term “Bank” and “Banks” shall include JPMorgan Chase Bank, N.A. in its individual capacity.

Section 7.3Action by Administrative Agent. (a) The obligations of the Administrative Agent hereunder are only those expressly set forth herein and its duties are entirely mechanical and administrative in nature. In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Banks and the Fronting Banks. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action with respect to any Default, except as expressly provided in Article VI. The Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Bank or Fronting Bank other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Bank agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby.

(b)The Administrative Agent shall promptly forward, or make available by Intralinks or other internet access system, to each Bank tangible or electronic copies, or notify (in writing or electronically and, if electronically, the Administrative Agent will also transmit a fax indicating that the information in question is being transmitted electronically) each Bank as to the contents, of all notices, financial statements and other significant materials and communications received from the Borrower pursuant to the terms of this Agreement or any other Loan Document and, in the event that the Borrower fails to pay when due the principal of or interest on any Loan, the Administrative Agent shall promptly give notice thereof to the Banks. As to any matters not expressly provided for by the Loan Documents, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Banks, and such instructions shall be binding upon all the Banks; provided, however, that the Administrative Agent shall not be required to take any action that (i) exposes the Administrative Agent to personal liability or that is contrary to this Agreement or applicable law or (ii) the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Banks and the Fronting Banks with respect to such action. If the Borrower shall have made any payment of principal of and interest on the Loans or any other amount due hereunder in accordance with Article II hereof and the Administrative Agent shall not have distributed to each Bank its proper share of such payment on the date on which such payment shall be received (other than as a result of any shutdown of or disturbance in any payment system or any other event or circumstance beyond the reasonable control of the Administrative Agent), then the Administrative Agent shall

95

pay such proper share to such Bank together with interest thereon at the Federal Funds Rate for each day from the date such payment shall have been received from the Borrower until the date such amount is paid by the Administrative Agent to such Bank. If any Bank transfers funds to the Administrative Agent in anticipation of the making of a Loan that is subsequently not made, then the Administrative Agent agrees to repay such funds to such Bank upon the receipt of a notice from such Bank requesting the repayment of such funds, together with interest thereon at the Federal Funds Rate for each day from the date which is the day upon which Administrative Agent shall have received a notice from such bank requesting the repayment of such funds until the date such amount is paid by the Administrative Agent to such Bank.

Section 7.4Consultation with Experts. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.

Section 7.5Liability of Administrative Agent; Erroneous Payments. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Banks (or such other number or percentage of the Banks as shall be necessary under the circumstances as provided in this Agreement), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. Neither the Administrative Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks or, where required by the terms of this Agreement, all of the Banks, or (ii) in the absence of its own gross negligence or willful misconduct (such absence to be presumed unless otherwise as determined by a court of competent jurisdiction in a final and non-appealable judgment. Except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall be deemed not to have knowledge of any Default (other than a Default under Section 6.1(a) with respect to the payment of principal, interest, facility fees or Letter of Credit Fees) unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Bank. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder or the contents of any report or certificate delivered hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower; (iii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to the Administrative Agent; (iv) the validity, effectiveness or genuineness of this Agreement, the other Loan Documents or any other instrument or writing furnished in connection herewith

96

(including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page) or for any failure of the Borrower or any Guarantor<the General Partner> to perform its obligations hereunder or thereunder; or (v) the contents of any certificate, report or other document delivered hereunder or in connection herewith. The Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory note has been assigned in accordance with Section 9.6, (ii) may rely on the Register to the extent set forth in Section 9.6(g), (iii) makes no warranty or representation to any Bank or Fronting Bank and shall not be responsible to any Bank or Fronting Bank for any statements, warranties or representations made by or on behalf of the Borrower in connection with this Agreement or any other Loan Document, (iv) 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 Bank or an Fronting Bank, may presume that such condition is satisfactory to such Bank or Fronting Bank unless the Administrative Agent shall have received notice to the contrary from such Bank or Fronting Bank sufficiently in advance of the making of such Loan or the issuance of such Letter of Credit and (v) shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any notice, consent, certificate or other instrument or writing (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).

(b)(i) Each Bank hereby agrees that (x) if the Administrative Agent notifies such Bank that the Administrative Agent has determined in its sole discretion that any funds received by such Bank from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Bank (whether or not known to such Bank), and demands the return of such Payment (or a portion thereof), such Bank shall promptly, but in no event later than one Domestic Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Bank to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Bank shall not assert, and hereby waives, as to the Administrative Agent, 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 Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Bank under this Section 7.5(b) shall be conclusive, absent manifest error.

(ii)Each Bank hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each

97

such case, that an error has been made with respect to such Payment. Each Bank agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Bank shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Domestic Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Bank to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

(ii)The Borrower hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered from any Bank that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Bank with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower.

(iii)Each party’s obligations under this Section 7.5(b) shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Bank, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Loan Document.

Section 7.6Indemnification. (a) Each Bank shall, ratably in accordance with its Aggregate Exposure Percentage, indemnify the Administrative Agent, their Affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct as finally determined by a court of competent jurisdiction) that such indemnitees may suffer or incur as a result of, or in connection with, the Administrative Agent’s capacity as Administrative Agent in connection with this Agreement, the other Loan Documents or any action taken or omitted by such indemnitees in accordance with this Agreement, including any amounts that the Borrower fails to pay under Section 9.3(a).

(b)Each Revolving Credit Bank shall, ratably in accordance with its Revolving Commitment Percentage, indemnify the Fronting Banks, their Affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct as finally determined by a court of competent jurisdiction) that such indemnitees may suffer or incur as a result of, or in connection with, the Administrative Agent’s capacity as Administrative Agent in connection with this Agreement, the other Loan Documents or any action taken or omitted by such indemnitees in accordance with this Agreement, including any amounts that the Borrower fails to pay under Section 9.3(a).

98

Section 7.8Credit Decision. Each Bank acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Bank further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the Administrative Agent, the Sustainability Structuring Agents, any arranger of this credit facility or any other Bank and their respective 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 as a Bank, and to make, acquire or hold Loans hereunder. Each Bank shall, independently and without reliance upon the Administrative Agent, any arranger of this credit facility or any other Bank and their respective Related Parties and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) 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 related agreement or any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a Bank or assign or otherwise transfer its rights, interests and obligations hereunder. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.

Section 7.8Successor Administrative Agent. The Administrative Agent may resign at any time by giving notice thereof to the Banks and the Borrower. In addition, if the Administrative Agent at any time shall have been determined to have committed gross negligence or willful misconduct by a court of competent jurisdiction in a final and non-appealable judgment in connection with its performance of its duties as Administrative Agent hereunder or if the Commitment of the Administrative Agent, in its capacity as a Bank, inclusive of participations, shall be less than $10,000,000, then, upon notice from the Required Banks, the Administrative Agent shall resign. Upon any such resignation, the Required Banks shall have the right to appoint a successor Administrative Agent with the consent of the Borrower (which consent will not be unreasonably withheld or delayed and each Lender<Bank> and its Affiliates shall be deemed approved); provided that the consent of the Borrower shall not be required if an Event of Default shall have occurred and be continuing. If no successor Administrative Agent shall have been so appointed by the Required Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, with the reasonable approval of the Borrower provided that no Event of Default shall have occurred and be outstanding, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000, total assets of at least $25,000,000,000 and a long-term senior unsecured indebtedness rating of BBB+ or better by S&P (if rated by S&P) and Baa1 by Moody’s (if rated by Moody’s). Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder first accruing or arising after the effective date of such retirement. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article shall inure

99

to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent.

If, at any time during the Availability Period, the Administrative Agent shall no longer have any Commitment or hold outstanding Loans under this Agreement, the Administrative Agent shall give notice of its offer to resign to the Banks and the Borrower. Upon any such offer of resignation, the Required Banks shall have the right to appoint a successor Administrative Agent or to retain the Administrative Agent with the consent of the Borrower; provided that the consent of the Borrower shall not be required if an Event of Default shall have occurred and be continuing.

Section 7.9Administrative Agent’s Fee. The Borrower shall pay to the Administrative Agent for its own account fees in the amounts and at the times previously agreed upon between the Borrower and the Administrative Agent.

Section 7.10Copies of Notices. The Administrative Agent shall deliver to each Bank a copy of any notice sent to the Borrower by the Administrative Agent in connection with the performance of its duties as the Administrative Agent hereunder; and the Administrative Agent shall deliver to each Bank a copy of any notice sent to the Administrative Agent by the Borrower in connection with any Default or Event of Default hereunder.

Section 7.11Sub-Agents. The Administrative Agent may perform any and all of its duties and exercise its rights and powers 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 through their respective Related Parties. The exculpatory provisions of the preceding paragraphs 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.

Section 7.12No Duties. None of any Sustainability Structuring Agent, any Syndication Agent, any Co-Documentation Agent or any Joint Lead Arranger shall have obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons shall have the benefit of the indemnities provided for hereunder.

Section 7.13Certain ERISA Matters. (a) Each Bank (x) represents and warrants, as of the date such Person became a Bank party hereto, to, and (y) covenants, from the date such Person became a Bank party hereto to the date such Person ceases being a Bank party hereto, for the benefit of, the Administrative Agent, and each Joint Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or the General Partner, that at least one of the following is and will be true:

(i)such Bank is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,

(ii)the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified

100

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 with respect to such Bank’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii)(A) such Bank 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 Bank 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 Bank, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Bank’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 Bank.

(b)In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Bank or such Bank has provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Bank further (x) represents and warrants, as of the date such Person became a Bank party hereto, to, and (y) covenants, from the date such Person became a Bank party hereto to the date such Person ceases being a Bank party hereto, for the benefit of, the Administrative Agent, and each Joint Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or the General Partner, that none of the Administrative Agent, or any Joint Lead Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Bank (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 to hereto or thereto).

(c)The Administrative Agent and each Joint Lead Arranger hereby informs the Banks that each such Person is not undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments, this Agreement and any other Loan Documents (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Bank or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-

101

away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

ARTICLE VIII

CHANGE IN CIRCUMSTANCES

Section 8.1Alternate Rate of Interest. (a) Subject to Sections 8.1 (b), (c), (d), (e), (f) and (g), if prior to the commencement of any Interest Period for a Euro-Dollar Borrowing or to the determination of the LIBOR Daily Floating Rate for any LIBOR Daily Loan<clauses (b), (c), (d), (e), and (f) of this Section 8.1, if>:

(i)the Administrative Agent determines (which determination shall be conclusive absent manifest error) <(A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, >that adequate and reasonable means do not exist for ascertaining the Adjusted London Interbank Offered<Term SOFR> Rate or the London Interbank Offered Rate or the LIBOR Daily Floating Rate, as applicable,<Term SOFR Rate> (including because the LIBO Screen<Term SOFR Reference> Rate is not available or published on a current basis)<,> for such Interest Period; provided that no Benchmark Transition Event shall have occurred <or (B)> at such <any> time<, that adequate and reasonable means do not exist for ascertaining the applicable Daily Effective SOFR Rate or the Adjusted Daily Effective SOFR Rate>; or

(ii)the Administrative Agent is advised by the Majority Facility <Required> Banks for the applicable Facility that <(A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing,> the Adjusted London Interbank Offered Rate or the London Interbank Offered Rate or the LIBOR Daily Floating Rate, as applicable,<Term SOFR Rate> for such Interest Period will not adequately and fairly reflect the cost to such Banks (or Bank) of making or maintaining their Loans (or its Loan) included in such Borrowing under such Facility for such Interest Period< or (B) at any time, the Adjusted Daily Effective SOFR Rate will not adequately and fairly reflect the cost to such Banks (or Bank) of making or maintaining their Loans (or its Loan)>;

then the Administrative Agent shall give notice thereof to the Borrower and the Banks by telephone or<,> telecopy <or electronic mail >as promptly as practicable thereafter and, until <(x) >the Administrative Agent notifies the Borrower and the Banks that the circumstances giving rise to such notice no longer exist <with respect to the relevant Benchmark and (y) the Borrower delivers a new Notice of Interest Rate Election in accordance with the terms of Section 2.15 or a new Notice of Committed Borrowing in accordance with the terms of Section 2.2>, (i<1>) any Notice of Interest Rate Election that requests the conversion of any Borrowing under such Facility<Loan> to, or continuation of any Borrowing under such Facility<Loan> as, a Euro-Dollar Borrowing or a LIBOR Daily Borrowing shall be ineffective, and (ii) if any<Term Benchmark Loan and any Notice of Committed Borrowing that requests a Term Benchmark Loan shall instead be deemed to be a Notice of Interest Rate Election or a Notice of Committed Borrowing, as applicable, for (A) an RFR Loan so long as the Adjusted Daily Effective SOFR Rate is not also the subject of Section 8.1(a)(i) or (ii) above or (B) a Base Rate Loan if the Adjusted Daily Effective SOFR Rate also is the subject of Section 8.1(a)(i) or (ii) above and (2) any Notice of Interest Rate Election or

102

Notice of Committed> Borrowing Request<that> requests a Euro-Dollar Borrowing<an RFR Loan shall instead be deemed to be>< a Notice of Interest Rate Election> or a LIBOR Daily<Notice of Committed> Borrowing under such Facility, such Borrowing shall be made<,>as an<applicable, for a> Base Rate Borrowing<Loan>; provided that if the circumstances giving rise to such notice affect only Borrowings under a particular Facility<one type of Loan>, then the Borrowings under the<all> other Facility<Types of Loans> shall be permitted< Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 8.1(a) with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until (x) the Administrative Agent notifies the Borrower and the Banks that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Notice of Interest Rate Election in accordance with the terms of Section 2.15 or a new Notice of Committed Borrowing in accordance with the terms of Section 2.2,>< (1) any ><Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan, be converted by the Administrative Agent to, and shall constitute (x) an RFR Loan so long as the Adjusted Daily Effective SOFR Rate is not also the subject of Section 8.1(a)(i) or (ii) above or (y) a Base Rate Loan if the Adjusted Daily Effective SOFR Rate also is the subject of Section 8.1(a)(i) or (ii) above, on such day, and (2) any RFR Loan shall on and from such day be converted by the Administrative Agent to, and shall constitute a Base Rate Loan.>

(b)Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Domestic Business Day after the date notice of such Benchmark Replacement is provided to the Banks without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Banks comprising the Required Banks.

(c)    Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (c) shall not be effective unless the Administrative Agent has delivered to the Banks and the Borrower a Term SOFR Notice. For the avoidance of doubt, the

103

Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.

(c)(d) In connection with the implementation of a Benchmark Replacement,<Notwithstanding anything to the contrary herein or in any other Loan Document,> the Administrative Agent will have the right 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 or any other Loan Document.

(d)(e) The Administrative Agent will promptly notify the Borrower and the Banks of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause(d<f>) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Bank (or group of Banks) pursuant to this Section 8.1, 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 or any selection, 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 to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 8.1.

(e)(f) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including <the>Term SOFR or the London Interbank Offered Rate) 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 or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” 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 or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(f)(g) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a borrowing<Term Benchmark Loan or RFR Loan> of, conversion to or continuation of Euro-Dollar Loans or LIBOR Daily<Term Benchmark> Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such

104

request <for (1) a Term Benchmark Loan into a request for a borrowing of or conversion to (A) an RFR Loan so long as the Adjusted Daily Effective SOFR Rate is not the subject of a Benchmark Transition Event or (B) a Base Rate Loan if the Adjusted Daily Effective SOFR Rate is the subject of a Benchmark Transition Event or (2) an RFR Loan> into a request for a Borrowing<borrowing> of or conversion to <a> Base RateLoans<Loan>.. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate<Base Rate. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 8.1, (1) any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan be converted by the Administrative Agent to, and shall constitute><(x) an RFR Loan so long as the Adjusted Daily Effective SOFR Rate is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Effective SOFR Rate is the subject of a Benchmark Transition Event, and (2) any RFR Loan shall on and from such day be converted by the Administrative Agent to, and shall constitute a Base Rate Loan.>

Section 8.2Illegality. If, after the date of this Agreement, the adoption of any applicable law, rule or regulation, or any change in any existing applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Euro-Dollar<Applicable> Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for any Bank (or its Euro-Dollar<Applicable> Lending Office) to make, maintain or fund its Euro-Dollar<Term Benchmark> Loans, LIBOR Daily<RFR> Loans or Money Market Loans, or, with respect to Revolving Credit Banks, to participate in any Letter of Credit issued by a Fronting Bank, or, with respect to a Fronting Bank, to issue any Letter of Credit, and such Bank shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Banks and the Borrower, whereupon until such Bank notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Bank to make or convert Euro-Dollar<Term Benchmark> Loans, LIBOR Daily<RFR> Loans or Money Market Loans, or with respect to Revolving Credit Banks, to participate in any Letter of Credit issued by a Fronting Bank or, with respect to a Fronting Bank, to issue any Letter of Credit, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section, such Bank shall designate a different Euro-Dollar<Applicable> Lending Office if such designation will avoid the need for giving such notice and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank shall determine that it may not lawfully continue to maintain and fund any of its outstanding Euro-Dollar<Term Benchmark> Loans, LIBOR Daily<RFR> Loans or Money Market Loans (as the case may be) to maturity and shall so specify in such notice, the Borrower shall immediately prepay in full the then outstanding principal amount of each such Euro-Dollar<Applicable> Loan, LIBOR Daily<RFR> Loan or Money Market Loan, together with accrued interest thereon. Concurrently with prepaying each such Euro-Dollar<Term Benchmark> Loan or LIBOR Daily<RFR> Loan, the Borrower shall borrow a Base Rate Loan in an equal principal amount from such Bank (on which interest and principal shall be payable

105

contemporaneously with the related Euro-Dollar<Term Benchmark> Loans, LIBOR Daily<RFR> Loans or Money Market Loans of the other Banks), and such Bank shall make such a Base Rate Loan.

Section 8.3Increased Cost and Reduced Return.

(a)If, after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption or taking effect of any applicable law, rule, treaty or regulation, or any change in any applicable law, rule, directive, decision, treaty or regulation, or any change in the interpretation, re-interpretation, application or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof (“Change in Law”), or compliance by any Bank (or its Applicable Lending Office) with any request, decision or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (but excluding with respect to any Euro-Dollar Loan any such requirement reflected in an applicable Euro-Dollar Reserve Percentage)), special deposit, liquidity, insurance charge or assessment, or similar requirement (including any compulsory loan requirement) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London<applicable offshore> interbank market any other condition, cost or expenses (other than Taxes) affecting its Loans, its Notes, or its obligation to make Loans or subject any Recipient 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, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making, continuing, converting or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes with respect thereto or to increase the cost to such Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Bank hereunder (whether of principal, interest or otherwise), by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), which demand shall be accompanied by a certificate showing, in reasonable detail, the calculation of such amount or amounts, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. For purposes hereof, all requests, rules, guidelines or directives in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act shall be deemed to be a change after the date hereof or after the date of the related Money Market Quote, as applicable, regardless of the date enacted, implemented, adopted or issued and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities or foreign regulatory authorities, in each case pursuant to Basel III shall be deemed to be such a change regardless of the date adopted, issued, promulgated or implemented (each a “Regulatory Change”), provided, however, that if the applicable Bank shall have implemented changes prior to the Closing Date in response to any such requests, rules, guidelines or directives, then the same

106

shall not be deemed to be a change after the date hereof or after the date of the related Money Market Quote, as applicable, with respect to such Bank.

(b)If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital or liquidity requirements, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, including any Regulatory Change, has or would have the effect of reducing the rate of return on capital of such Bank (or its Parent) as a consequence of such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital or liquidity requirements) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Administrative Agent), which demand shall be accompanied by a certificate showing, in reasonable detail, the calculation of such amount or amounts, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction.

(c)Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section (although failure or delay on the part of any Bank to provide such notice or to demand compensation pursuant to this Section, after receiving notice of increased cost or reduced rate of return, shall not constitute a waiver of such Bank’s right to demand such compensation unless such failure materially prejudices Borrower’s rights hereunder) and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Section 8.4Taxes.

(a)Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 8.4) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

107

(b)Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.

(c)Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 8.4, the Borrower 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.

(d)Indemnification by the Borrower. Without duplication of Sections 8.4(a) or (b) above, the Borrower shall indemnify each Recipient, 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) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient 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 Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Bank, shall be conclusive absent manifest error. The Administrative Agent shall reasonably cooperate, at its sole discretion and at no cost to the Administrative Agent or the Banks, with efforts by Borrower to recover any Taxes or Other Taxes which Borrower reasonably believes were incorrectly or illegally imposed.

(e)Indemnification by the Banks. Each Bank shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Bank (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Bank’s failure to comply with the provisions of Section 9.6(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Bank, in each case, that are payable or paid by the Administrative Agent 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 Bank by the Administrative Agent shall be conclusive absent manifest error. Each Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Bank under any Loan Document or otherwise payable by the Administrative Agent to the Bank from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f)Status of Banks. (i) Any Recipient 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 Recipient, if reasonably requested by the Borrower or the Administrative Agent, shall deliver

108

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 such Recipient 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 8.4(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.

(ii)Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,

(A) the Administrative Agent, any sub-agent and any Bank 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 becomes the Administrative Agent under this Agreement or such Bank becomes a Bank under this Agreement, as applicable, (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 Administrative Agent, sub-agent or Bank, as applicable is exempt from U.S. federal backup withholding tax;

(B) any Foreign Bank 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 Bank becomes a Bank 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:

(1)in the case of a Foreign Bank 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 or IRS Form W-8BEN-E (or applicable successor form) establishing an exemption from, or reduction of, U.S. 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 or IRS Form W-8BEN-E (or applicable successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)executed copies of IRS Form W-8ECI;

(3)in the case of a Foreign Bank 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 I-1 to the effect that such Foreign Bank 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

109

Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable successor form); or

(4)to the extent a Foreign Bank is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable successor form), a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-2 or Exhibit I-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of such Foreign Bank are claiming the portfolio interest exemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-4 on behalf of each such direct and indirect partner;

(C) any Foreign Bank 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 Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. 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;

(D) if a payment made to a Recipient or any sub-agent under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient or sub-agent 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), such Recipient or sub-agent 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 such Recipient or sub-agent has complied with such Recipient’s or sub-agent’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; and

(E) if the Administrative Agent or sub-agent is not a U.S. Person, the Administrative Agent and sub-agent (and any assignee or successor) will deliver to the Borrower on or prior to the execution and delivery of this Agreement (or, assignment or succession, if applicable), two executed copies of IRS Form W-8ECI with respect to any amounts payable to the Administrative Agent or

110

sub-agent, as applicable, for its own account and two duly completed copies of IRS Form W-8IMY (certifying that it is either a “qualified intermediary” or a “U.S. branch”) for the amounts the Administrative Agent or sub-agent, as applicable, receives for the account of others, with the effect that the Borrower can make payments to the Administrative Agent or sub-agent, as applicable, without deduction or withholding of any taxes imposed by the United States.

Each Recipient or sub-agent agrees that if any form or certification it previously delivered 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.

(g)Treatment of Certain Refunds. If any party 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 pursuant to this Section 8.4 (including by the payment of additional amounts pursuant to this Section 8.4), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 8.4 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). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party 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 paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h)Survival. Each party’s obligations under this Section 8.4 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

(i)Defined Terms. For purposes of this Section 8.4, the term “Bank” includes any Fronting Bank and the term “applicable law” includes FATCA.

Section 8.5Base Rate Loans Substituted for Affected Euro-Dollar<Term Benchmark> Loans and LIBOR Daily<RFR> Loans. If (i) the obligation of any Bank to make, or convert outstanding Loans to, Euro-Dollar<Term Benchmark> Loans or LIBOR Daily<RFR> Loans has been suspended pursuant to Sections 8.1 or 8.2 or (ii) any Bank has demanded compensation under Section 8.3 or 8.4 with respect to its Euro-Dollar<Term Benchmark> Loans or LIBOR Daily<RFR> Loans and the Borrower shall, by at least five (5) Euro-Dollar Business Days’ prior notice to such Bank through the Administrative Agent, have elected that the provisions of this Section shall apply to such Bank, then, unless and until such Bank notifies the Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist:

111

(a)all Loans which would otherwise be made by such Bank as Euro-Dollar<Term Benchmark> Loans or LIBOR Daily<RFR> Loans shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Euro-Dollar<Term Benchmark> Loans or LIBOR Daily<RFR> Loans of the other Banks), and

(b)after each of its Euro-Dollar<Term Benchmark> Loans or LIBOR Daily<RFR> Loans has been repaid, all payments of principal which would otherwise be applied to repay such Euro-Dollar<Term Benchmark> Loans or LIBOR Daily<RFR> Loans shall be applied to repay its Base Rate Loans instead.

Section 8.6SPC Loans. Notwithstanding anything to the contrary contained herein, any Bank (a “Granting Bank”) may grant to one special purpose funding vehicle (a “SPC”) sponsored by such Granting Bank, as identified as such in writing by such Granting Bank to the Administrative Agent and the Borrower from time to time (including, without limitation, by the execution of this Agreement on the date hereof by a Granting Bank and its SPC identified as such on the signature pages hereof), the option to provide to the Borrower all or any part of any Loan that such Granting Bank would otherwise be obligated to make to the Borrower pursuant to the terms hereof; provided, that (i) nothing herein shall constitute a commitment to make any Loan by any SPC, and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Bank shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of such Granting Bank to the same extent, and as if, such Loan were made by such Granting Bank. Any SPC that makes a Loan shall (i) have in regard to such Loan all of the rights (exercisable, however, only through its Granting Bank acting as its agent) that such Granting Bank would have had if it had made such Loan directly, and (ii) comply with this Agreement in regard to such Loan on the same terms as any other Bank party hereto; provided that (A) the Granting Bank’s Commitment shall remain the Commitment of such Granting Bank, and (B) all monetary obligations of an SPC hereunder in respect of any Loan it provides shall remain the obligations of such Granting Bank to the extent at any time that such SPC elects not to or otherwise fails to perform or pay any such obligation. Each party hereto hereby agrees that no SPC shall be liable for any payment under this Agreement for which a Bank would otherwise be liable for so long as, and to the extent, its sponsoring Granting Bank makes such payment. Notwithstanding any Loan that may be provided by an SPC hereunder, the Administrative Agent and Borrower shall be entitled to continue to communicate and deal solely and directly with the Granting Bank in accordance with this Agreement in respect of such Loan. Each SPC that is a signatory hereto, and each SPC that subsequently is identified by its Granting Bank as having been granted such option, shall be deemed to have confirmed (and the Borrower and the Administrative Agent may require a written acknowledgment of such confirmation signed by any SPC not a signatory hereto that is subsequently so identified by its Granting Bank) to the Borrower and the Administrative Agent that (a) it has received a copy of the Agreement and each Loan Document, together with copies of the financial statements heretofore provided to the Banks under the terms of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (b) agrees that it will independently and without reliance upon the Administrative Agent, its Granting Bank or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement and any other Loan Document; (c) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise

112

such powers and discretion under this Agreement and any other Loan Document as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and any other Loan Document are required to be performed by it as a Bank, subject to the terms of this Section 8.6; and (e) appoints its Granting Bank, or a specified branch or Affiliate thereof, as its agent and attorney in fact and grants to its Granting Bank an irrevocable power of attorney to receive payments made for the benefit of such SPC under this Agreement, to deliver and receive all communications and notices under this Agreement and other Loan Documents and to exercise on such SPC’s behalf all rights to vote and to grant and make approvals, waivers, consents of amendments to or under this Agreement and other Loan Documents. Any document executed by such agent on such SPC’s behalf in connection with this Agreement or other Loan Documents shall be binding on such SPC. In furtherance of the foregoing, all the Banks and the Administrative Agent each hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one (1) year and one (1) day after the payment in full of all outstanding commercial paper or other senior indebtedness 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 proceedings or similar proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in Section 9.6(c), any SPC may (i) with notice to, but without the prior written consent of, the Borrower or Administrative Agent, and without the payment of any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Bank or to any financial institutions consented to by the Borrower and the Administrative Agent (and, subject to all of the provisions of this paragraph, such consents shall be deemed to have been granted with respect to any SPC signatory hereto on the date hereof) providing liquidity and/or credit facilities to or for the account of such SPC to support the funding or maintenance of loans, and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of liquidity and/or credit facilities to such SPC. Nothing in this Section 8.6 that would affect the rights or obligations of an SPC may be amended without the written consent of any SPC that has any Loan outstanding at the time of such amendment.

Section 8.7Mitigation Obligations; Replacement of Banks. (a) If any Bank requests compensation under Section 8.3, or if the Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 8.4, then such Bank 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 Bank, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 8.3 or 8.4, as the case may be, in the future and (ii) would not subject such Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Bank. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Bank in connection with any such designation or assignment.

(b) If (w) any Bank is unable to make, maintain or fund its Euro-Dollar<Term Benchmark> Loans or LIBOR Daily<RFR> Loans or to participate in any Letter of Credit pursuant to Section 8.2 for a period of ten (10) consecutive days, or (x) any Bank requests compensation under Section 8.3, or if the Borrower is required to pay any additional amount to any Bank or any

113

Governmental Authority for the account of any Bank pursuant to Section 8.4, or (y) if any Bank becomes a Defaulting Lender, or (z) any Bank has refused to consent to any proposed amendment, modification, waiver, termination or consent with respect to any provision of this Agreement or any other Loan Document that, pursuant to Section 9.5, requires the consent of all Banks or of all Banks affected thereby and with respect to which Banks constituting the Required Banks have consented to such proposed amendment, modification, waiver, termination or consent, then the Borrower may, at its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.6), all its interests, rights and obligations under this Agreement (other than any outstanding Money Market Loans held by it) to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the Fronting Banks), which consent shall not unreasonably be withheld or delayed (provided that no such consent shall be required for an assignment to any Bank so long as, after giving effect to such assignment, such Bank’s Revolving Commitment Percentage does not exceed 25%), (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans (other than Money Market Loans) and participations in Unreimbursed Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, 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 8.3 or payments required to be made pursuant to Section 8.4, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any such assignment resulting from a Bank’s refusal to consent to a proposed amendment, modification, waiver, termination or consent, the assignee shall approve the proposed amendment, modification, waiver, termination or consent. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

ARTICLE IX

MISCELLANEOUS

Section 9.1Notices. (a) All notices, requests and other communications to any party hereunder shall be in writing (including bank wire, telex<electronic mail>, facsimile transmission or similar writing) and shall be given to such party: (v) in the case of the Borrower or the Administrative Agent, at its address<, electronic mail> or telecopy number set forth on the signature pages hereof, and in the case of the Administrative Agent, to JPMorgan Chase Bank, N.A., 500 Stanton Christiana Road, Ops 2<NCC5/1st Floor>, Newark, DE 19713, Attention: Brittany Duffy<Loan & Agency Services Group>, Telephone: (302) 634-8814, Telecopy number: (302) 634-4733<634-8712, Email: benjamin.outten@chase.com; Agency Withholding Tax Inquires: Email: agency.tax.reporting@jpmorgan.com; Agency Compliance/Financials/Intralinks: Email: covenant.compliance@jpmchase.com>, with a copy to: JPMorgan Chase Bank, N.A., 8181 Communications Pkwy, Plano, TX 75024, Attention: Cody Canafax, Telephone: (972) 324-5152, and to Morgan, Lewis & Bockius LLP, One Federal Street, Boston, Massachusetts 02110, Attention: Stephen Miklus, Esq., Telephone: (617) 951-8364, Telecopy: (617) 951-8736, (x) in the case of any Bank, at its address<, electronic mail> or telecopy

114

number set forth on the signature pages hereof or in its Administrative Questionnaire, (y) in the case of any Fronting Bank, at its address or telecopy number set forth on Schedule 1C or (z) in the case of any party, such other address<, electronic mail> or telecopy number as such party may hereafter specify for the purpose by notice to the Administrative Agent, the Banks and the Borrower. Each such notice, request or other communication shall be effective (i) if given by telecopy, when such telecopy is transmitted to the telecopy number specified in this Section, (ii) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (iii) if given by any other means, when delivered at the address specified in this Section; provided that notices to the Administrative Agent under Article II or Article VIII shall not be effective until received.

(b)Notices and other communications to the Banks hereunder may be delivered or furnished by electronic communications (including the Electronic Systems) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Bank. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), 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; provided that, for both clauses (i) and (ii) above, if such notice, email 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.

(c)Any party hereto may change its address<, electronic mail> or telecopy number for notices and other communications hereunder by notice to the other parties hereto.

(d)Electronic Systems.

(i)Each Credit Party agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Fronting Banks and the other Banks by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System.

(ii)Any Electronic System used by the Administrative Agent and the Communications are provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy or completeness of the Communications or the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory,

115

including, without limitation, 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 Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower or the other Credit Parties, any Bank, any Fronting Bank or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s, any Credit Party’s or the Administrative Agent’s transmission of communications through an Electronic System. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Credit Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Bank or any Fronting Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

(iii)Although the Electronic System and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Closing Date, a user ID/password authorization system) and the Electronic System is secured through a per-deal authorization method whereby each user may access the Electronic System only on a deal-by-deal basis, each of the Banks, each of the Fronting Banks and the Borrower acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the representatives or contacts of any Bank that are added to the Electronic System, and that there may be confidentiality and other risks associated with such distribution. Each of the Banks, each of the Fronting Banks and the Borrower hereby approves distribution of the Communications through the Electronic System and understands and assumes the risks of such distribution.

(iv)Each Bank and each Fronting Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to the Electronic System shall constitute effective delivery of the Communications to such Bank for purposes of the Loan Documents. Each Bank and Fronting Bank agrees (i) to notify the Administrative Agent in writing (which could be in the form of electronic communication) from time to time of such Bank’s or Fronting Bank’s (as applicable) email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.

(v)Each of the Banks, each of the Fronting Banks and the Borrower agrees that the Administrative Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Communications on the Electronic System in accordance with the Administrative Agent’s generally applicable document retention procedures and policies.

116

(vi)Nothing herein shall prejudice the right of the Administrative Agent, any Bank or any Fronting Bank to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

Section 9.2No Waivers. No failure or delay by the Administrative Agent or any Bank in exercising any right, power or privilege hereunder or under any Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 9.3Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent (including, without limitation, reasonable fees and disbursements of special counsel to the Administrative Agent, local counsel for the Administrative Agent, and travel, site visits, third party reports (including Appraisals<appraisals>), mortgage recording taxes, environmental and engineering expenses), in connection with the preparation and administration of this Agreement, the Loan Documents and the documents and instruments referred to therein, the syndication of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default or alleged Default hereunder, (ii) the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of each Fronting Bank relating to Letters of Credit as from time to time in effect and (iii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bank, including, without limitation, reasonable fees and disbursements of counsel for the Administrative Agent and each Bank, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom, including all such expenses incurred during any workout or restructuring; provided, however, that in no event shall the Borrower be required to pay for the attorneys’ fees and disbursements of more than one counsel to the Administrative Agent and the Banks unless there is a legal conflict of interest.

(b)The Borrower agrees to indemnify the Administrative Agent, the Fronting Banks, and each Bank, the Joint Lead Arrangers, the Sustainability Structuring Agents, their respective Affiliates and the respective directors, officers, agents and employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and <related> expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel and settlements and settlement costs, that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document (including, without limitation, the Borrower’s actual or proposed use of proceeds of the Loans, whether or not in compliance with the provisions hereof), (ii) any violation by the Borrower or the Environmental Affiliates of any applicable Environmental Law, (iii) any Environmental Claim arising out of the management, use, control, ownership or operation of property or assets by the Borrower or any of the Environmental Affiliates, including, without limitation, all on-site and off-site activities involving Material of Environmental Concern, (iv) the breach of any environmental representation or warranty set forth herein, (v) the grant to the Administrative Agent and the Banks of any Lien in any property or

117

assets of the Borrower or any stock or other equity interest in the Borrower, (vi) the exercise by the Administrative Agent and the Banks of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (vii) any action taken in connection with this Agreement, including, but not limited to, the payment of principal, interest and fees and (viii) any investigative, administrative or judicial proceeding relating to the foregoing (whether or not such Indemnitee shall be designated a party thereto) and whether or not brought by the Borrower, the General Partner or any Affiliate of the Borrower (but excluding in each case, as to any Indemnitee, any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements incurred solely by reason of (y<w>) the gross negligence or willful misconduct of such Indemnitee as finally determined by a court of competent jurisdiction or<, (z<x>) any investigative, administrative or judicial proceeding imposed or asserted against any Indemnitee by any bank regulatory agency or by any equity holder of such Indemnitee<, (y) a claim brought by the Borrower against an Indemnitee for material breach in bad faith of such Indemnitee’s funding obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) a claim not involving an act or omission of the Borrower or the General Partner or any of their subsidiaries and that is brought by an Indemnitee against another Indemnitee (other than against a Joint Bookrunner, a Joint Lead Arranger, the Administrative Agent or a Sustainability Structuring Agent in their capacities as such>). The Borrower’s obligations under this Section shall survive the termination of this Agreement and the payment of the Obligations. This Section 9.3(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Section 9.4Sharing of Set-Offs. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits held for the benefit of third parties, and any other indebtedness at any time held or owing by such Bank (including, without limitation, by branches and agencies of such Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Bank. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any <Loan or > Note held by it or Letter of Credit participated in by it, or, in the case of a Fronting Bank, Letter of Credit issued by it, which is greater than the proportion received by any other Bank or Letter of Credit issued or participated in by such other Bank, in respect of the aggregate amount of principal and interest due with respect to any <Loan or > Note held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the <Loans and > Notes held by the other Banks or Letter of Credit issued or participated in by such other Bank, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the <Loans and > Notes held by the Banks or Letter of Credit issued or participated in by such other Banks shall be shared by the Banks pro rata; provided that (x) nothing in this Section shall impair the right of any Bank

118

to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the <Loans and > Notes or the Letters of Credit, (y) the provisions of this Section shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Loans or Commitments to any assignee or participant and (z) the provisions of this Section shall not be construed to apply to any Extension made in accordance with Section 2.19. The Borrower agrees, to the fullest extent that it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Section 9.5Amendments and Waivers. Subject to Section 8.1(b), (c) and (d), any provision of this Agreement (including any of the financial covenants given by the Borrower pursuant to Section 5.8), the Notes, the Letters of Credit or other Loan Documents may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Borrower and the Required Banks, (and, if the rights or duties of the Administrative Agent or the Fronting Banks are affected thereby (including pursuant to Section 2.16, Article VII or Section 9.8), by the Administrative Agent or the Fronting Banks, as applicable) (and, if the rights or duties of only a specific Facility are affected thereby or if such amendment or waiver adversely affects the rights of a specific Facility in a manner that is different than such amendment or waiver effects the other Facility, the Majority Facility Banks for such Facility); provided that no such amendment or waiver shall (a) increase or decrease the Commitment of any Bank (except for any reduction or termination pursuant to Sections 2.9, 2.11 or 6.2), unless signed by such Bank, (b) reduce the principal of or rate of interest on any Loan or any fees specified herein, unless signed by each Bank affected thereby, (c) except as set forth in Section 2.18, postpone the date fixed for any payment of principal of or interest on any Loan, or the expiration date of any Letter of Credit beyond the Revolving Credit Maturity Date, or any fees hereunder or for any reduction or termination of any Commitment, unless signed by each Bank affected thereby (notwithstanding the foregoing, however, it is agreed that only the consent of the extending Banks shall be required for an Extension in accordance with Section 2.19), (d) release the Guaranty or otherwise release any other collateral, unless signed by each Bank affected thereby, (e) subordinate the Loans to any other Debt, unless signed by each Bank affected thereby, (f) change the percentage of the Commitments or of the aggregate unpaid principal amount of the<Loan or >Notes, or the number of Banks, which shall be required for the Banks or any of them to take any action under this Section 9.5 or any other provision of this Agreement, unless signed by each Bank affected thereby, (g) reduce the percentage specified in the definition of (i) Majority Facility Banks with respect to any Facility, unless signed by all of the Banks under such Facility, (iii) Required Revolving Credit Banks with respect to the Revolving Credit Facility, unless signed by all of the Revolving Credit Banks or (iii) Required Banks unless signed by all of the Banks, (h) change Section 2.12(a), Section 2.12(c) or Section 9.4 in a manner that would alter the pro rata sharing of payments required thereby, unless signed by each Bank affected thereby or (i) change this Section 9.5 unless signed by each Bank affected thereby. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing and signed by the Designating Lender on behalf of its Designated Lender affected thereby, (x) subject such Designated Lender to any additional obligations, (y) reduce the principal of, interest on, or other amounts due with respect to, the Designated Lender Note made payable to

119

such Designated Lender, or (z) postpone any date fixed for any payment of principal of, or interest on, or other amounts due with respect to the Designated Lender Note made payable to the Designated Lender.

If the Administrative Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement. The Administrative Agent shall promptly provide a copy of any such amendment to the Banks.

Section 9.6Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign or otherwise transfer any of its rights under this Agreement or the other Loan Documents without the prior written consent of all Banks (and any attempted assignment or transfer by the Borrower without such consent shall be void).

(b)Any Bank may at any time grant to one or more banks or other entities, other than (x) the Borrower and its Affiliates, (y) a natural person (or holding company, investment vehicle or trust for, or owned or operated for the primary benefit of, a natural person) or (z) a Defaulting Lender (each a “Participant”) participating interests in any or all of its Commitments or any or all of its Loans. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to the Borrower and the Administrative Agent, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in clause (a), (b), (c) or (d) of Section 9.5 without the consent of the Participant. The Borrower agrees that each Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Article VIII with respect to its participating interest (subject to the requirements and limitations therein, including the requirements under Section 8.4(d)(iii<f>) (it being understood that the documentation required under Section 8.4(d)(iii<f>) shall be delivered to the participating Bank)) to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided that such Participant agrees to be subject to the provisions of Sections 8.7 as if it were an assignee under paragraph (c) of this Section. An assignment or other transfer which is not permitted by subsection (c) or (d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection (b). Each Bank 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 Bank shall have any obligation to disclose all or any portion of the Participant Register

120

(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 Bank 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.

(c)Any Bank may at any time assign to one or more Eligible Assignees (each an “Assignee”) all, or a proportionate part of all, of its rights and obligations under this Agreement, the Notes and the other Loan Documents, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption hereto executed by such Assignee and such transferor Bank, with (and subject to) the prior written consent of (x) the Administrative Agent, which consent shall not be unreasonably withheld or delayed, provided that no consent of the Administrative Agent shall be required for an assignment of (A) any Revolving Commitment to an assignee that is a Revolving Credit Bank (other than a Defaulting Lender) immediately prior to giving effect to such assignment, and (B) all or any portion of a Term Loan or a Term Loan Commitment to a Bank, an Affiliate of a Bank or an Approved Fund, (y) provided no Event of Default shall have occurred and be continuing, the Borrower, which consent shall not be unreasonably withheld or delayed, provided further, however, that no such consent by the Borrower shall be required in the case of an assignment to another Bank, an Affiliate of a Bank or an Approved Fund, and the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Domestic Business Days after having received notice thereof and (z) in the case of an assignment of a Revolving Commitment, each Fronting Bank, which consent will not be unreasonably withheld or delayed. Notwithstanding anything to the contrary contained herein, no Bank may assign or participate its interest to (x) the Borrower and its Affiliates, (y) a natural person (or holding company, investment vehicle or trust for, or owned or operated for the primary benefit of, a natural person) or (z) a Defaulting Lender. Except in the case of an assignment to a Revolving Credit Bank or an Affiliate of a Revolving Credit Bank or an assignment of the entire remaining amount of the assigning Revolving Credit Bank's Revolving Commitments, the amount of the Revolving Commitments or Revolving Loans of the assigning Revolving Credit Bank 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) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing. Except in the case of an assignment to a Term Loan Bank or an Affiliate of a Term Loan Bank or an assignment of the entire remaining amount of the assigning Term Loan Bank's Term Loan Commitments or if the Term Loan Commitment Period has ended, such Term Loan Bank’s Term Loans, the amount of the Term Loan Commitments or Term Loans of the assigning Term Loan Bank 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) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing. Each partial assignment shall be made as an assignment of a proportionate part of all

121

the assigning Bank's rights and obligations under this Agreement (provided that this clause shall not be construed to prohibit the assignment of a proportionate part of the assigning Bank’s rights and obligations in respect of only one Facility). The assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon execution and delivery (and acceptance and recording in the Register by the Administrative Agent) of such instrument and payment by such Assignee to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Assignee, such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment as set forth in such instrument of assumption, and the transferor Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note or Notes are issued to the Assignee. In connection with any such assignment (except for an assignment by a Bank to its Affiliate), the transferor Bank shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $3,500. The Assignee shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 8.4.

(d)Any Bank that holds Revolving Commitments (each, a “Designating Lender”) may at any time designate one Designated Lender to fund Money Market Loans on behalf of such Designating Lender subject to the terms of this Section 9.6(d) and the provisions in Section 9.6(b) and (c) shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to the Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Administrative Agent will accept such Designation Agreement and will give prompt notice thereof to the Borrower, whereupon, (i) the Borrower shall execute and deliver to the Designating Bank a Designated Lender Note payable to the Designated Lender, (ii) from and after the effective date specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right (subject to the provisions of Section 2.3(b)) to make Money Market Loans on behalf of its Designating Lender pursuant to Section 2.3 after the Borrower has accepted a Money Market Loan (or portion thereof) of the Designating Lender, and (iii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower and the Banks for each and every of the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 7.6 hereof and any sums otherwise payable to the Borrower by the Designated Lender. Each Designating Lender shall serve as the administrative agent of the Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender: (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval,

122

waiver, consent or amendment shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf and shall be binding upon the Designated Lender to the same extent as if signed by the Designated Lender on its own behalf. The Borrower, the Administrative Agent, and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lender or otherwise in accordance with the provisions of Section 9.6(b) and (c).

(e)Any Bank may at any time assign or pledge all or any portion of its rights under this Agreement and its Notes and the Letter(s) of Credit participated in by such Bank or, in the case of a Fronting Bank, issued by it, to secure obligations of such Bank, including any pledge to a Federal Reserve Bank or other central bank having jurisdiction over such Bank. No such assignment shall release the transferor Bank from its obligations hereunder or substitute any such assignee or pledgee for such Bank as a party hereto.

(f)No Assignee, Participant or other transferee of any Bank’s rights shall be entitled to receive any greater payment under Section 8.3 or 8.4 than such Bank would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Borrower’s prior written consent or, with regard to Participations<participations>, to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable interest.

(g)The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Banks, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Bank 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 Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior notice.

Section 9.7USA Patriot Act. Each Bank hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (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 Bank to identify the Borrower in accordance with the Patriot Act.

Section 9.8Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Lender, then the following provisions shall apply for so long as such Bank is a Defaulting Lender:

123

(a)fees shall cease to accrue on the Commitment(s) of such Defaulting Lender pursuant to Section 2.8;

(b)the Revolving Commitments, Term Loan Commitments and Term Loans of such Defaulting Lender shall not be included in determining whether all Banks or the Required Banks have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.5, except that the Defaulting Lender’s consent shall be required in connection with any increase in such Defaulting Lender’s Commitment(s) pursuant to Section 9.5(a), any amendment pursuant to Section 9.5(b) affecting its Loans or pursuant to Section 9.5(z)), provided that any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Lender differently than other affected Banks shall require the consent of such Defaulting Lender;

(c)if any Letters of Credit exist at the time a Revolving Credit Bank becomes a Defaulting Lender then:

(i)all or any part of such liability, if any, with respect to Letters of Credit shall be reallocated among the non-Defaulting Lenders in accordance with their respective Revolving Commitment Percentages but only to the extent (x) the sum of all non-Defaulting Lenders’ Obligations under the Revolving Credit Facility plus such Defaulting Lender’s Revolving Commitment Percentage of Letter of Credit Usage does not exceed the total of all non-Defaulting Lenders’ Revolving Commitments (it being understood that under no circumstance shall any such Revolving Credit Bank at any time be liable for any amounts in excess of its Revolving Commitment) and (y) the conditions set forth in Section 3.2(d) and (e) 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

(ii)if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within five (5) Domestic Business Days following notice by the Administrative Agent cash collateralize for the benefit of the Fronting Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s Revolving Commitment Percentage of the Letter of Credit Usage (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 6.4(a) for so long as such Letters of Credit are outstanding;

(iii)if the Borrower cash collateralizes any portion of such Defaulting Lender’s Revolving Commitment Percentage of the Letter of Credit Usage pursuant to this Section 9.8(c), the Borrower shall not be required to pay any fees to such Defaulting Lender with respect to such Defaulting Lender’s Revolving Commitment Percentage of the Letter of Credit Usage during the period such Defaulting Lender’s Revolving Commitment Percentage of the Letter of Credit Usage is cash collateralized;

(iv)if the Revolving Commitment Percentage of the non-Defaulting Lenders with respect to Letter of Credit Usage is reallocated pursuant to this Section 9.8(c), then the fees payable to the Banks pursuant to Section 2.8(b) of this Agreement shall be

124

adjusted in accordance with such non-Defaulting Lenders’ Revolving Commitment Percentages; or

(v)if any Defaulting Lender’s Revolving Commitment Percentage of Letter of Credit Usage is neither cash collateralized nor reallocated pursuant to clauses (i) or (ii) above, then, without prejudice to any rights or remedies of any Fronting Bank or any other Bank hereunder, all Facility Fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such Revolving Commitment Percentage of Letter of Credit Usage) and Letter of Credit Fees payable under Section 2.8 with respect to such Defaulting Lender’s Revolving Commitment Percentage of the Letter of Credit Usage shall be payable to the applicable Fronting Bank until and to the extent that such Revolving Commitment Percentage of Letter of Credit Usage is reallocated and/or cash collateralized;

(d)if such Bank is a Revolving Credit Bank, so long as such Bank is a Defaulting Lender, the Fronting Banks shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the then Defaulting Lender’s then outstanding Revolving Commitment Percentage of the Letter of Credit Usage will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 9.8(c), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 9.8(c)(i) (and Defaulting Lender shall not participate therein); and

(e)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 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.4 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 any Fronting Bank hereunder; third, to cash collateralize Letter of Credit Usage with respect to such Defaulting Lender in accordance with this Section; 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 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 future Letter of Credit Usage with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with this Section; sixth, to the payment of any amounts owing to the Banks, the Fronting Banks as a result of any judgment of a court of competent jurisdiction obtained by any Bank, the Fronting Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; 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 or under any other Loan Document; and eighth, to

125

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 reimbursement obligations with respect to Letters of Credit 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 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and reimbursement obligations with respect to Letters of Credit owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or reimbursement obligations with respect to Letters of Credit owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in the Borrower’s obligations corresponding to such Defaulting Lender’s Letter of Credit Usage are held by the Banks pro rata in accordance with the Revolving Commitments without giving effect to clause (c) above. 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 shall be deemed paid to and redirected by such Defaulting Lender, and each Bank irrevocably consents hereto.

If (i) a Bankruptcy Event or a Bail-In Action with respect to a Parent of any Bank shall occur following the date hereof and for so long as such event shall continue or (ii) any Fronting Bank has a good faith belief that any Revolving Credit Bank has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Credit Bank commits to extend credit, no Fronting Bank shall be required to issue, amend or increase any Letter of Credit, unless a Fronting Bank shall have entered into arrangements with the Borrower or such Revolving Credit Bank, satisfactory to such Fronting Bank, as the case may be, to defease any risk to it in respect of such Bank hereunder.

In the event that the Administrative Agent, the Borrower, and if the Defaulting Lender is a Revolving Credit Bank and the Fronting Banks each agrees that a Defaulting Lender has adequately remedied all matters that caused such Bank to be a Defaulting Lender, then the Revolving Commitment Percentages of the Banks with respect to Letters of Credit shall be readjusted to reflect the inclusion of such Revolving Credit Bank’s Revolving Commitment and on such date such Revolving Credit Bank shall purchase at par such of the Revolving Loans of the other Banks (other than Money Market Loans) as the Administrative Agent shall determine may be necessary in order for such Revolving Credit Bank to hold such Revolving Loans in accordance with its Revolving Commitment Percentage.

Section 9.9Governing Law; Submission to Jurisdiction.

(a)THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW THAT WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THE STATE OF NEW YORK).

(b)Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject

126

matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), 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 the transactions relating hereto or thereto, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may (and any such claims, cross-claims or third party claims brought against the Administrative Agent or any of its Related Parties may only) be heard and determined in such Federal (to the extent permitted by law) or New York State 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 Fronting Bank or any Bank may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or the General Partner or its properties in the courts of any jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in this paragraph. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Section 9.10Marshaling<Marshalling>; Recapture. Neither the Administrative Agent nor any Bank shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent any Bank receives any payment by or on behalf of the Borrower, which payment or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to the Borrower or its estate, trustee, receiver, custodian or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the Obligation or part thereof which has been paid, reduced or satisfied by the amount so repaid shall be reinstated by the amount so repaid and shall be included within the liabilities of the Borrower to such Bank as of the date such initial payment, reduction or satisfaction occurred.

Section 9.11Counterparts; Integration; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective upon receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto.

Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.1), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or

127

such Ancillary Document, as applicable. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Banks shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Bank, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Banks, and the Borrower, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) the Administrative Agent and each of the Banks may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (iv) waives any claim against any of the Administrative Agent, any Joint Lead Arranger, any Fronting Bank and any Lender<Bank>, and any Related Party of any of the foregoing for any losses, claims (including intraparty claims), demands, damages or liabilities of any kind arising solely from the Administrative Agent’s and/or any Banks’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any losses, claims (including intraparty claims), demands, damages or liabilities of any kind arising as a result of the failure of the Borrower to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Section 9.12WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT, THE BANKS AND THE FRONTING BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS

128

REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY 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 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 9.13Survival. All indemnities set forth herein shall survive the execution and delivery of this Agreement and the other Loan Documents and the making and repayment of the Loans hereunder.

Section 9.14Domicile of Loans. Subject to the provisions of Article VIII, each Bank may transfer and carry its Loans at, to or for the account of any domestic or foreign branch office, subsidiary or Affiliate of such Bank.

Section 9.15Limitation of Liability. No claim may be made by the Borrower or any other Person against the Administrative Agent or any Bank or the Affiliates, directors, officers, employees, attorneys or agent of any of them for any special, indirect consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or by the other Loan Documents, or any act, omission or event occurring in connection therewith; and the Borrower hereby waives, releases and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Section 9.16No Bankruptcy Proceedings. Each of the Borrower, the Banks, and the Administrative Agent hereby agrees that it will not institute against any Designated Lender or join any other Person in instituting against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any federal or state bankruptcy or similar law, until the later to occur of (i) one year and one day after the payment in full of the latest maturing commercial paper note issued by such Designated Lender and (ii) the Maturity Date.

Section 9.17Optional Increase in Commitments. (a) At any time prior to the Maturity Date, provided no Event of Default shall have occurred and then be continuing, the Borrower may, elect to request (A) an increase to the existing Revolving Commitments (any such increase, the “New Revolving Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “New Term Loan Commitments”, together with the New Revolving Commitments, the “Incremental Commitments”), by up to an aggregate amount not to exceed $500,000,000 for all Incremental Commitments (so that after giving effect to all Incremental Commitments, the sum of the Revolving Commitments plus the principal amount of Term Loans made hereunder and pursuant to Section 2.1 plus the unused amount of Term Loan Commitments does not exceed $1,600,000,000). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that such Incremental Commitments shall be effective, which shall be a date not less than ten (10) Domestic Business Days after the date on which such notice is delivered to the Administrative Agent. Such Incremental Commitments shall be made either by designating a Qualified Institution not theretofore a Bank to become a Bank (such designation to be effective only with the prior written consent of the Administrative Agent, which consent will not be unreasonably withheld) and/or by agreeing with an existing Bank or Banks that such Bank’s Commitment shall be increased, it being understood that no such existing

129

Bank or Banks shall have any obligation to so increase its Commitment). Any arranger for the Incremental Commitments selected by the Borrower shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Banks or other Persons that are Qualified Institutions willing to hold the requested Incremental Commitments; provided that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $25,000,000, (y) any Bank approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment; provided that the Banks will first be afforded the opportunity to provide the Incremental Commitments on a pro rata basis, and if any Bank so approached fails to respond within such ten (10) Domestic Business Day period after its receipt of such request, such Bank shall be deemed to have declined to provide such Incremental Commitments, and (z) any Bank or other Person that is a Qualified Institution (each, a “New Revolving Credit Bank” or “New Term Loan Bank,” as applicable) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Borrower and the Administrative Agent (such approval not to be unreasonably withheld or delayed), and, in the case of a New Revolving Commitment and the Fronting Banks (each of which approvals shall not be unreasonably withheld), unless such New Revolving Credit Bank is an existing Revolving Credit Bank (other than a Defaulting Lender) with a Revolving Commitment at such time or such New Term Loan Bank is an existing Term Loan Bank or an Affiliate of an existing Bank. Upon execution and delivery by the Borrower and such Bank or other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, such existing Bank shall have a Commitment as therein set forth or such Qualified Institution shall become a Bank with a Commitment as therein set forth and all the rights and obligations of a Bank with such a Commitment hereunder; provided that:

(i)the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Banks; and

(ii)the amount of such Incremental Increase<Commitments>, together with all other Incremental Increases<Commitments> in the aggregate amount of the Commitments pursuant to this Section 9.17 since the date of this Agreement, does not cause the sum of (x) the Term Loan Amount and (y) the Revolving Loan Amount to exceed $1,600,000,000.

(b)Upon any Incremental Commitments pursuant to this Section 9.17, within five (5) Domestic Business Days (in the case of any Base Rate Loans then outstanding) or at the end of the then current Interest Period with respect thereto (in the case of any Euro-Dollar<Term Benchmark> Loans then outstanding), as applicable, each Bank’s Commitment Percentage shall be recalculated to reflect such Incremental Commitments and the outstanding principal balance of the Loans shall be reallocated among the Banks such that the outstanding principal amount of Loans owed to each Bank shall be equal to such Bank’s Commitment Percentage (as recalculated) thereof. All payments, repayments and other disbursements of funds by the Administrative Agent to Banks shall thereupon and, at all times thereafter be made in accordance with each Bank’s recalculated Commitment Percentage. For purposes hereof, “Qualified Institution” means a Bank, or one or more banks, finance companies, insurance or other financial institutions which (i) (A) has (or, in the case of a bank which is a subsidiary, such bank’s parent has) a rating of its senior debt obligations of not less than Baa-1 by Moody’s or a comparable rating by a rating agency

130

acceptable to the Administrative Agent and (B) has total assets in excess of Ten Billion Dollars ($10,000,000,000), or (ii) is reasonably acceptable to the Administrative Agent.

(c)Subject to the last sentence of this paragraph, the terms and provisions of any New Revolving Commitments shall be identical to the existing Revolving Commitments. Subject to the last sentence of this paragraph, the terms and provisions of any New Term Loan Commitments and any New Term Loans shall (a) provide that the maturity date of any New Term Loan that is a separate tranche shall be no earlier than the Revolving Credit Maturity Date or any existing Term Loan Maturity Date and the weighted average life to maturity of such New Term Loans shall not be shorter than the weighted average life to maturity of any existing Term Loans, (b) share ratably in any prepayments of any existing Term Loan Facility, unless the Borrower and the New Term Loan Banks in respect of such New Term Loans elect lesser payments and (c) otherwise be reasonably acceptable to the Administrative Agent and each New Term Loan Bank. Notwithstanding the foregoing, the maturity date of any tranche of New Revolving Commitments or New Term Loans that is requested and incurred in connection with an acquisition or investment may be earlier than the Revolving Credit Maturity Date or any existing Term Loan Maturity Date (which may result in a weighted average life to maturity of such New Revolving Commitments or New Term Loans, as applicable, being shorter than the weighted average life to maturity of any existing Term Loans).

(d)On any Increased Amount Date on which New Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Credit Banks shall assign to each of the New Revolving Credit Banks, and each of the New Revolving Credit Banks shall purchase from each of the Revolving Credit Banks, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Credit Banks and New Revolving Credit Banks ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Commitments to the Revolving Commitments, (ii) each New Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (iii) each New Revolving Credit Bank shall become a Revolving Credit Bank with respect to its New Revolving Commitment and all matters relating thereto.

(e)On any Increased Amount Date on which any New Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Bank shall make a Term Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Bank shall become a Bank hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto.

(f)The Administrative Agent shall notify the Banks promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof (i) the New Revolving Commitments and the New Revolving Credit Banks or the New Term Loan Commitments and the New Term Loan Banks, as applicable, and (ii) in the case of each notice to any Revolving Credit Bank, the respective interests in such Revolving Credit Bank’s Revolving Loans, in each case subject to the assignments contemplated by this paragraph.

131

(g)The effectiveness of any Incremental Commitments and the availability of any Borrowings under any such Incremental Commitments shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and Borrowings and the use of proceeds thereof, (i) no Default or Event of Default has occurred and is continuing (or, solely with respect to any Incremental Commitments requested and incurred in connection with an acquisition or investment, in each case, permitted hereunder, then such condition may be limited to certain specified defaults customary for an acquisition financing; provided, that any such request for Incremental Commitments by the Borrower shall specify that such condition is to apply) and (ii) as of the last day of the most recent calendar quarter for which financial statements have been delivered pursuant to Section 5.1, the Borrower would have been in compliance with the financial covenants set forth in Section 5.8; (y) subject to customary “SunGard” or other “certain funds” conditionality provisions solely with respect to any Incremental Commitments requested and incurred in connection with an acquisition or investment, in each case, permitted hereunder (provided, that any such request for Incremental Commitments by the Borrower shall specify the conditionality provisions that are to apply) the representations and warranties made or deemed made by the Borrower in any Loan Document shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materiality”, “Material Adverse Effect” or a similar qualifier, in which case it shall be true and correct in all respects) on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materiality”, “Material Adverse Effect” or a similar qualifier, in which case it shall be true and correct in all respects) on and as of such earlier date); and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of all corporate or other necessary action taken by the Borrower to authorize such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrower (including in-house opinions in lieu of opinions of outside counsel, which may be in substantially the same form as delivered on the Closing Date), and addressed to the Administrative Agent and the applicable Banks, and (iii) if requested by any Bank, new Notes executed by the Borrower, payable to any new Bank, and replacement Notes executed by the Borrower, payable to any existing Bank.

(h)The Incremental Commitments shall be evidenced pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Revolving Credit Banks or New Term Loan Banks, as applicable, and the Administrative Agent, and each of which shall be recorded in the Register. Each Additional Credit Extension Amendment may, without the consent of any other Banks, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 9.17.

Section 9.18Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

132

Section 9.19Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the "Charges"), shall exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for, charged, taken, received or reserved by the Bank holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Bank in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Rate to the date of repayment, shall have been received by such Bank.

Section 9.20Transitional Arrangements.

(a)Existing Credit Agreement Superseded. This Agreement shall supersede the Existing Credit Agreement in its entirety, except as provided in this Section 9.20. On the Closing Date, (i) the Revolving Loans outstanding under the Existing Credit Agreement shall become Revolving Loans hereunder, (ii) the rights and obligations of the parties under the Existing Credit Agreement and the “Notes” defined therein shall be subsumed within and be governed by this Agreement and the Notes; provided however, that for purposes of this clause (ii) any of the “Obligations” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall, for purposes of this Agreement, be Obligations hereunder, (iii) this Agreement shall not in any way release or impair the rights, duties or Obligations created pursuant to the Existing Credit Agreement or any other Loan Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties and Obligations are assumed, ratified and affirmed by the Borrower; (iv) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; and (v) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of Banks or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby. The Banks’ interests in such Obligations, and participations in such Letters of Credit, shall be reallocated on the Closing Date in a cashless roll transaction in accordance with each Bank's applicable Revolving Commitment Percentages. On the Closing Date, (A) the loan commitment of each Bank that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Bank”) shall be terminated, all outstanding obligations owing to such Exiting Banks under the Existing Credit Agreement on the Closing Date shall be paid in full, and each Exiting Bank shall cease to be a Bank under this Agreement; provided, however, that, notwithstanding anything else provided herein or otherwise, any rights of an Exiting Bank under the Loan Documents that are intended by their express terms to survive termination of the Commitments and/or the repayment, satisfaction or discharge of obligations under any Loan

133

Document shall survive for such Exiting Bank hereunder, and (B) each Person listed on Schedule 1A attached to this Agreement shall be a Bank under this Agreement with the Revolving Commitment set forth opposite its name on such Schedule 1A. All existing Interest Periods outstanding under the Existing Credit Agreement shall remain in place on and after the Closing Date in accordance with their terms until the end of each such Interest Period, or the conversion or continuation thereof, or prepayment of the portion of the Loans subject to such Interest Period.

(b)Interest and Fees under Existing Credit Agreement. All interest and all commitment, facility and other fees and expenses owing or accruing under or in respect of the Existing Credit Agreement shall be calculated as of the Closing Date (prorated in the case of any fractional periods), and shall be paid on the Closing Date in accordance with the method specified in the Existing Credit Agreement as if such agreements were still in effect.

Section 9.21Confidentiality. Each of the Administrative Agent, the Fronting Banks and the Banks agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, auditors, consultants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and such Persons shall either agree or have a legal obligation to keep such Information confidential), (b) to the extent requested by any regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the prior written consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Fronting Bank or any Bank on a non-confidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, any Fronting Bank or any Bank on a non-confidential basis prior to disclosure by the Borrower. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Section 9.22No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged

134

breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto.

The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion, unless such other discretion is specified in this Agreement.

In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates<Affiliates> may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledge<acknowledges> that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

Section 9.23Acknowledgement 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 Affected Financial Institution arising under any Loan Document 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 party hereto 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;

135

(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 entity, 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.

Section 9.24Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for swap agreements or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

[Signature pages to follow]

136

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF KILROY REALTY CORPORATION

NAME OF SUBSIDIARY OR ORGANIZATION	STATE OF INCORPORATION OR FORMATION
Kilroy Realty, L.P.	Delaware
Kilroy Realty Finance Partnership, L.P.	Delaware
Kilroy Services, LLC	Delaware
Kilroy Realty TRS, Inc.	Delaware
Kilroy Realty Management, L.P.	Delaware
Kilroy Realty 303, LLC	Delaware
KR Westlake Terry, LLC	Delaware
KR 6255 Sunset, LLC	Delaware
KR MML 12701, LLC	Delaware
KR 690 Middlefield, LLC	Delaware
KR Lakeview, LLC	Delaware
KR Tribeca West, LLC	Delaware
KR Hollywood, LLC	Delaware
KR 350 Mission, LLC	Delaware
Fremont Lake Union Center, LLC	Delaware
KR 555 Mathilda, LLC	Delaware
KR Redwood City Member, LLC	Delaware
Redwood City Partners, LLC	Delaware
KR Vine, LLC	Delaware
KR 401 Terry, LLC	Delaware
KR Mission Bay, LLC	Delaware
KR Flower Mart, LLC	Delaware
KR SFFGA, LLC	Delaware
KR CFM, Inc.	California
KR 333 Dexter, LLC	Delaware
KR 330 Dexter, LLC	Delaware
KR 400 Aurora, LLC	Delaware
KR 401 Dexter, LLC	Delaware
KR 100 Hooper, LLC	Delaware
100 First Street Member, LLC	Delaware
KR 100 First Street Owner, LLC	Delaware
201 Third Street Member, LLC	Delaware
KR 201 Third Street Owner, LLC	Delaware
303 Second Street Member, LLC	Delaware
KR 303 Second Street Owner, LLC	Delaware
KR Terra Bella, LLC	Delaware
KR Menlo Park, LLC	Delaware
KR WMC, LLC	Delaware
KR 501 Santa Monica, LLC	Delaware
KR 12400 High Bluff, LLC	Delaware
KR Sunset Weho, LLC	Delaware
KR 1701 Page Mill, LLC	Delaware
KR Oyster Point Developer, LLC	Delaware
KR Crescent Beach, LLC	Delaware
KR Kettner, LLC	Delaware
Oyster Cove Marina Owner, LLC	Delaware
Oyster Cove Marina Owner Member, LLC	Delaware
KR OP Tech, LLC	Delaware
KR North PCH, LLC	Delaware
Kilroy Realty TRS 2, Inc.	Delaware

KR Oyster Point I, LLC	Delaware
KR Oyster Point II, LLC	Delaware
KR Oyster Point III, LLC	Delaware
Kilroy Realty TRS 3, Inc.	Delaware
KR 6th Ave, LLC	Delaware
KR 901 Park, LLC	Delaware
KR 1335 Broadway, LLC	Delaware
KR 1825 7th Ave, LLC	Delaware
KR Blackwelder, LLC	Delaware
KR Blackwelder Lessee, LLC	Delaware
KR Boardman, LLC	Delaware
901 16th St Manager, LLC	Delaware
901 16th St Member, LLC	Delaware
KR Manager, LLC	Delaware
Kilroy Realty TRS 4, Inc.	Delaware
KR 303 Second Street TRS, LLC	Delaware
KR 200 West 6th, LLC	Delaware
KR 2045 Pacific Highway, LLC	Delaware
KR 10615 Burnet, LLC	Delaware

EX-21.2

Exhibit 21.2

SUBSIDIARIES OF KILROY REALTY, L.P.

NAME OF SUBSIDIARY OR ORGANIZATION	STATE OF INCORPORATION OR FORMATION
Kilroy Services, LLC	Delaware
Kilroy Realty Finance Partnership, L.P.	Delaware
Kilroy Realty TRS, Inc.	Delaware
Kilroy Realty Management, L.P.	Delaware
Kilroy Realty 303, LLC	Delaware
KR Westlake Terry, LLC	Delaware
KR 6255 Sunset, LLC	Delaware
KR MML 12701, LLC	Delaware
KR 690 Middlefield, LLC	Delaware
KR Lakeview, LLC	Delaware
KR Tribeca West, LLC	Delaware
KR Hollywood, LLC	Delaware
KR 350 Mission, LLC	Delaware
Fremont Lake Union Center, LLC	Delaware
KR 555 Mathilda, LLC	Delaware
KR Redwood City Member, LLC	Delaware
Redwood City Partners, LLC	Delaware
KR Vine, LLC	Delaware
KR 401 Terry, LLC	Delaware
KR Mission Bay, LLC	Delaware
KR Flower Mart, LLC	Delaware
KR SFFGA, LLC	Delaware
KR 333 Dexter, LLC	Delaware
KR 330 Dexter, LLC	Delaware
KR 400 Aurora, LLC	Delaware
KR 401 Dexter, LLC	Delaware
KR 100 Hooper, LLC	Delaware
100 First Street Member, LLC	Delaware
KR 100 First Street Owner, LLC	Delaware
201 Third Street Member, LLC	Delaware
KR 201 Third Street Owner, LLC	Delaware
303 Second Street Member, LLC	Delaware
KR 303 Second Street Owner, LLC	Delaware
KR Terra Bella, LLC	Delaware
KR Menlo Park, LLC	Delaware
KR WMC, LLC	Delaware
KR 501 Santa Monica, LLC	Delaware
KR 12400 High Bluff, LLC	Delaware
KR Sunset Weho, LLC	Delaware
KR 1701 Page Mill, LLC	Delaware
KR Oyster Point Developer, LLC	Delaware
KR Crescent Beach, LLC	Delaware
KR Kettner, LLC	Delaware
Oyster Cove Marina Owner, LLC	Delaware
Oyster Cove Marina Owner Member, LLC	Delaware
KR OP Tech, LLC	Delaware
KR North PCH, LLC	Delaware
Kilroy Realty TRS 2, Inc.	Delaware

KR Oyster Point I, LLC	Delaware
KR Oyster Point II, LLC	Delaware
KR Oyster Point III, LLC	Delaware
Kilroy Realty TRS 3, Inc.	Delaware
KR 6th Ave, LLC	Delaware
KR 901 Park, LLC	Delaware
KR 1335 Broadway, LLC	Delaware
KR 1825 7th Ave, LLC	Delaware
KR Blackwelder, LLC	Delaware
KR Blackwelder Lessee, LLC	Delaware
KR Boardman, LLC	Delaware
901 16th St Member, LLC	Delaware
901 16th St Manager, LLC	Delaware
KR Manager, LLC	Delaware
Kilroy Realty TRS 4, Inc.	Delaware
KR 303 Second Street TRS, LLC	Delaware
KR 200 West 6th, LLC	Delaware
KR 2045 Pacific Highway, LLC	Delaware
KR 10615 Burnet, LLC	Delaware

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-267440 on Form S-3 and Registration Statement No. 333-239809 on Form S-8 of our reports dated February 10, 2023, relating to the financial statements of Kilroy Realty Corporation and the effectiveness of Kilroy Realty Corporation’s internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2022.

/s/ DELOITTE & TOUCHE LLP

Los Angeles, California

February 10, 2023

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-267440-01 on Form S-3 and Registration Statement No. 333-239809 on Form S-8 of our reports dated February 10, 2023, relating to the financial statements of Kilroy Realty, L.P. and the effectiveness of Kilroy Realty, L.P.’s internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2022.

/s/ DELOITTE & TOUCHE LLP

Los Angeles, California

February 10, 2023

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, John Kilroy, certify that:

1.I have reviewed this annual report on Form 10-K of Kilroy Realty Corporation;

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 officer 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 officer 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.

/s/ John Kilroy

John Kilroy

Chief Executive Officer

Date: February 10, 2023

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Eliott Trencher, certify that:

1.I have reviewed this annual report on Form 10-K of Kilroy Realty Corporation;

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 officer 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 officer 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.

/s/ Eliott Trencher

Eliott Trencher

Executive Vice President, Chief Financial Officer and
Chief Investment Officer

Date: February 10, 2023

EX-31.3

Exhibit 31.3

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, John Kilroy, certify that:

1.I have reviewed this annual report on Form 10-K of Kilroy Realty, L.P.;

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 officer 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 officer 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.

/s/ John Kilroy

John Kilroy

Chief Executive Officer

Kilroy Realty Corporation, sole general partner of
  Kilroy Realty, L.P.

Date: February 10, 2023

EX-31.4

Exhibit 31.4

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Eliott Trencher, certify that:

1.I have reviewed this annual report on Form 10-K of Kilroy Realty, L.P.;

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 officer 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 officer 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.

/s/ Eliott Trencher

Eliott Trencher

Executive Vice President, Chief Financial Officer and
Chief Investment Officer

Kilroy Realty Corporation, sole general partner of
Kilroy Realty, L.P.

Date: February 10, 2023

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Kilroy Realty Corporation (the “Company”) hereby certifies, to his knowledge, that:

(i)the accompanying Annual Report on Form 10-K of the Company for the year ended December 31, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John Kilroy
John Kilroy
Chief Executive Officer
Date:	February 10, 2023

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350, is not being filed as part of the Report or as a separate disclosure document, and is not being incorporated by reference into any filing of the Company or Kilroy Realty, L.P. under the Securities Act of 1933, as amended, or the Securities Act of 1934, as amended, (whether made before or after the date of the Report) irrespective of any general incorporation language contained in such filing. The signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

Certification of Chief Financial Officer

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Kilroy Realty Corporation (the “Company”) hereby certifies, to his knowledge, that:

(i)the accompanying Annual Report on Form 10-K of the Company for the year ended December 31, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Eliott Trencher
Eliott Trencher
Executive Vice President, Chief Financial Officer and Chief Investment Officer
Date:	February 10, 2023

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350, is not being filed as part of the Report or as a separate disclosure document, and is not being incorporated by reference into any filing of the Company or Kilroy Realty, L.P. under the Securities Act of 1933, as amended, or the Securities Act of 1934, as amended, (whether made before or after the date of the Report) irrespective of any general incorporation language contained in such filing. The signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.3

Exhibit 32.3

Certification of Chief Executive Officer

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Kilroy Realty Corporation, the sole general partner of Kilroy Realty, L.P. (the “Operating Partnership”), hereby certifies, to his knowledge, that:

(i)the accompanying Annual Report on Form 10-K of the Operating Partnership for the year ended December 31, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.

/s/ John Kilroy
John Kilroy
Chief Executive Officer
Kilroy Realty Corporation, sole general partner of Kilroy Realty, L.P.
Date:	February 10, 2023

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350, is not being filed as part of the Report or as a separate disclosure document, and is not being incorporated by reference into any filing of Kilroy Realty Corporation or the Operating Partnership under the Securities Act of 1933, as amended, or the Securities Act of 1934, as amended, (whether made before or after the date of the Report) irrespective of any general incorporation language contained in such filing. The signed original of this written statement required by Section 906 has been provided to the Operating Partnership and will be retained by the Operating Partnership and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.4

Exhibit 32.4

Certification of Chief Financial Officer

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Kilroy Realty Corporation, the sole general partner of Kilroy Realty, L.P. (the “Operating Partnership”), hereby certifies, to his knowledge, that:

(i)the accompanying Annual Report on Form 10-K of the Operating Partnership for the year ended December 31, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.

/s/ Eliott Trencher
Eliott Trencher
Executive Vice President, Chief Financial Officer and Chief Investment Officer
Kilroy Realty Corporation, sole general partner of Kilroy Realty, L.P.
Date:	February 10, 2023

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350, is not being filed as part of the Report or as a separate disclosure document, and is not being incorporated by reference into any filing of Kilroy Realty Corporation or the Operating Partnership under the Securities Act of 1933, as amended, or the Securities Act of 1934, as amended, (whether made before or after the date of the Report) irrespective of any general incorporation language contained in such filing. The signed original of this written statement required by Section 906 has been provided to the Operating Partnership and will be retained by the Operating Partnership and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Cover Page - USD ($)	12 Months Ended
	Dec. 31, 2022	Feb. 03, 2023	Jun. 30, 2022
Entity Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	1-12675
Entity Registrant Name	KILROY REALTY CORPORATION
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	95-4598246
Entity Address, Address Line One	12200 W. Olympic Boulevard
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90064
City Area Code	(310)
Local Phone Number	481-8400
Title of 12(b) Security	Common Stock, $.01 par value
Security Exchange Name	NYSE
Trading Symbol	KRC
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 6,078,528,830
Entity Common Stock, Shares Outstanding		117,087,139
Documents Incorporated by Reference	Portions of the Kilroy Realty Corporation’s Proxy Statement with respect to its 2023 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the registrant’s fiscal year are incorporated by reference into Part III of this Form 10-K.
Entity Central Index Key	0001025996
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Kilroy Realty L.P.
Entity Information [Line Items]
Current Fiscal Year End Date	--12-31
Entity File Number	000-54005
Entity Registrant Name	KILROY REALTY, L.P.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-4612685
Title of 12(g) Security	Common Units Representing Limited Partnership Interests
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Central Index Key	0001493976
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false

XML

Audit Information	12 Months Ended
	Dec. 31, 2022
Entity Information [Line Items]
Auditor Name	DELOITTE & TOUCHE LLP
Auditor Firm ID	34
Auditor Location	Los Angeles, California
Kilroy Realty L.P.
Entity Information [Line Items]
Auditor Name	DELOITTE & TOUCHE LLP
Auditor Firm ID	34
Auditor Location	Los Angeles, California

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
REAL ESTATE ASSETS (Notes 2, 3 and 4):
Land and improvements	$ 1,738,242	$ 1,731,982
Buildings and improvements	8,302,081	7,543,585
Undeveloped land and construction in progress	1,691,860	2,017,126
Total real estate assets held for investment	11,732,183	11,292,693
Accumulated depreciation and amortization	(2,218,710)	(2,003,656)
Total real estate assets held for investment, net	9,513,473	9,289,037
CASH AND CASH EQUIVALENTS (Note 22)	347,379	414,077
RESTRICTED CASH (Note 22)	0	13,006
MARKETABLE SECURITIES (Notes 16 and 19)	23,547	27,475
CURRENT RECEIVABLES, NET (Notes 2 and 6)	20,583	14,386
DEFERRED RENT RECEIVABLES, NET (Notes 2 and 6)	452,200	405,665
DEFERRED LEASING COSTS AND ACQUISITION-RELATED INTANGIBLE ASSETS, NET (Notes 2, 3 and 5)	250,846	234,458
RIGHT OF USE GROUND LEASE ASSETS (Note 18)	126,530	127,302
PREPAID EXPENSES AND OTHER ASSETS, NET (Note 7)	62,429	57,991
TOTAL ASSETS	10,796,987	10,583,397
LIABILITIES:
Secured debt, net (Notes 8, 9 and 19)	242,938	248,367
Unsecured debt, net (Notes 8, 9 and 19)	4,020,058	3,820,383
Accounts payable, accrued expenses and other liabilities (Note 18)	392,360	391,264
Ground lease liabilities (Note 18)	124,994	125,550
Accrued dividends and distributions (Notes 13 and 25)	64,285	61,850
Deferred revenue and acquisition-related intangible liabilities, net (Notes 2, 3, 5 and 10)	195,959	171,151
Rents received in advance and tenant security deposits	81,432	74,962
Total liabilities	5,122,026	4,893,527
COMMITMENTS AND CONTINGENCIES (Note 18)
Stockholders’ Equity (Note 13):
Common stock, $.01 par value, 280,000,000 shares authorized, 116,878,031 and 116,464,169 shares issued and outstanding, respectively	1,169	1,165
Additional paid-in capital	5,170,760	5,155,232
Retained earnings	265,118	283,663
Total stockholders’ equity	5,437,047	5,440,060
Noncontrolling Interests (Notes 2 and 11):
Common units of the Operating Partnership	53,524	53,746
Noncontrolling interests in consolidated property partnerships	184,390	196,064
Total noncontrolling interests	237,914	249,810
Total equity	5,674,961	5,689,870
TOTAL LIABILITIES AND EQUITY	$ 10,796,987	$ 10,583,397

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock, par value (dollars per share)	$ 0.01	$ 0.01
Common stock, authorized (in shares)	280,000,000	280,000,000
Common stock, shares issued (in shares)	116,878,031	116,464,169
Common stock, shares outstanding (in shares)	116,878,031	116,464,169

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenue, Product and Service [Extensible List]	Service [Member]	Service [Member]	Service [Member]
REVENUES (Note 2):
Rental income (Note 17)	$ 1,086,018	$ 948,994	$ 892,306
Other property income	10,969	6,046	6,091
Total revenues	1,096,987	955,040	898,397
EXPENSES:
Property expenses	202,744	165,702	155,118
Real estate taxes	105,869	93,209	92,218
Ground leases (Note 18)	7,565	7,421	8,891
General and administrative expenses (Note 15)	93,642	92,749	99,264
Leasing costs	4,879	3,249	4,493
Depreciation and amortization (Notes 2 and 5)	357,611	310,043	299,308
Total expenses	772,310	672,373	659,292
OTHER INCOME (EXPENSES) :
Interest and other income, net (Note 19)	1,765	3,916	3,424
Interest expense (Note 9)	(84,278)	(78,555)	(70,772)
Gains on sales of depreciable operating properties (Note 4)	17,329	463,128	35,536
Loss on early extinguishment of debt (Note 9)	0	(12,246)	0
Total other (expenses) income	(65,184)	376,243	(31,812)
NET INCOME	259,493	658,910	207,293
Net income attributable to noncontrolling common units of the Operating Partnership (Notes 2 and 11)	(2,283)	(6,163)	(2,869)
Net income attributable to noncontrolling interests in consolidated property partnerships (Notes 2 and 11)	(24,595)	(24,603)	(17,319)
Total income attributable to noncontrolling interests	(26,878)	(30,766)	(20,188)
Numerator for basic net income available to common stockholders	$ 232,615	$ 628,144	$ 187,105
Net income available to common stockholders per share (dollars per share)	$ 1.98	$ 5.38	$ 1.63
Net income available to common stockholders per share (dollars per share)	$ 1.97	$ 5.36	$ 1.63
Weighted average shares of common stock outstanding – basic (in shares)	116,806,575	116,429,130	113,241,341
Weighted average shares of common stock outstanding – diluted (in shares)	117,220,047	116,948,643	113,719,622

XML

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Total Stock- holders’ Equity	Common Stock	Additional Paid-in Capital	Retained Earnings (Distributions in Excess of Earnings)	Noncontrolling  Interests
Beginning balance (in shares) at Dec. 31, 2019			106,016,287
Beginning balance at Dec. 31, 2019	$ 4,570,858	$ 4,293,510	$ 1,060	$ 4,350,917	$ (58,467)	$ 277,348
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	207,293	187,105			187,105	20,188
Issuance of common stock (in shares)			8,897,110
Issuance of common stock	721,665	721,665	$ 89	721,576
Issuance of share-based compensation awards	4,441	4,441		4,441
Non-cash amortization of share-based compensation	37,624	37,624		37,624
Settlement of restricted stock units for shares of common stock (in shares)			441,416
Settlement of restricted stock units for shares of common stock	$ 0		$ 4	(4)
Repurchase of common stock and restricted stock units (in shares)	0		(191,699)
Repurchase of common stock and restricted stock units	$ (14,082)	(14,082)	$ (2)	(14,080)
Exchange of common units of the Operating Partnership (in shares)			872,713
Exchange of common units of the Operating Partnership	0	37,640	$ 9	37,631		(37,640)
Distributions to noncontrolling interests in consolidated property partnerships	(15,247)					(15,247)
Adjustment for noncontrolling interest in the Operating Partnership	0	(6,189)		(6,189)		6,189
Dividends declared per share of common stock and common unit	(235,231)	(231,771)			(231,771)	(3,460)
Ending balance (in shares) at Dec. 31, 2020			116,035,827
Ending balance at Dec. 31, 2020	5,277,321	5,029,943	$ 1,160	5,131,916	(103,133)	247,378
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	658,910	628,144			628,144	30,766
Issuance of share-based compensation awards	3,921	3,921		3,921
Non-cash amortization of share-based compensation	40,960	40,960		40,960
Exercise of stock options (in shares)			9,000
Exercise of stock options	383	383		383
Settlement of restricted stock units for shares of common stock (in shares)			785,805
Settlement of restricted stock units for shares of common stock	$ 0		$ 8	(8)
Repurchase of common stock and restricted stock units (in shares)	0		(366,463)
Repurchase of common stock and restricted stock units	$ (21,888)	(21,888)	$ (3)	(21,885)
Contributions from noncontrolling interests in consolidated property partnerships	1,559					1,559
Distributions to noncontrolling interests in consolidated property partnerships	(27,601)					(27,601)
Adjustment for noncontrolling interest in the Operating Partnership	0	(55)		(55)		55
Dividends declared per share of common stock and common unit	$ (243,695)	(241,348)			(241,348)	(2,347)
Ending balance (in shares) at Dec. 31, 2021	116,464,169		116,464,169
Ending balance at Dec. 31, 2021	$ 5,689,870	5,440,060	$ 1,165	5,155,232	283,663	249,810
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	259,493	232,615			232,615	26,878
Issuance of share-based compensation awards	3,607	3,607		3,607
Non-cash amortization of share-based compensation	34,793	34,793		34,793
Settlement of restricted stock units for shares of common stock (in shares)			745,248
Settlement of restricted stock units for shares of common stock	$ 0		$ 7	(7)
Repurchase of common stock and restricted stock units (in shares)	0		(331,386)
Repurchase of common stock and restricted stock units	$ (22,934)	(22,934)	$ (3)	(22,931)
Distributions to noncontrolling interests in consolidated property partnerships	(36,269)					(36,269)
Adjustment for noncontrolling interest in the Operating Partnership	0	66		66		(66)
Dividends declared per share of common stock and common unit	$ (253,599)	(251,160)			(251,160)	(2,439)
Ending balance (in shares) at Dec. 31, 2022	116,878,031		116,878,031
Ending balance at Dec. 31, 2022	$ 5,674,961	$ 5,437,047	$ 1,169	$ 5,170,760	$ 265,118	$ 237,914

XML

CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Stockholders' Equity [Abstract]
Dividends declared per share of common stock and common unit (dollars per share)	$ 2.12	$ 2.04	$ 1.97

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 259,493	$ 658,910	$ 207,293
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of real estate assets and leasing costs	350,665	303,799	290,353
Depreciation of non-real estate furniture, fixtures and equipment	6,946	6,244	8,955
Revenue (recoveries) reversals for doubtful accounts, net (Notes 2 and 17)	(123)	1,433	18,997
Non-cash amortization of share-based compensation awards (Note 15)	28,347	33,800	30,245
Non-cash amortization of deferred financing costs and net debt discounts	3,657	2,831	2,958
Non-cash amortization of net below market rents (Note 5)	(10,476)	(6,904)	(7,603)
Gains on sales of depreciable operating properties (Note 4)	(17,329)	(463,128)	(35,536)
Loss on early extinguishment of debt (Note 9)	0	12,246	0
Non-cash amortization of deferred revenue related to tenant-funded tenant improvements (Note 10)	(19,321)	(17,247)	(17,547)
Straight-line rents	(46,231)	(53,745)	(67,826)
Amortization of right of use ground lease assets	772	1,241	825
Net change in other operating assets	(12,606)	(6,077)	(3,685)
Net change in other operating liabilities	48,441	43,000	28,161
Net cash provided by operating activities	592,235	516,403	455,590
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for acquisitions of development properties and undeveloped land (Note 3)	(40,033)	(586,927)	0
Expenditures for development and redevelopment properties and undeveloped land	(453,774)	(552,837)	(486,565)
Expenditures for operating properties and other capital assets	(92,802)	(120,611)	(129,500)
Expenditures for acquisitions of operating properties (Note 3)	0	(537,429)	0
Net proceeds received from dispositions (Note 4)	33,416	1,048,927	74,937
Decrease (increase) in acquisition-related deposits	0	1,000	(1,000)
Net cash used in investing activities	(553,193)	(747,877)	(542,128)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments and repayments of secured debt (Note 9)	(5,555)	(5,341)	(5,137)
Financing costs (Note 9)	(6,432)	(12,032)	(6,594)
Borrowings on unsecured debt (Note 9)	200,000	0	0
Net proceeds from the issuance of unsecured debt (Note 9)	0	449,807	772,297
Repayments of unsecured debt (Note 9)	0	(312,105)	(150,000)
Borrowings on unsecured revolving credit facility	0	0	190,000
Repayments on unsecured revolving credit facility	0	0	(435,000)
Net proceeds from issuance of common stock	0	0	721,665
Repurchase of common stock and restricted stock units (Note 15)	(22,934)	(21,888)	(14,082)
Distributions to noncontrolling interests in consolidated property partnerships	(36,269)	(27,601)	(15,247)
Dividends and distributions paid to common stockholders and common unitholders	(247,556)	(237,355)	(224,578)
Proceeds from exercise of stock options	0	383	0
Contributions from noncontrolling interests in consolidated property partnerships	0	1,559	0
Net cash (used in) provided by financing activities	(118,746)	(164,573)	833,324
Net (decrease) increase in cash and cash equivalents and restricted cash	(79,704)	(396,047)	746,786
Cash and cash equivalents and restricted cash, beginning of year	427,083	823,130	76,344
Cash and cash equivalents and restricted cash, end of year	$ 347,379	$ 427,083	$ 823,130

XML

CONSOLIDATED BALANCE SHEETS (KILROY REALTY, L.P.) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
REAL ESTATE ASSETS (Notes 2, 3 and 4):
Land and improvements	$ 1,738,242	$ 1,731,982
Buildings and improvements	8,302,081	7,543,585
Undeveloped land and construction in progress	1,691,860	2,017,126
Total real estate assets held for investment	11,732,183	11,292,693
Accumulated depreciation and amortization	(2,218,710)	(2,003,656)
Total real estate assets held for investment, net	9,513,473	9,289,037
CASH AND CASH EQUIVALENTS (Note 23)	347,379	414,077
RESTRICTED CASH (Note 23)	0	13,006
MARKETABLE SECURITIES (Notes 16 and 19)	23,547	27,475
CURRENT RECEIVABLES, NET (Notes 2 and 6)	20,583	14,386
DEFERRED RENT RECEIVABLES, NET (Notes 2 and 6)	452,200	405,665
DEFERRED LEASING COSTS AND ACQUISITION-RELATED INTANGIBLE ASSETS, NET (Notes 2, 3 and 5)	250,846	234,458
RIGHT OF USE GROUND LEASE ASSETS (Note 18)	126,530	127,302
PREPAID EXPENSES AND OTHER ASSETS, NET (Note 7)	62,429	57,991
TOTAL ASSETS	10,796,987	10,583,397
LIABILITIES:
Secured debt	242,938	248,367
Unsecured debt, net (Notes 9 and 19)	4,020,058	3,820,383
Accounts payable, accrued expenses and other liabilities (Note 18)	392,360	391,264
Ground lease liabilities (Note 18)	124,994	125,550
Accrued distributions (Notes 14 and 25)	64,285	61,850
Deferred revenue and acquisition-related intangible liabilities, net (Notes 2, 3, 5 and 10)	195,959	171,151
Rents received in advance and tenant security deposits	81,432	74,962
Total liabilities	5,122,026	4,893,527
COMMITMENTS AND CONTINGENCIES (Note 18)
CAPITAL:
TOTAL LIABILITIES AND EQUITY	10,796,987	10,583,397
Kilroy Realty L.P.
REAL ESTATE ASSETS (Notes 2, 3 and 4):
Land and improvements	1,738,242	1,731,982
Buildings and improvements	8,302,081	7,543,585
Undeveloped land and construction in progress	1,691,860	2,017,126
Total real estate assets held for investment	11,732,183	11,292,693
Accumulated depreciation and amortization	(2,218,710)	(2,003,656)
Total real estate assets held for investment, net	9,513,473	9,289,037
CASH AND CASH EQUIVALENTS (Note 23)	347,379	414,077
RESTRICTED CASH (Note 23)	0	13,006
MARKETABLE SECURITIES (Notes 16 and 19)	23,547	27,475
CURRENT RECEIVABLES, NET (Notes 2 and 6)	20,583	14,386
DEFERRED RENT RECEIVABLES, NET (Notes 2 and 6)	452,200	405,665
DEFERRED LEASING COSTS AND ACQUISITION-RELATED INTANGIBLE ASSETS, NET (Notes 2, 3 and 5)	250,846	234,458
RIGHT OF USE GROUND LEASE ASSETS (Note 18)	126,530	127,302
PREPAID EXPENSES AND OTHER ASSETS, NET (Note 7)	62,429	57,991
TOTAL ASSETS	10,796,987	10,583,397
LIABILITIES:
Secured debt	242,938	248,367
Unsecured debt, net (Notes 9 and 19)	4,020,058	3,820,383
Accounts payable, accrued expenses and other liabilities (Note 18)	392,360	391,264
Ground lease liabilities (Note 18)	124,994	125,550
Accrued distributions (Notes 14 and 25)	64,285	61,850
Deferred revenue and acquisition-related intangible liabilities, net (Notes 2, 3, 5 and 10)	195,959	171,151
Rents received in advance and tenant security deposits	81,432	74,962
Total liabilities	5,122,026	4,893,527
COMMITMENTS AND CONTINGENCIES (Note 18)
CAPITAL:
Partner’s Capital - Common units, 116,878,031 and 116,464,169 held by the general partner and 1,150,574 and 1,150,574 held by common limited partners issued and outstanding, respectively (Note 14)	5,490,571	5,493,806
Noncontrolling interests in consolidated property partnerships and subsidiaries (Notes 2 and 12)	184,390	196,064
Total capital	5,674,961	5,689,870
TOTAL LIABILITIES AND EQUITY	$ 10,796,987	$ 10,583,397

XML

CONSOLIDATED BALANCE SHEETS (KILROY REALTY, L.P.) (Parenthetical) - Common Units - Kilroy Realty L.P. - shares	Dec. 31, 2022	Dec. 31, 2021
General partner, units issued (in shares)	116,878,031	116,464,169
General partner, units outstanding (in shares)	116,878,031	116,464,169
Limited partner, units issued (in shares)	1,150,574	1,150,574
Limited partner, units outstanding (in shares)	1,150,574	1,150,574

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (KILROY REALTY, L.P.) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue, Product and Service [Extensible List]	Service [Member]	Service [Member]	Service [Member]
REVENUES (Note 2):
Rental income (Note 17)	$ 1,086,018	$ 948,994	$ 892,306
Other property income	10,969	6,046	6,091
Total revenues	1,096,987	955,040	898,397
EXPENSES:
Property expenses	202,744	165,702	155,118
Real estate taxes	105,869	93,209	92,218
Ground leases (Note 18)	7,565	7,421	8,891
General and administrative expenses (Note 15)	93,642	92,749	99,264
Leasing costs	4,879	3,249	4,493
Depreciation and amortization (Notes 2 and 5)	357,611	310,043	299,308
Total expenses	772,310	672,373	659,292
OTHER INCOME (EXPENSES):
Interest and other income, net (Note 19)	1,765	3,916	3,424
Interest expense (Note 9)	(84,278)	(78,555)	(70,772)
Gains on sales of depreciable operating properties (Note 4)	17,329	463,128	35,536
Loss on early extinguishment of debt (Note 9)	0	(12,246)	0
Total other (expenses) income	(65,184)	376,243	(31,812)
NET INCOME	259,493	658,910	207,293
Net income attributable to noncontrolling interests in consolidated property partnerships and subsidiaries (Notes 2 and 12)	(26,878)	(30,766)	(20,188)
Numerator for basic net income available to common stockholders	$ 232,615	$ 628,144	$ 187,105
Net income available to common unitholders per unit (dollars per share)	$ 1.98	$ 5.38	$ 1.63
Net income available to common unitholders per unit (dollars per share)	$ 1.97	$ 5.36	$ 1.63
Weighted average common units outstanding - basic (in shares)	116,806,575	116,429,130	113,241,341
Weighted average common units outstanding - diluted (in shares)	117,220,047	116,948,643	113,719,622
Kilroy Realty L.P.
Revenue, Product and Service [Extensible List]	Service [Member]	Service [Member]	Service [Member]
REVENUES (Note 2):
Rental income (Note 17)	$ 1,086,018	$ 948,994	$ 892,306
Other property income	10,969	6,046	6,091
Total revenues	1,096,987	955,040	898,397
EXPENSES:
Property expenses	202,744	165,702	155,118
Real estate taxes	105,869	93,209	92,218
Ground leases (Note 18)	7,565	7,421	8,891
General and administrative expenses (Note 15)	93,642	92,749	99,264
Leasing costs	4,879	3,249	4,493
Depreciation and amortization (Notes 2 and 5)	357,611	310,043	299,308
Total expenses	772,310	672,373	659,292
OTHER INCOME (EXPENSES):
Interest and other income, net (Note 19)	1,765	3,916	3,424
Interest expense (Note 9)	(84,278)	(78,555)	(70,772)
Gains on sales of depreciable operating properties (Note 4)	17,329	463,128	35,536
Loss on early extinguishment of debt (Note 9)	0	(12,246)	0
Total other (expenses) income	(65,184)	376,243	(31,812)
NET INCOME	259,493	658,910	207,293
Net income attributable to noncontrolling interests in consolidated property partnerships and subsidiaries (Notes 2 and 12)	(24,595)	(24,603)	(17,684)
Numerator for basic net income available to common stockholders	$ 234,898	$ 634,307	$ 189,609
Net income available to common unitholders per unit (dollars per share)	$ 1.98	$ 5.38	$ 1.63
Net income available to common unitholders per unit (dollars per share)	$ 1.97	$ 5.36	$ 1.62
Weighted average common units outstanding - basic (in shares)	117,957,149	117,579,704	115,095,506
Weighted average common units outstanding - diluted (in shares)	118,370,621	118,099,217	115,573,787

XML

CONSOLIDATED STATEMENTS OF CAPITAL (KILROY REALTY, L.P.) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	$ 259,493	$ 658,910	$ 207,293
Non-cash amortization of share-based compensation	34,793	40,960	37,624
Distributions to noncontrolling interests in consolidated property partnerships	(36,269)	(27,601)	(15,247)
Noncontrolling Interests in Consolidated Property Partnerships and Subsidiaries
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	26,878	30,766	20,188
Distributions to noncontrolling interests in consolidated property partnerships	(36,269)	(27,601)	(15,247)
Kilroy Realty L.P.
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	5,689,870	5,277,321	4,570,858
Net income	259,493	658,910	207,293
Issuance of common units			721,665
Issuance of share-based compensation awards	3,607	3,921	4,441
Non-cash amortization of share-based compensation	34,793	40,960	37,624
Exercise of stock options		383
Repurchase and cancellation of common units and restricted stock units	(22,934)	(21,888)	(14,082)
Contributions from noncontrolling interests in consolidated property partnerships			0
Contributions of noncontrolling interests in consolidated subsidiary		(1,559)
Distributions to noncontrolling interests in consolidated property partnerships	(36,269)	(27,601)	(15,247)
Distributions declared per common unit	(253,599)	(243,695)	(235,231)
Ending balance	$ 5,674,961	$ 5,689,870	$ 5,277,321
Kilroy Realty L.P. | Partners’ Capital
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)	117,614,743	117,186,401	108,039,574
Beginning balance	$ 5,493,806	$ 5,079,818	$ 4,369,758
Net income	234,898	634,307	$ 189,609
Issuance of common units (in shares)			8,897,110
Issuance of common units			$ 721,665
Issuance of share-based compensation awards	3,607	3,921	4,441
Non-cash amortization of share-based compensation	$ 34,793	$ 40,960	$ 37,624
Exercise of stock options (in shares)		9,000
Exercise of stock options		$ 383
Settlement of restricted stock units (in shares)	745,248	785,805	441,416
Repurchase and cancellation of common units and restricted stock units (in shares)	(331,386)	(366,463)	(191,699)
Repurchase and cancellation of common units and restricted stock units	$ (22,934)	$ (21,888)	$ (14,082)
Contributions from noncontrolling interests in consolidated property partnerships			6,034
Distributions declared per common unit	$ (253,599)	$ (243,695)	$ (235,231)
Ending balance (in shares)	118,028,605	117,614,743	117,186,401
Ending balance	$ 5,490,571	$ 5,493,806	$ 5,079,818
Kilroy Realty L.P. | Noncontrolling Interests in Consolidated Property Partnerships and Subsidiaries
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	196,064	197,503	201,100
Net income	24,595	24,603	17,684
Contributions from noncontrolling interests in consolidated property partnerships			(6,034)
Contributions of noncontrolling interests in consolidated subsidiary		(1,559)
Distributions to noncontrolling interests in consolidated property partnerships	(36,269)	(27,601)	(15,247)
Ending balance	$ 184,390	$ 196,064	$ 197,503

XML

CONSOLIDATED STATEMENTS OF CAPITAL (KILROY REALTY, L.P.) (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Kilroy Realty L.P.
Distributions declared per common unit (dollars per share)	$ 2.12	$ 2.04	$ 1.97

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (KILROY REALTY, L.P.) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 259,493	$ 658,910	$ 207,293
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of real estate assets and leasing costs	350,665	303,799	290,353
Depreciation of non-real estate furniture, fixtures and equipment	6,946	6,244	8,955
Revenue (recoveries) reversals for doubtful accounts, net (Notes 2 and 17)	(123)	1,433	18,997
Non-cash amortization of share-based compensation awards (Note 15)	28,347	33,800	30,245
Non-cash amortization of deferred financing costs and net debt discounts	3,657	2,831	2,958
Non-cash amortization of net below market rents (Note 5)	(10,476)	(6,904)	(7,603)
Gains on sales of depreciable operating properties (Note 4)	(17,329)	(463,128)	(35,536)
Loss on early extinguishment of debt (Note 9)	0	12,246	0
Non-cash amortization of deferred revenue related to tenant-funded tenant improvements (Note 10)	(19,321)	(17,247)	(17,547)
Straight-line rents	(46,231)	(53,745)	(67,826)
Amortization of right of use ground lease assets	772	1,241	825
Net change in other operating assets	(12,606)	(6,077)	(3,685)
Net change in other operating liabilities	48,441	43,000	28,161
Net cash provided by operating activities	592,235	516,403	455,590
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for acquisitions of development properties and undeveloped land (Note 3)	(40,033)	(586,927)	0
Expenditures for development and redevelopment properties and undeveloped land	(453,774)	(552,837)	(486,565)
Expenditures for operating properties and other capital assets	(92,802)	(120,611)	(129,500)
Expenditures for acquisitions of operating properties (Note 3)	0	(537,429)	0
Net proceeds received from dispositions (Note 4)	33,416	1,048,927	74,937
Decrease (increase) in acquisition-related deposits	0	1,000	(1,000)
Net cash used in investing activities	(553,193)	(747,877)	(542,128)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments and repayments of secured debt (Note 9)	(5,555)	(5,341)	(5,137)
Financing costs (Note 9)	(6,432)	(12,032)	(6,594)
Borrowings on unsecured debt (Note (9)	200,000	0	0
Net proceeds from the issuance of unsecured debt (Note 9)	0	449,807	772,297
Repayments of unsecured debt (Note 9)	0	(312,105)	(150,000)
Borrowings on unsecured revolving credit facility	0	0	190,000
Repayments on unsecured revolving credit facility	0	0	(435,000)
Net proceeds from issuance of common units	0	0	721,665
Repurchase of common stock and restricted stock units (Note 15)	(22,934)	(21,888)	(14,082)
Distributions to noncontrolling interests in consolidated property partnerships	(36,269)	(27,601)	(15,247)
Dividends and distributions paid to common stockholders and common unitholders	(247,556)	(237,355)	(224,578)
Proceeds from exercise of stock options	0	383	0
Contributions from noncontrolling interests in consolidated property partnerships	0	1,559	0
Net cash (used in) provided by financing activities	(118,746)	(164,573)	833,324
Net (decrease) increase in cash and cash equivalents and restricted cash	(79,704)	(396,047)	746,786
Cash and cash equivalents and restricted cash, beginning of year	427,083	823,130	76,344
Cash and cash equivalents and restricted cash, end of year	347,379	427,083	823,130
Kilroy Realty L.P.
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	259,493	658,910	207,293
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of real estate assets and leasing costs	350,665	303,799	290,353
Depreciation of non-real estate furniture, fixtures and equipment	6,946	6,244	8,955
Revenue (recoveries) reversals for doubtful accounts, net (Notes 2 and 17)	(123)	1,433	18,997
Non-cash amortization of share-based compensation awards (Note 15)	28,347	33,800	30,245
Non-cash amortization of deferred financing costs and net debt discounts	3,657	2,831	2,958
Non-cash amortization of net below market rents (Note 5)	(10,476)	(6,904)	(7,603)
Gains on sales of depreciable operating properties (Note 4)	(17,329)	(463,128)	(35,536)
Loss on early extinguishment of debt (Note 9)	0	12,246	0
Non-cash amortization of deferred revenue related to tenant-funded tenant improvements (Note 10)	(19,321)	(17,247)	(17,547)
Straight-line rents	(46,231)	(53,745)	(67,826)
Amortization of right of use ground lease assets	772	1,241	825
Net change in other operating assets	(12,606)	(6,077)	(3,685)
Net change in other operating liabilities	48,441	43,000	28,161
Net cash provided by operating activities	592,235	516,403	455,590
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for acquisitions of development properties and undeveloped land (Note 3)	(40,033)	(586,927)	0
Expenditures for development and redevelopment properties and undeveloped land	(453,774)	(552,837)	(486,565)
Expenditures for operating properties and other capital assets	(92,802)	(120,611)	(129,500)
Expenditures for acquisitions of operating properties (Note 3)	0	(537,429)	0
Net proceeds received from dispositions (Note 4)	33,416	1,048,927	74,937
Decrease (increase) in acquisition-related deposits	0	1,000	(1,000)
Net cash used in investing activities	(553,193)	(747,877)	(542,128)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments and repayments of secured debt (Note 9)	(5,555)	(5,341)	(5,137)
Financing costs (Note 9)	(6,432)	(12,032)	(6,594)
Borrowings on unsecured debt (Note (9)	200,000	0	0
Net proceeds from the issuance of unsecured debt (Note 9)	0	449,807	772,297
Repayments of unsecured debt (Note 9)	0	(312,105)	(150,000)
Borrowings on unsecured revolving credit facility	0	0	190,000
Repayments on unsecured revolving credit facility	0	0	(435,000)
Net proceeds from issuance of common units	0	0	721,665
Repurchase of common stock and restricted stock units (Note 15)	(22,934)	(21,888)	(14,082)
Distributions to noncontrolling interests in consolidated property partnerships	(36,269)	(27,601)	(15,247)
Dividends and distributions paid to common stockholders and common unitholders	(247,556)	(237,355)	(224,578)
Proceeds from exercise of stock options	0	383	0
Contributions from noncontrolling interests in consolidated property partnerships	0	1,559	0
Net cash (used in) provided by financing activities	(118,746)	(164,573)	833,324
Net (decrease) increase in cash and cash equivalents and restricted cash	(79,704)	(396,047)	746,786
Cash and cash equivalents and restricted cash, beginning of year	427,083	823,130	76,344
Cash and cash equivalents and restricted cash, end of year	$ 347,379	$ 427,083	$ 823,130

XML

Organization and Ownership

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Ownership

Organization and Ownership

Kilroy Realty Corporation (the “Company”) is a self-administered real estate investment trust (“REIT”) active in premier office, life science and mixed-use submarkets in the United States. We own, develop, acquire and manage real estate assets, consisting primarily of Class A properties in Greater Los Angeles, San Diego County, the San Francisco Bay Area, Greater Seattle and Austin, Texas, which we believe have strategic advantages and strong barriers to entry. Class A real estate encompasses attractive and efficient buildings of high quality that are attractive to tenants, are well-designed and constructed with above-average material, workmanship and finishes and are well-maintained and managed. We qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). The Company’s common stock is publicly traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “KRC.”

We own our interests in all of our real estate assets through Kilroy Realty, L.P. (the “Operating Partnership”). We generally conduct substantially all of our operations through the Operating Partnership. Unless stated otherwise or the context indicates otherwise, the terms “Kilroy Realty Corporation” or the “Company,” “we,” “our,” and “us” refer to Kilroy Realty Corporation and its consolidated subsidiaries and the term “Operating Partnership” refers to Kilroy Realty, L.P. and its consolidated subsidiaries. The descriptions of our business, employees, and properties apply to both the Company and the Operating Partnership.

Our stabilized portfolio of operating properties was comprised of the following properties at December 31, 2022:

	Number of Buildings	Rentable Square Feet (unaudited)	Number of Tenants	Percentage  Occupied (unaudited)(1)		Percentage Leased (unaudited)
Stabilized Office Properties (2)	119	16,194,146	406	91.6	%	92.9	%

_______________________

(1)Represents economic occupancy.

(2)Includes stabilized life science and retail space.

	Number of Projects	Number of Units	2022 Average Occupancy (unaudited)
Stabilized Residential Properties	3	1,001	93.5	%

Our stabilized portfolio includes all of our properties with the exception of development properties currently committed for construction, under construction, or in the tenant improvement phase, redevelopment properties under construction, undeveloped land and real estate assets held for sale. We define redevelopment properties as those properties for which we expect to spend significant development and construction costs on the existing or acquired buildings pursuant to a formal plan, the intended result of which is a higher economic return on the property. We define properties in the tenant improvement phase as office and life science properties that we are developing or redeveloping where the project has reached cold shell condition and is ready for tenant improvements, which may require additional major base building construction before being placed in service. Projects in the tenant improvement phase are added to our stabilized portfolio once the project reaches the earlier of 95% occupancy or one year from the date of the cessation of major base building construction activities. Costs capitalized to construction in progress for development and redevelopment properties are transferred to land and improvements, buildings and improvements, and deferred leasing costs on our consolidated balance sheets at the historical cost of the property as the projects or phases of projects are placed in service.

During the year ended December 31, 2022, we added two development projects and two redevelopment projects to our stabilized portfolio consisting of four buildings totaling 1,114,704 square feet of office and life science space in Seattle, Washington and San Diego, California. We did not have any properties held for sale at December 31, 2022. As of December 31, 2022, the following properties were excluded from our stabilized portfolio:

	Number of Properties/Projects	Estimated Rentable Square Feet (1) (unaudited)
In-process development projects - tenant improvement	1	734,000
In-process development projects - under construction	2	946,000
In-process redevelopment projects - under construction	2	100,000

____________________

(1)Estimated rentable square feet upon completion.

Our stabilized portfolio also excludes our future development pipeline, which as of December 31, 2022 was comprised of eight future development sites, representing approximately 64 gross acres of undeveloped land.

As of December 31, 2022, all of our properties, development projects and redevelopment projects were owned and all of our business was conducted in the state of California with the exception of ten stabilized office properties and one future development project located in the state of Washington and one development project in the tenant improvement phase and one future development project in Austin, Texas. All of our properties, development projects and redevelopment projects are 100% owned, excluding four office properties owned by three consolidated property partnerships. Two of the three consolidated property partnerships, 100 First Street Member, LLC (“100 First LLC”) and 303 Second Street Member, LLC (“303 Second LLC”), each owned one office property in San Francisco, California through subsidiary REITs. As of December 31, 2022, the Company owned a 56% common equity interest in both 100 First LLC and 303 Second LLC. The third consolidated property partnership, Redwood City Partners, LLC (“Redwood LLC”) owned two office properties in Redwood City, California. As of December 31, 2022, the Company owned an approximate 93% common equity interest in Redwood LLC. The remaining interests in all three property partnerships were owned by unrelated third parties.

As of December 31, 2022, the Company owned an approximate 99.0% common general partnership interest in the Operating Partnership. The remaining approximate 1.0% common limited partnership interest in the Operating Partnership as of December 31, 2022 was owned by non-affiliated investors and certain of our executive officers and directors. Both the general and limited common partnership interests in the Operating Partnership are denominated in common units. Generally, the number of common units held by the Company is equivalent to the number of outstanding shares of the Company’s common stock, and the rights of all the common units to quarterly distributions and payments in liquidation mirror those of the Company’s common stockholders. The common limited partners have certain redemption rights as provided in the Operating Partnership’s Seventh Amended and Restated Agreement of Limited Partnership, as amended, the “Partnership Agreement”. With the exception of the Operating Partnership and our consolidated property partnerships, all of our subsidiaries are wholly-owned.

XML

Basis of Presentation and Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Basis of Presentation and Significant Accounting Policies [Abstract]

Basis of Presentation and Significant Accounting Policies

Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The consolidated financial statements of the Company include the consolidated financial position and results of operations of the Company, the Operating Partnership, 303 Second LLC, 100 First LLC, Redwood LLC and all of our wholly-owned and controlled subsidiaries. The consolidated financial statements of the Operating Partnership include the consolidated financial position and results of operations of the Operating Partnership, 303 Second LLC, 100 First LLC, Redwood LLC and all of our wholly-owned and controlled subsidiaries. All intercompany balances and transactions have been eliminated in the consolidated financial statements.

Partially Owned Entities and Variable Interest Entities

At December 31, 2022 and 2021, the consolidated financial statements of the Company included two VIEs in addition to the Operating Partnership: 100 First LLC and 303 Second LLC. At December 31, 2022 and 2021, the Company and the Operating Partnership were determined to be the primary beneficiaries of these two VIEs since we had the ability to control the activities that most significantly impact each of the VIEs’ economic performance. As of December 31, 2022, the two VIEs’ total assets, liabilities and noncontrolling interests included on our consolidated balance sheet were approximately $438.7 million (of which $362.7 million related to real estate held for investment), approximately $31.5 million and approximately $179.4 million, respectively. At December 31, 2021, the two VIEs’ total assets, liabilities and noncontrolling interests included on our consolidated balance sheet were approximately $462.3 million (of which $377.9 million related to real estate held for investment on our consolidated balance sheet), approximately $28.1 million and approximately $190.7 million, respectively. Revenues, income and net assets generated by 100 First LLC and 303 Second LLC may only be used to settle their contractual obligations, which primarily consist of operating expenses, capital expenditures and required distributions.

Our accounting policy is to consolidate entities in which we have a controlling financial interest and significant decision making control over the entity's operations. In determining whether we have a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider factors such as ownership interest, board representation, management representation, size of our investment (including loans), authority to control decisions, and contractual and substantive participating rights of the members. In addition to evaluating control rights, we consolidate entities in which the other members have no substantive kick-out rights to remove the Company as the managing member.

Entities in which the equity investors do not have sufficient equity at risk to finance their endeavors without additional financial support or the holders of the equity investment at risk do not have a controlling financial interest are VIEs. We evaluate whether an entity is a VIE and whether we are the primary beneficiary. We are deemed to be the primary beneficiary of a VIE when we have the power to direct the activities of the VIE that most significantly impact the VIEs’ economic performance and the obligation to absorb losses or receive benefits that could potentially be significant to the VIE.

If the requirements for consolidation are not met, the Company would account for investments under the equity method of accounting if we have the ability to exercise significant influence over the entity. Equity method investments would be initially recorded at cost and subsequently adjusted for our share of net income or loss and cash contributions and distributions each period. The Company did not have any equity method investments at December 31, 2022 or 2021.

Significant Accounting Policies

Revenue Recognition

Rental revenue for office, life science and retail operating properties is our principal source of revenue. We recognize revenue from base rent (fixed lease payments), additional rent (variable lease payments, which consist of amounts due from tenants for common area maintenance, real estate taxes, and other recoverable costs), parking and other lease-related revenue once all of the following criteria are met: (i) the agreement has been fully executed and delivered, (ii) services have been rendered, (iii) the amount is fixed or determinable and (iv) payment has been received or the collectability of substantially all of the amount due is probable. Minimum annual rental revenues are recognized in rental revenues on a straight-line basis over the non-cancellable term of the related lease.

Base Rent

The timing of when we commence rental revenue recognition for office, life science and retail properties depends largely on our conclusion as to whether the Company or the tenant is the owner for accounting purposes of tenant improvements at the leased property. When we conclude that the Company is the owner of tenant improvements for accounting purposes, we record the cost to construct the tenant improvements as an asset and commence rental revenue recognition when the tenant takes possession of or controls the finished space, which is generally when tenant improvements being recorded as our assets are substantially complete. In certain instances, when we conclude that the tenant is the owner of certain tenant improvements for accounting purposes, rental revenue recognition begins when the tenant takes possession or controls the physical use of the leased space. The determination of who owns the tenant improvements is made on a lease-by-lease basis and has a significant effect on the timing of commencement of revenue recognition. Further, the Company may deliver leased space in phases, rather than for an entire building or project, resulting in various revenue commencement dates for a particular lease, which involves significant judgment surrounding when the tenant takes possession of or controls each respective phase, building or project.

When we conclude that the Company is the owner of tenant improvements for accounting purposes, we record the cost to construct the tenant improvements, including costs paid for or reimbursed by the tenants, as an asset. For these tenant-funded tenant improvements, we record the amount funded by or reimbursed by tenants as deferred revenue, which is amortized and recognized as rental income on a straight-line basis over the term of the related lease.

When we conclude that the tenant is the owner of certain tenant improvements for accounting purposes, we record our contribution towards those tenant-owned improvements as a lease incentive, which is included in deferred leasing costs and acquisition-related intangible assets, net on our consolidated balance sheets and amortized as a reduction to rental revenue on a straight-line basis over the term of the related lease.

For residential properties, we commence revenue recognition upon lease commencement. Residential rental revenue is recognized on a straight-line basis over the term of the related lease, net of any concessions.

When a lease is amended, which may occur from time to time, we determine whether (1) an additional right of use not included in the original lease is being granted as a result of the modification, and (2) there is an increase in the lease payments that is commensurate with the standalone price for the additional right of use. If both of those conditions are met, the amendment is accounted for as a separate lease contract. If either of those conditions are not met, the amendment is accounted for as a lease modification. Most of our lease amendments are accounted for as a modification of our operating leases which will likely require us to reassess both the lease term and fixed lease payments, including considering any prepaid or deferred rent receivables relating to the original lease, as a part of the lease payments for the modified lease.

Termination options in some of our leases allow the tenant to terminate the lease, in part or in whole, prior to the end of the lease term under certain circumstances. Termination options require advance notification from the tenant and payment of a termination fee that reimburses us for a portion of the remaining rent under the original lease term and the net book value of lease inception costs such as commissions, tenant improvements and lease

incentives. Termination fee income, included in rental income, is recognized on a straight-line basis from the date of notification of early termination through lease expiration when the amount of the fee is determinable and collectability of the fee is probable. This fee income is reduced on a straight-line basis by any deferred rent receivable related to the lease projected at the date of tenant vacancy.

Additional Rent - Reimbursements from Tenants

Additional rent, consisting of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs, are recognized in rental income in the period the recoverable costs are incurred. Additional rent where we pay the associated costs directly to third-party vendors and are reimbursed by our tenants are recognized and recorded on a gross basis, with the corresponding expense recognized in property expenses or real estate taxes.

Other Property Income

Other property income primarily includes amounts recorded in connection with transient daily parking, tenant bankruptcy settlement payments, broken deal income and property damage settlement related payments. Other property income also includes miscellaneous income from tenants, restoration fees and fees for late rental payments. Amounts recorded within other property income fall within the scope of ASC Topic 606 “Revenue from Contracts with Customers” and are recognized as revenue at the point in time when control of the goods or services transfers to the customer and our performance obligation is satisfied.

Uncollectible Lease Receivables and Allowances for Tenant and Deferred Rent Receivables

We carry our current and deferred rent receivables net of allowances for amounts that may not be collected. These allowances are increased or decreased through rental income, and our determination of the adequacy of the Company’s allowances for tenant receivables includes a binary assessment of whether or not substantially all of the amounts due under a tenant’s lease agreement are probable of collection. Such assessment involves using a methodology that incorporates a specific identification analysis and an aging analysis and considers the current economic and business environment. This determination requires significant judgment and estimates about matters that are uncertain at the time the estimates are made, including the creditworthiness of specific tenants, specific industry trends and conditions, and general economic trends and conditions. For leases that are deemed probable of collection, revenue continues to be recorded on a straight-line basis over the lease term. For leases that are deemed not probable of collection, revenue is recorded as the lesser of (i) the amount which would be recognized on a straight-line basis or (ii) cash that has been received from the tenant, including deferred revenue, with any tenant and deferred rent receivable balances charged as a direct write-off against rental income in the period of the change in the collectability determination. If the collectability determination subsequently changes to being probable of collection for leases for which revenue is recorded based on cash received from the tenant, we resume recognizing revenue, including deferred revenue, on a straight-line basis and recognize incremental revenue related to the reinstatement of cumulative deferred rent receivable and deferred revenue balances, as if revenue had been recorded on a straight-line basis since the inception of the lease.

For tenant and deferred rent receivables associated with leases whose rents are deemed probable of collection, we may record an allowance under other authoritative GAAP using a methodology that incorporates a specific identification analysis and an aging analysis and considers the current economic and business environment. This determination requires significant judgment and estimates about matters that are uncertain at the time the estimates are made, including the creditworthiness of specific tenants, specific industry trends and conditions, and general economic trends and conditions. Tenant and deferred rent receivables deemed probable of collection are carried net of allowances for uncollectible accounts, with increases or decreases in the allowances recorded through rental income on our consolidated statements of operations.

Current tenant receivables consist primarily of amounts due for contractual lease payments and reimbursements of common area maintenance expenses, property taxes, and other costs recoverable from tenants. With respect to the allowance for uncollectible tenant receivables, the specific identification methodology analysis relies on factors such as the age and nature of the receivables, the payment history and financial condition of the tenant, our

assessment of the tenant’s ability to meet its lease obligations, and the status of negotiations of any disputes with the tenant.

Deferred rent receivables represent the amount by which the cumulative straight-line rental revenue recorded to date exceeds cash rents billed to date under the lease agreement. With respect to the allowance for deferred rent receivables, given the longer-term nature of these receivables, the specific identification methodology analysis evaluates each of our significant tenants and any tenants on our internal watchlist and relies on factors such as each tenant’s financial condition and its ability to meet its lease obligations. We evaluate our reserve levels quarterly based on changes in the financial condition of tenants and our assessment of the tenant’s ability to meet its lease obligations, overall economic conditions, and the current business environment.

Acquisitions

Acquisitions of operating properties and development and redevelopment opportunities generally do not meet the definition of a business and are accounted for as asset acquisitions, as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. For these asset acquisitions, we record the acquired tangible and intangible assets and assumed liabilities based on each asset’s and liability’s relative fair value at the acquisition date of the total purchase price plus any capitalized acquisition costs. We record the acquired tangible and intangible assets and assumed liabilities of acquisitions of operating properties and development and redevelopment opportunities that meet the accounting criteria to be accounted for as business combinations at fair value at the acquisition date. Transaction costs associated with asset acquisitions, including costs incurred during negotiation, are capitalized in addition to the purchase price of the acquisition.

The acquired assets and assumed liabilities for an acquisition generally include but are not limited to (i) land and improvements, buildings and improvements, undeveloped land and construction in progress and (ii) identified tangible and intangible assets and liabilities associated with in-place leases, including tenant improvements, leasing costs, value of above-market and below-market operating leases and ground leases, acquired in-place lease values and tenant relationships, if any. Any debt assumed and equity (including common units of the Operating Partnership) issued in connection with a property acquisition is recorded at fair value on the date of acquisition.

The fair value of land and improvements is derived from comparable sales of land and improvements within the same submarket and/or region. The fair value of buildings and improvements, tenant improvements and leasing costs considers the value of the property as if it was vacant as well as current replacement costs and other relevant market rate information.

The fair value of the above-market or below-market component of an acquired in-place operating lease is based upon the present value (calculated using a market discount rate) of the difference between (i) the contractual rents to be paid pursuant to the lease over its remaining non-cancellable lease term and (ii) our estimate of the rents that would be paid using fair market rental rates and rent escalations at the date of acquisition measured over the remaining non-cancellable term of the lease for above-market operating leases and the initial non-cancellable term plus the term of any below-market fixed rate renewal options, if applicable, for below-market operating leases. Our below-market operating leases generally do not include fixed rate or below-market renewal options. The amounts recorded for above-market operating leases are included in deferred leasing costs and acquisition-related intangible assets, net on the balance sheet and are amortized on a straight-line basis as a reduction of rental income over the remaining term of the applicable leases. The amounts recorded for below-market operating leases are included in deferred revenue and acquisition-related intangible liabilities, net on the balance sheet and are amortized on a straight-line basis as an increase to rental income over the remaining term of the applicable leases plus the term of any below-market fixed rate renewal options, if applicable. The amortization of a below-market ground lease obligation is recorded as an increase to ground lease expense in the consolidated statements of operations for the periods presented. The amortization of an above-market ground lease obligation is recorded as a decrease to ground lease expense in the consolidated statements of operations for the periods presented.

The fair value of acquired in-place leases is derived based on our assessment of lost revenue and costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased. The amount recorded for acquired in-place leases is included in deferred leasing costs and acquisition-related intangible assets,

net on the balance sheet and amortized as an increase to depreciation and amortization expense over the remaining term of the applicable leases. Fully amortized intangible assets are written off each quarter.

Operating Properties

Operating properties are generally carried at historical cost less accumulated depreciation. Properties held for sale are reported at the lower of the carrying value or the fair value less estimated cost to sell. The cost of operating properties includes the purchase price or development costs of the properties. Costs incurred for the renovation and betterment of the operating properties are capitalized to our investment in that property. Maintenance and repairs are charged to expense as incurred.

When evaluating properties to be held and used for potential impairment, we first evaluate whether there are any indicators of impairment for any of our properties. If any impairment indicators are present for a specific property, we then evaluate the regional market conditions that could reasonably affect the property. If there are negative changes and trends in that regional market, we then perform an undiscounted cash flow analysis and compare the net carrying amount of the property to the property’s estimated undiscounted future cash flow over the anticipated holding period. If the estimated undiscounted future cash flow is less than the net carrying amount of the property, we perform an impairment loss calculation to determine if the fair value of the property is less than the net carrying value of the property. Our impairment loss calculation compares the net carrying amount of the property to the property’s estimated fair value, which may be based on estimated discounted future cash flow calculations or third-party valuations or appraisals. We would recognize an impairment loss if the property's net carrying amount exceeds the property's estimated fair value. If we were to recognize an impairment loss, the estimated fair value of the property becomes its new cost basis. For a depreciable long-lived asset, the new cost basis would be depreciated (amortized) over the remaining useful life of that asset.

Cost Capitalization

All costs clearly associated with the development, redevelopment and construction of a property are capitalized as project costs, including internal compensation costs. In addition, the following costs are capitalized as project costs during periods in which activities necessary to prepare development and redevelopment properties for their intended use are in progress: pre-construction costs essential to the development of the property, interest, real estate taxes and insurance.

•For office, life science and retail development and redevelopment properties that are pre-leased, we cease capitalization when revenue recognition commences, which is upon substantial completion of tenant improvements deemed to be the Company’s asset for accounting purposes.

•For office, life science and retail development and redevelopment properties that are not pre-leased, we may not immediately build out the tenant improvements. Therefore, we cease capitalization when revenue recognition commences upon substantial completion of the tenant improvements deemed to be the Company’s asset for accounting purposes, but in any event, no later than one year after the cessation of major base building construction activities. We also cease capitalization on a development or redevelopment property when activities necessary to prepare the property for its intended use have been suspended.

•For office, life science and retail development or redevelopment properties with multiple tenants and phased leasing, we cease capitalization and begin depreciation on the portion of the development or redevelopment property for which revenue recognition has commenced.

•For residential development properties, we cease capitalization when the property is substantially complete and available for occupancy.

Once major base building construction activities have ceased and the development or redevelopment property or phases of the development or redevelopment project is placed in service, which may occur in phases or for an entire building or project, the costs capitalized to construction in progress are transferred to land and improvements,

buildings and improvements, and deferred leasing costs on our consolidated balance sheets as the historical cost of the property.

Depreciation and Amortization of Buildings and Improvements

The costs of buildings and improvements and tenant improvements are depreciated using the straight-line method of accounting over the estimated useful lives set forth in the table below. Depreciation expense for buildings and improvements for the three years ended December 31, 2022, 2021, and 2020 was $287.8 million, $256.3 million, and $244.8 million, respectively.

Asset Description	Depreciable Lives
Buildings and improvements	25 – 40 years
Tenant improvements	1 – 20 years (1)

____________________

(1)Tenant improvements are amortized over the shorter of the lease term or the estimated useful life. 

Real Estate Assets Held for Sale, Dispositions and Discontinued Operations

A real estate asset is classified as held for sale when certain criteria are met, including but not limited to the availability of the asset for immediate sale, the existence of an active program to locate a buyer and the probable sale or transfer of the asset within one year. If such criteria are met, we present the applicable assets and liabilities related to the real estate asset, if material, separately on the balance sheet as held for sale and we would cease to record depreciation and amortization expense. Real estate assets held for sale are reported at the lower of their carrying value or their estimated fair value less the estimated costs to sell. As of December 31, 2022 and 2021, we did not have any properties classified as held for sale.

Property disposals representing a strategic shift that have (or will have) a major effect on the Company’s operations and financial results, such as a major line of business, a major geographical area or a major equity investment, are required to be presented as discontinued operations. If we were to determine that a property disposition represents a strategic shift, the revenues, expenses and net gain (loss) on dispositions of the property would be recorded in discontinued operations for all periods presented through the date of the applicable disposition. The operations of the properties sold during the years ended December 31, 2022, 2021 and 2020 are presented in continuing operations as they did not represent a strategic shift in the Company’s operations and financial results.

The net gains (losses) on dispositions of non-depreciable real estate property, including land, are reported in the consolidated statements of operations as gains (losses) on sale of land within continuing operations in the period the land is sold. The net gains (losses) on dispositions of depreciable real estate property are reported in the consolidated statements of operations as gains (losses) on sales of depreciable operating properties within continuing operations in the period the property is sold.

Cash and Cash Equivalents

We consider all highly-liquid investments with original maturities of three months or less to be cash equivalents.

Restricted Cash

Restricted cash consists of cash proceeds from dispositions that are temporarily held at qualified intermediaries for purposes of facilitating potential Section 1031 Exchanges, and cash held in escrow related to acquisition and disposition holdbacks. Restricted cash also includes cash held as collateral to provide credit enhancement for the Operating Partnership’s mortgage debt, including cash reserves for capital expenditures, tenant improvements and property taxes and cash investments with original maturities greater than 3 months. We did not have any cash held at qualified intermediaries at December 31, 2022 and 2021.

Marketable Securities / Deferred Compensation Plan

Marketable securities reported in our consolidated balance sheets represent the assets held in connection with the Kilroy Realty Corporation 2007 Deferred Compensation Plan (the “Deferred Compensation Plan”) (see Note 16 “Employee Benefit Plans” for additional information). The Deferred Compensation Plan assets are held in a limited rabbi trust and invested in various mutual and money market funds. As a result, the marketable securities are treated as trading securities for financial reporting purposes and are adjusted to fair value at the end of each accounting period.

At the time eligible management employees (“Participants”) defer compensation or earn mandatory Company contributions, or if we were to make a discretionary contribution, we record compensation cost and a corresponding deferred compensation plan liability, which is included in accounts payable, accrued expenses, and other liabilities on our consolidated balance sheets. This liability is adjusted to fair value at the end of each accounting period based on the performance of the benchmark funds selected by each Participant, and the impact of adjusting the liability to fair value is recorded as an increase or decrease to compensation cost. The impact of adjusting the deferred compensation plan liability to fair value and the changes in the value of the marketable securities held in connection with the Deferred Compensation Plan generally offset and therefore do not significantly impact net income.

Deferred Leasing Costs

Costs incurred in connection with successful property leasing are capitalized as deferred leasing costs and classified as investing activities in the statement of cash flows. Deferred leasing costs consist of leasing commissions paid to external third party brokers and lease incentives, and are amortized using the straight-line method of accounting over the lives of the leases which generally range from one to 20 years. We may re-evaluate the remaining useful lives of leasing costs as the creditworthiness of our tenants and economic and market conditions change. If we determine that the estimated remaining life of a lease has changed, we adjust the amortization period accordingly. Fully amortized deferred leasing costs are written off each quarter.

Deferred Financing Costs

Financing costs related to the origination or assumption of long-term debt are deferred and generally amortized using the straight-line method of accounting, which approximates the effective interest method, over the contractual terms of the applicable financings. Fully amortized deferred financing costs are written off when the corresponding financing is repaid.

Debt Discounts and Premiums

Original issuance debt discounts and discounts/premiums related to recording debt acquired in connection with operating property acquisitions at fair value are generally amortized and accreted on a straight-line basis, which approximates the effective interest method. Discounts are recorded as additional interest expense from date of issuance or acquisition through the contractual maturity date of the related debt. Premiums are recorded as a reduction to interest expense from the date of issuance or acquisition through the contractual maturity date of the related debt.

Noncontrolling Interests - Common Units of the Operating Partnership in the Company's Consolidated Financial Statements

Common units of the Operating Partnership within noncontrolling interests in the Company’s consolidated financial statements represent the common limited partnership interests in the Operating Partnership not held by the Company (“noncontrolling common units”). Noncontrolling common units are presented in the equity section of the Company’s consolidated balance sheets and are reported at their proportionate share of the net assets of the Operating Partnership. Noncontrolling interests with redemption provisions that permit the issuer to settle in either cash or shares of common stock must be further evaluated to determine whether equity or temporary equity classification on the balance sheet is appropriate. Since the common units contain such a provision, we evaluated

the accounting guidance and determined that the common units qualify for equity presentation in the Company’s consolidated financial statements. Net income attributable to noncontrolling common units is allocated based on their relative ownership percentage of the Operating Partnership during the reported period. The noncontrolling interest ownership percentage is determined by dividing the number of noncontrolling common units by the total number of common units outstanding. The issuance or redemption of additional shares of common stock or common units results in changes to the noncontrolling interest percentage as well as the total net assets of the Company. As a result, all equity transactions result in an allocation between equity and the noncontrolling interest in the Company’s consolidated balance sheets and statements of equity to account for the changes in the noncontrolling interest ownership percentage as well as the change in total net assets of the Company.

Noncontrolling Interests in Consolidated Property Partnerships

Noncontrolling interests in consolidated property partnerships represent the equity interests held by unrelated third parties in our three consolidated property partnerships (see Note 11 “Noncontrolling Interests on the Company’s Consolidated Financial Statements” and see Note 12 “Noncontrolling Interests on the Operating Partnership’s Consolidated Financial Statements”). Noncontrolling interests in consolidated property partnerships are not redeemable and are presented as permanent equity in the Company's consolidated balance sheets. We account for the noncontrolling interests in consolidated property partnerships using the hypothetical liquidation at book value (“HLBV”) method to attribute the earnings or losses of the consolidated property partnerships between the controlling and noncontrolling interests. Under the HLBV method, the amounts reported as noncontrolling interests in consolidated property partnerships in the consolidated balance sheets represent the amounts the noncontrolling interests would hypothetically receive at each balance sheet reporting date under the liquidation provisions of the governing agreements assuming the net assets of the consolidated property partnerships were liquidated at recorded amounts and distributed between the controlling and noncontrolling interests in accordance with the governing documents. The net income attributable to noncontrolling interests in consolidated property partnerships in the consolidated statements of operations is associated with the increase or decrease in the noncontrolling interest holders’ contractual claims on the respective entities’ balance sheets assuming a hypothetical liquidation at the end of that reporting period when compared with their claims on the respective entities’ balance sheets assuming a hypothetical liquidation at the beginning of that reporting period, after removing any contributions or distributions.

Common Partnership Interests on the Operating Partnership’s Consolidated Balance Sheets

The common units held by the Company and the noncontrolling common units held by the common limited partners are both presented in the permanent equity section of the Operating Partnership’s consolidated balance sheets in partners’ capital. The redemption rights of the noncontrolling common units permit us to settle the redemption obligation in either cash or shares of the Company’s common stock at our option (see Note 11 “Noncontrolling Interests on the Company’s Consolidated Financial Statements” for additional information).

Noncontrolling Interests on the Operating Partnership’s Consolidated Financial Statements

Noncontrolling interests in the Operating Partnership’s consolidated financial statements include the noncontrolling interest in property partnerships (see Note 12 “Noncontrolling Interests on the Operating Partnership’s Consolidated Financial Statements”).

Equity Offerings

Underwriting commissions and offering costs incurred in connection with common equity offerings and our at-the-market stock offering program (see Note 13 “Stockholders’ Equity of the Company”) are reflected as a reduction of additional paid-in capital. Issuance costs incurred in connection with preferred equity offerings are reflected as a reduction of the carrying value of the preferred equity.

Sales of our common stock under forward equity sale agreements meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments based on the following assessment: (i) none of the agreements’ exercise contingencies were 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 precluded the agreements from being indexed to our own stock.

The net proceeds from any equity offering of the Company are generally contributed to the Operating Partnership in exchange for a number of common units equivalent to the number of shares of common stock issued and are reflected in the Operating Partnership’s consolidated financial statements as an increase in partners’ capital.

Share-based Incentive Compensation Accounting

Compensation cost for all share-based awards, including options, requires measurement at estimated fair value on the grant date. Compensation cost is recognized on a straight-line basis over the service vesting period, which represents the requisite service period. The grant date fair value of market measure-based share-based compensation plans are calculated using a Monte Carlo simulation pricing model. Equity awards settled in cash are valued at the fair value of our common stock on the period end date through the settlement date. Equity awards settled in cash are remeasured at each reporting period and are recognized as a liability in the consolidated balance sheet during the vesting period until settlement. Forfeitures of all share-based awards are recognized when they occur.

For share-based awards in which the performance period precedes the grant date, we recognize compensation cost over the requisite service period, which includes both the performance and service vesting periods, using the accelerated attribution expense method. The requisite service period begins on the date the Executive Compensation Committee authorizes the award and adopts any relevant performance measures.

For share-based awards with performance-based measures, the total estimated compensation cost is based on our most recent estimate of the probable achievement of the pre-established specific corporate performance measures. These estimates are based on actual results and our latest internal forecasts for each performance measure. For share-based awards with market measures, the total estimated compensation cost is based on the fair value of the award at the grant date. For share-based awards with performance-based measures and market measures, the total estimated compensation cost is based on the fair value per share at the grant date multiplied by our most recent estimate of the number of shares to be earned based on actual results and the probable achievement of the pre-established corporate performance measures based on our latest internal forecasts.

In accordance with the provisions of our share-based incentive compensation plan, we accept the return of shares of Company common stock, at the current quoted market price, from employees to satisfy minimum statutory tax-withholding requirements related to shares that vested during the period.

For share-based awards granted by the Company, the Operating Partnership issues a number of common units equal to the number of shares of common stock ultimately granted by the Company in respect of such awards.

Basic and Diluted Net Income Available to Common Stockholders per Share

Basic net income available to common stockholders per share is computed by dividing net income available to common stockholders, after preferred distributions and the allocation of income to participating securities, by the weighted-average number of shares of common stock outstanding for the period. Diluted net income available to common stockholders per share is computed by dividing net income available for common stockholders, after preferred distributions and the allocation of income to participating securities, by the sum of the weighted-average number of shares of common stock outstanding for the period plus the assumed exercise of all dilutive securities. The impact of the outstanding common units is considered in the calculation of diluted net income available to common stockholders per share. The common units are not reflected in the diluted net income available to common stockholders per share calculation because the exchange of common units into common stock is on a one for one basis, and the common units are allocated net income on a per share basis equal to the common stock (see Note 21 “Net Income Available to Common Stockholders Per Share of the Company”). Accordingly, any exchange would not have any effect on diluted net income (loss) available to common stockholders per share.

Nonvested share-based payment awards (including nonvested restricted stock units (“RSUs”), vested market-measure RSUs and vested dividend equivalents issued to holders of RSUs) containing nonforfeitable rights to dividends or dividend equivalents are accounted for as participating securities and included in the computation of basic and diluted net income available to common stockholders per share pursuant to the two-class method. The dilutive effect of shares issuable under executed forward equity sale agreements, if any, and stock options are reflected in the weighted average diluted outstanding shares calculation by application of the treasury stock method. The dilutive effect of the outstanding nonvested shares of common stock (“nonvested shares”) and RSUs that have not yet been granted but are contingently issuable under the share-based compensation programs is reflected in the weighted average diluted shares calculation by application of the treasury stock method at the beginning of the quarterly period in which all necessary conditions have been satisfied.

Basic and Diluted Net Income Available to Common Unitholders per Unit

Basic net income available to common unitholders per unit is computed by dividing net income available to common unitholders, after preferred distributions and the allocation of income to participating securities, by the weighted-average number of vested common units outstanding for the period. Diluted net income available to common unitholders per unit is computed by dividing net income available to common unitholders, after preferred distributions and the allocation of income to participating securities, by the sum of the weighted-average number of common units outstanding for the period plus the assumed exercise of all dilutive securities.

The dilutive effect of stock options, outstanding nonvested shares, RSUs, awards containing nonforfeitable rights to dividend equivalents and shares issuable under executed forward equity sale agreements, if any, are reflected in diluted net income available to common unitholders per unit in the same manner as noted above for net income available to common stockholders per share.

Fair Value Measurements

The fair values of our financial assets and liabilities are disclosed in Note 19, “Fair Value Measurements and Disclosures,” to our consolidated financial statements. The only financial assets recorded at fair value on a recurring basis in our consolidated financial statements are our marketable securities. We elected not to apply the fair value option for any of our eligible financial instruments or other items.

We determine the estimated fair value of financial assets and liabilities utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. This hierarchy requires the use of observable market data when available. The following is the fair value hierarchy:

•Level 1 – quoted prices for identical instruments in active markets;

•Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

•Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

We determine the fair value for the marketable securities using quoted prices in active markets for identical assets. Our other financial instruments, which are only disclosed at fair value, are comprised of secured debt, unsecured senior notes, unsecured line of credit and unsecured term loan facility.

We generally determine the fair value of our secured debt, unsecured debt, unsecured term loan facility and unsecured line of credit by performing discounted cash flow analyses using an appropriate market discount rate. We calculate the market rate by obtaining period-end treasury rates for maturities that correspond to the maturities of our

fixed-rate debt and then adding an appropriate credit spread based on information obtained from third-party financial institutions. These credit spreads take into account factors, including but not limited to, our credit profile, the tenure of the debt, amortization period, whether the debt is secured or unsecured, and the loan-to-value ratio of the debt to the collateral. These calculations are significantly affected by the assumptions used, including the discount rate, credit spreads and estimates of future cash flow. Prior to amending the terms of our unsecured line of credit in October 2022, we calculated the market rate by obtaining the period-end LIBOR and then adding an appropriate credit spread based on our credit ratings and the amended terms of our unsecured line of credit agreement. Subsequent to amending the terms of our unsecured line of credit in October 2022, we calculate the market rate by obtaining Adjusted SOFR and then adding an appropriate credit spread based on our credit ratings and the amended terms of our unsecured line of credit agreement. We determine the fair value of each of our publicly traded unsecured senior notes based on their quoted trading price at the end of the reporting period, if such prices are available.

Carrying amounts of our cash and cash equivalents, restricted cash and accounts payable approximate fair value due to their short-term maturities.

Income Taxes

We have elected to be taxed as a REIT under Sections 856 through 860 of the Code. To qualify as a REIT, we must distribute annually at least 90% of our adjusted taxable income, as defined in the Code, to our stockholders and satisfy certain other organizational and operating requirements. We generally will not be subject to federal income taxes if we distribute 100% of our taxable income for each year to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income taxes on our taxable income at regular corporate rates and we may not be able to qualify as a REIT for four subsequent taxable years. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property and to federal income taxes and excise taxes on our undistributed taxable income. We believe that we have met all of the REIT distribution and technical requirements for the years ended December 31, 2022, 2021 and 2020, and we were not subject to any federal income taxes (see Note 24 “Tax Treatment of Distributions” for additional information). We intend to continue to adhere to these requirements and maintain the Company’s REIT status. Accordingly, no provision for income taxes has been made in the accompanying financial statements.

In addition, any taxable income from our taxable REIT subsidiaries are subject to federal, state, and local income taxes. For the years ended December 31, 2022, 2021 and 2020 the taxable REIT subsidiaries had de minimis taxable income.

Uncertain Tax Positions

We include favorable tax positions in the calculation of tax liabilities if it is more likely than not that our adopted tax position will prevail if challenged by tax authorities.

We evaluated the potential impact of identified uncertain tax positions for all tax years still subject to audit under state and federal income tax law and concluded that we did not have any unrecognized tax benefits or any additional tax liabilities as of December 31, 2022 or 2021. As of December 31, 2022, the years still subject to audit are 2018 through 2022 under the California state income tax law and 2019 through 2022 under the federal income tax law.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates.

Segments

We currently operate in one operating segment, our office and life science properties segment.

Concentration of Credit Risk

All of our properties and development and redevelopment projects are owned and all of our business is currently conducted in the state of California with the exception of the ownership and operation of ten stabilized office properties and one future development project located in the state of Washington and one development project in the tenant improvement phase and one future development project located in Austin, Texas. The ability of tenants to honor the terms of their leases is dependent upon the economic, regulatory, and social factors affecting the communities in which our tenants operate.

We have deposited cash with financial institutions that is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per institution. As of December 31, 2022 and 2021, we had cash accounts in excess of FDIC insured limits.

XML

Acquisitions

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Acquisitions

Operating Property Acquisitions

We did not acquire any operating properties during the year ended December 31, 2022. During the year ended December 31, 2021, we acquired the operating property listed below from an unrelated third party.

Property	Date of Acquisition	Number of Buildings	Rentable Square Feet (unaudited)	Purchase Price (in millions) (1)
2021 Acquisition
2001 West 8th Avenue, Seattle, WA (2)	September 17, 2021	1	539,226	$	490.0

________________________ 

(1)Excludes acquisition-related costs.

(2)The results of operations for the property acquired during 2021 contributed $9.9 million to revenue and a net loss of $3.1 million for the year ended December 31, 2021 primarily due to the amortization of in-place leases acquired.

The related assets, liabilities and results of operations of the acquired property are included in the consolidated financial statements as of the date of acquisition. The following table summarizes the estimated relative fair values of the assets acquired and liabilities assumed at the acquisition date for our 2021 operating property acquisition:

	Total 2021 Operating Property Acquisition
Assets
Land and improvements	$	84,033
Buildings and improvements (1)	370,967
Deferred leasing costs and acquisition-related intangible assets (2)	49,882
Total assets acquired	$	504,882
Liabilities
Acquisition-related intangible liabilities (3)	$	15,112
Total liabilities assumed	$	15,112
Net assets acquired	$	489,770

________________________ 

(1)Represents buildings, building improvements and tenant improvements.

(2)Represents in-place leases (approximately $46.5 million with a weighted average amortization period of 2.2 years), leasing commissions (approximately $3.1 million with a weighted average amortization period of 3.1 years) and an above-market lease (approximately $0.3 million with a weighted average amortization period of 8.4 years).

(3)Represents below-market leases (approximately $15.1 million with a weighted average amortization period of 2.4 years).

In addition to the operating property acquisition listed above, during 2021, we completed the acquisition of the land that was subject to a ground lease underlying our operating property at 601 108th Avenue NE in Bellevue, Washington for $47.0 million.

The 2021 acquisitions were funded with proceeds from the operating property disposition completed during the three months ended March 31, 2021 that were temporarily being held by a qualified intermediary, at our discretion, for the purpose of facilitating a Section 1031 Exchange.

Development Project Acquisitions

The following table summarizes the development sites acquired from unrelated third parties during the years ended December 31, 2022 and 2021:

Project	Date of Acquisition	City/Submarket	Purchase Price (in millions) (1)
2022 Acquisitions
10615 Burnet Road, Austin, TX (2)	March 9, 2022	Stadium District / Domain	$	40.0
Total 2022 Acquisitions			$	40.0
2021 Acquisitions
2045 Pacific Highway, San Diego, CA (2)(3)	June 22, 2021	Little Italy	$	42.0
200 W. 6th Street, Austin, TX (4)	June 23, 2021	Austin CBD	580.2
Total 2021 Acquisitions			$	622.2

_______________________ 

(1)Excludes acquisition-related costs.

(2)This property was added to our future development pipeline.

(3)In connection with this acquisition, we also recorded $5.2 million of environmental remediation liabilities as of the date of acquisition, which is not included in the purchase price above.

(4)This property was added to the tenant improvement phase as it was acquired upon completion of core/shell. In connection with this acquisition, we assumed the underlying ground lease for the property and recorded a right of use ground lease asset and ground lease liability of $46.4 million. We evaluated the ground lease and concluded it met the criteria to be classified as an operating lease. The discount rate used in determining the present value of the minimum future lease payments was 3.97%. Refer to Note 18 “Commitments and Contingencies” for further discussion of the Company’s ground lease obligations.

Acquisition Costs

During the years ended December 31, 2022, 2021, and 2020, we capitalized $0.2 million, $1.3 million, and $0.3 million, respectively, of acquisition costs.

XML

Dispositions

12 Months Ended

Dec. 31, 2022

Discontinued Operations and Disposal Groups [Abstract]

Dispositions

Dispositions

Operating Property Dispositions

The following table summarizes the operating properties sold during the years ended December 31, 2022, 2021 and 2020:

Location	Month of Disposition	Number of Buildings	Rentable Square Feet (unaudited)	Sales Price (in millions) (1)
2022 Dispositions
3130 Wilshire Boulevard, Santa Monica, CA	August	1	96,085	$	48.0
Total 2022 Dispositions		1	96,085	$	48.0
2021 Dispositions
1800 Owens Street, San Francisco, CA (The Exchange on 16th)	March	1	750,370	$	1,081.5
13280 & 13290 Evening Creek Drive South, San Diego, CA	December	2	102,376	37.0
Total 2021 Dispositions		3	852,746	$	1,118.5
2020 Dispositions
331 Fairchild Drive, Mountain View, CA	December	1	87,147	$	75.9
Total 2020 Dispositions		1	87,147	$	75.9

____________________

(1)Represents gross sales price before broker commissions, closing costs, and purchase price credits.

The total gains on the sales of the operating properties sold during the years ended December 31, 2022, 2021 and 2020 were $17.3 million, $463.1 million and $35.5 million, respectively.

XML

Deferred Leasing Costs and Acquisition-Related Intangible Assets and Liabilities, net

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Deferred Leasing Costs and Acquisition-Related Intangible Assets and Liabilities, net

Deferred Leasing Costs and Acquisition-Related Intangible Assets and Liabilities, net

The following table summarizes our deferred leasing costs and acquisition-related intangible assets (acquired value of leasing costs, above-market operating leases, and in-place leases) and intangible liabilities (acquired value of below-market operating leases) as of December 31, 2022 and 2021:

	December 31, 2022		December 31, 2021
	(in thousands)
Deferred Leasing Costs and Acquisition-related Intangible Assets, net:
Deferred leasing costs	$	301,967	$	285,247
Accumulated amortization	(121,545)		(107,329)
Deferred leasing costs, net	180,422		177,918
Above-market operating leases	260		260
Accumulated amortization	(39)		(8)
Above-market operating leases, net	221		252
In-place leases	114,435		80,782
Accumulated amortization	(44,232)		(24,494)
In-place leases, net	70,203		56,288
Total deferred leasing costs and acquisition-related intangible assets, net	$	250,846	$	234,458
Acquisition-related Intangible Liabilities, net: (1)
Below-market operating leases	$	52,380	$	32,953
Accumulated amortization	(14,943)		(10,700)
Below-market operating leases, net	37,437		22,253
Total acquisition-related intangible liabilities, net	$	37,437	$	22,253

____________________

(1)Included in deferred revenue and acquisition-related intangible liabilities, net in the consolidated balance sheets.

The following table sets forth amortization related to deferred leasing costs and acquisition-related intangibles for the years ended December 31, 2022, 2021 and 2020.

	Year Ended December 31,
	2022		2021		2020
	(in thousands)
Deferred leasing costs (1)	$	31,059	$	32,472	$	33,624
Above-market operating leases (2)	31		8		495
In-place leases (1)	31,647		14,562		11,759
Below-market operating leases (3)	(10,508)		(6,912)		(10,748)
Total	$	52,229	$	40,130	$	35,130

____________________

(1)    The amortization of deferred leasing costs and in-place leases is recorded to depreciation and amortization expense and the amortization of lease incentives is recorded as a reduction to rental income in the consolidated statements of operations for the periods presented.

(2)    The amortization of above-market operating leases is recorded as a decrease to rental income in the consolidated statements of operations for the periods presented.

(3)    The amortization of below-market operating leases is recorded as an increase to rental income in the consolidated statements of operations for the periods presented.

The following table sets forth the estimated annual amortization expense related to deferred leasing costs and acquisition-related intangibles as of December 31, 2022 for future periods:

Year Ending	Deferred Leasing Costs		Above-Market Operating Leases (1)		In-Place Leases		Below-Market Operating Leases (2)
	(in thousands)
2023	$	29,783	$	31	$	15,469	$	(8,105)
2024	26,158		31		6,742		(3,602)
2025	23,892		31		6,700		(3,506)
2026	20,891		31		6,377		(3,131)
2027	18,073		31		5,105		(2,933)
Thereafter	61,625		66		29,810		(16,160)
Total	$	180,422	$	221	$	70,203	$	(37,437)

____________________

(1)Represents estimated annual amortization related to above-market operating leases. Amounts will be recorded as a decrease to rental income in the consolidated statements of operations.

(2)Represents estimated annual amortization related to below-market operating leases. Amounts will be recorded as an increase to rental income in the consolidated statements of operations.

XML

Receivables

12 Months Ended

Dec. 31, 2022

Receivables [Abstract]

Receivables

Receivables

Current Receivables, net

Current receivables, net is primarily comprised of contractual rents and other lease-related obligations due from tenants. The balance consisted of the following as of December 31, 2022 and 2021:

	December 31, 2022		December 31, 2021
	(in thousands)
Current receivables	$	22,816	$	16,448
Allowance for uncollectible tenant receivables (1)	(2,233)		(2,062)
Current receivables, net	$	20,583	$	14,386

____________________

(1)Refer to Note 2 “Basis of Presentation and Significant Accounting Policies” for discussion of our accounting policies related to the allowance for uncollectible tenant receivables for additional information regarding changes in our allowance for uncollectible tenant receivables.

Deferred Rent Receivables, net

Deferred rent receivables, net consisted of the following as of December 31, 2022 and 2021:

	December 31, 2022		December 31, 2021
	(in thousands)
Deferred rent receivables	$	453,165	$	406,277
Allowance for deferred rent receivables (1)	(965)		(612)
Deferred rent receivables, net	$	452,200	$	405,665

____________________

(1)Refer to Note 2 “Basis of Presentation and Significant Accounting Policies” for discussion of our accounting policies related to the allowance for deferred rent receivables for additional information regarding changes in our allowance for deferred rent receivables.

XML

Prepaid Expenses and Other Assets, Net

12 Months Ended

Dec. 31, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses and Other Assets, Net

Prepaid Expenses and Other Assets, Net

Prepaid expenses and other assets, net consisted of the following at December 31, 2022 and 2021:

	December 31, 2022		December 31, 2021
	(in thousands)
Furniture, fixtures and other long-lived assets, net	$	41,538	$	42,760
Prepaid expenses and deferred financing costs, net	11,364		12,564
Other assets	9,527		2,667
Total prepaid expenses and other assets, net	$	62,429	$	57,991

XML

Secured and Unsecured Debt of the Company

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Secured and Unsecured Debt of the Company

Secured and Unsecured Debt of the Company

In this Note 8, the “Company” refers solely to Kilroy Realty Corporation and not to any of our subsidiaries. The Company itself does not hold any indebtedness. All of our secured and unsecured debt is held directly by the Operating Partnership.

The Company generally guarantees all of the Operating Partnership’s unsecured debt obligations including the unsecured revolving credit facility, the unsecured term loan facility and all of the unsecured senior notes. At December 31, 2022 and 2021, the Operating Partnership had $4.0 billion and $3.8 billion, respectively, outstanding in total, including unamortized discounts and deferred financing costs, under these unsecured debt obligations.

In addition, although the remaining $0.2 billion of the Operating Partnership’s debt as of December 31, 2022 and 2021, respectively, is secured and non-recourse to the Company, the Company provides limited customary secured debt guarantees for items such as voluntary bankruptcy, fraud, misapplication of payments and environmental liabilities.

Debt Covenants and Restrictions

One of the covenants contained within the unsecured revolving credit facility as discussed further below in Note 9 prohibits the Company from paying dividends during an event of default in excess of an amount which results in distributions to us in an amount sufficient to permit us to pay dividends to our stockholders that we reasonably believe are necessary to (a) maintain our qualification as a REIT for federal and state income tax purposes and (b) avoid the payment of federal or state income or excise tax.

XML

Secured and Unsecured Debt of the Operating Partnership

12 Months Ended

Dec. 31, 2022

Debt Instrument [Line Items]

Secured and Unsecured Debt of the Operating Partnership

Secured and Unsecured Debt of the Company

In this Note 8, the “Company” refers solely to Kilroy Realty Corporation and not to any of our subsidiaries. The Company itself does not hold any indebtedness. All of our secured and unsecured debt is held directly by the Operating Partnership.

The Company generally guarantees all of the Operating Partnership’s unsecured debt obligations including the unsecured revolving credit facility, the unsecured term loan facility and all of the unsecured senior notes. At December 31, 2022 and 2021, the Operating Partnership had $4.0 billion and $3.8 billion, respectively, outstanding in total, including unamortized discounts and deferred financing costs, under these unsecured debt obligations.

In addition, although the remaining $0.2 billion of the Operating Partnership’s debt as of December 31, 2022 and 2021, respectively, is secured and non-recourse to the Company, the Company provides limited customary secured debt guarantees for items such as voluntary bankruptcy, fraud, misapplication of payments and environmental liabilities.

Debt Covenants and Restrictions

One of the covenants contained within the unsecured revolving credit facility as discussed further below in Note 9 prohibits the Company from paying dividends during an event of default in excess of an amount which results in distributions to us in an amount sufficient to permit us to pay dividends to our stockholders that we reasonably believe are necessary to (a) maintain our qualification as a REIT for federal and state income tax purposes and (b) avoid the payment of federal or state income or excise tax.

Kilroy Realty L.P.

Debt Instrument [Line Items]

Secured and Unsecured Debt of the Operating Partnership

Secured and Unsecured Debt of the Operating Partnership

Secured Debt

The following table sets forth the composition of our secured debt as of December 31, 2022 and 2021:

	Annual Stated Interest Rate (1)	GAAP Effective Rate (1)(2)	Maturity Date	December 31,
Type of Debt				2022		2021
				(in thousands)
Mortgage note payable	3.57%	3.57%	December 2026	$	159,973	$	163,435
Mortgage note payable (3)	4.48%	4.48%	July 2027	83,496		85,588
Total secured debt				$	243,469	$	249,023
Unamortized deferred financing costs				(531)		(656)
Total secured debt, net				$	242,938	$	248,367

____________________

(1)All interest rates presented are fixed-rate interest rates.

(2)Represents the effective interest rate including the amortization of initial issuance discounts/premiums excluding the amortization of deferred financing costs.

(3)The secured debt and the related properties that secure this debt are held in a special purpose entity and the properties are not available to satisfy the debts and other obligations of the Company or the Operating Partnership.

The Operating Partnership’s secured debt was collateralized by operating properties with a combined net book value of approximately $205.0 million as of December 31, 2022.

Although our mortgage loans are secured and non-recourse to the Company and the Operating Partnership, the Company provides limited customary secured debt guarantees for items such as voluntary bankruptcy, fraud, misapplication of payments and environmental liabilities.

As of December 31, 2022, all of the Operating Partnership’s secured loans contained restrictions that would require the payment of prepayment penalties for the acceleration of outstanding debt. The mortgage notes payable are secured by deeds of trust on certain of our properties and the assignment of certain rents and leases associated with those properties.

Unsecured Senior Notes - Registered Offerings

In October 2021, the Operating Partnership issued $450.0 million aggregate principal amount of green unsecured senior notes in a registered public offering. The outstanding balance of the unsecured senior notes is included in unsecured debt, net of an initial issuance discount of $0.2 million, on our consolidated balance sheets. The unsecured senior notes, which are scheduled to mature on November 15, 2033, require semi-annual interest payments each May and November based on a stated annual interest rate of 2.650%. The Operating Partnership may redeem the notes at any time prior to August 15, 2033, either in whole or in part, subject to the payment of an early redemption premium prior to a par call option period commencing three months prior to maturity.

In October 2021, the Operating Partnership used a portion of the net proceeds from the issuance of the $450.0 million, 2.650% green unsecured senior notes to early redeem, at our option, the $300.0 million aggregate principal amount of our outstanding 3.800% unsecured senior notes that were scheduled to mature on January 15, 2023. In connection with the early redemption, we incurred a $12.2 million loss on early extinguishment of debt comprised of a $12.1 million premium paid to the note holders at the redemption date and a $0.1 million write-off of the unamortized discount and unamortized deferred financing costs.

Unsecured Senior Notes

The following table summarizes the balance and significant terms of the registered unsecured senior notes issued by the Operating Partnership and outstanding, including the issuances noted above, and including unamortized discounts of $6.4 million and $7.4 million and unamortized deferred financing costs of $19.1 million and $22.2 million as of December 31, 2022 and 2021, respectively:

					Net Carrying Amount as of December 31,
	Issuance date	Maturity date	Stated coupon rate	Effective interest rate (1)	2022		2021
					(in thousands)
2.650% Unsecured Senior Notes (2)	October 2021	November 2033	2.650%	2.654%	$	450,000	$	450,000
Unamortized discount and deferred financing costs					(3,770)		(4,117)
Net carrying amount					$	446,230	$	445,883
2.500% Unsecured Senior Notes (2)	August 2020	November 2032	2.500%	2.560%	$	425,000	$	425,000
Unamortized discount and deferred financing costs					(5,268)		(5,802)
Net carrying amount					$	419,732	$	419,198
4.270% Unsecured Senior Notes (3)	April 2020	January 2031	4.270%	4.270%	$	350,000	$	350,000
Unamortized discount and deferred financing costs					(1,463)		(1,644)
Net carrying amount					$	348,537	$	348,356
3.050% Unsecured Senior Notes (4)	September 2019	February 2030	3.050%	3.064%	$	500,000	$	500,000
Unamortized discount and deferred financing costs					(4,221)		(4,814)
Net carrying amount					$	495,779	$	495,186
4.750% Unsecured Senior Notes (5)	November 2018	December 2028	4.750%	4.800%	$	400,000	$	400,000
Unamortized discount and deferred financing costs					(2,963)		(3,457)
Net carrying amount					$	397,037	$	396,543
4.350% Unsecured Senior Notes (3)	October 2018	October 2026	4.350%	4.350%	$	200,000	$	200,000
Unamortized discount and deferred financing costs					(663)		(837)
Net carrying amount					$	199,337	$	199,163
4.300% Unsecured Senior Notes (3)	July 2018	July 2026	4.300%	4.300%	$	50,000	$	50,000
Unamortized discount and deferred financing costs					(157)		(202)
Net carrying amount					$	49,843	$	49,798
3.450% Unsecured Senior Notes (5)	December 2017	December 2024	3.450%	3.470%	$	425,000	$	425,000
Unamortized discount and deferred financing costs					(1,148)		(1,734)
Net carrying amount					$	423,852	$	423,266
3.450% Unsecured Senior Notes (6)	February 2017	February 2029	3.450%	3.450%	$	75,000	$	75,000
Unamortized discount and deferred financing costs					(262)		(304)
Net carrying amount					$	74,738	$	74,696
3.350% Unsecured Senior Notes (6)	February 2017	February 2027	3.350%	3.350%	$	175,000	$	175,000
Unamortized discount and deferred financing costs					(478)		(594)
Net carrying amount					$	174,522	$	174,406
4.375% Unsecured Senior Notes (7)	September 2015	October 2025	4.375%	4.444%	$	400,000	$	400,000
Unamortized discount and deferred financing costs					(1,523)		(2,077)
Net carrying amount					$	398,477	$	397,923
4.250% Unsecured Senior Notes (4)	July 2014	August 2029	4.250%	4.350%	$	400,000	$	400,000
Unamortized discount and deferred financing costs					(3,503)		(4,035)
Net carrying amount					$	396,497	$	395,965
Total Unsecured Senior Notes, Net					$	3,824,581	$	3,820,383

____________________

(1)Represents the effective interest rate including the amortization of initial issuance discounts, excluding the amortization of deferred financing costs.

(2)Interest on these notes is payable semi-annually in arrears on May 15th and November 15th of each year.

(3)Interest on these notes is payable semi-annually in arrears on April 18th and October 18th of each year.

(4)Interest on these notes is payable semi-annually in arrears on February 15th and August 15th of each year.

(5)Interest on these notes is payable semi-annually in arrears on June 15th and December 15th of each year.

(6)Interest on these notes is payable semi-annually in arrears on February 17th and August 17th of each year.

(7)Interest on these notes is payable semi-annually in arrears on April 1st and October 1st of each year.

Unsecured Revolving Credit Facility and Term Loan Facility

In April 2021, the Operating Partnership amended and restated the terms of its unsecured revolving credit facility. The amendment and restatement increased the size of the unsecured revolving credit facility from $750.0 million to $1.1 billion, reduced the borrowing costs, extended the maturity date of the unsecured revolving credit facility to July 2025, with two six-month extension options, and added a sustainability-linked pricing component whereby the interest rate is lowered by 0.01% if certain sustainability performance targets are met. In October 2022, the Operating Partnership amended the terms of its unsecured revolving credit facility to replace the LIBOR-based interest rate option with a secured overnight financing rate administered by the Federal Reserve Bank of New York (“SOFR”) based interest rate option for its borrowings.

The following table summarizes the balance and terms of our unsecured revolving credit facility as of December 31, 2022 and 2021:

	December 31, 2022			December 31, 2021
	(in thousands)
Outstanding borrowings	$	—		$	—
Remaining borrowing capacity	1,100,000			1,100,000
Total borrowing capacity (1)	$	1,100,000		$	1,100,000
Interest rate (2)	5.20		%	1.00		%
Facility fee-annual rate (3)	0.200%
Maturity date	July 2025

____________________

(1)We may elect to borrow, subject to bank approval and obtaining commitments for any additional borrowing capacity, up to an additional $500.0 million under an accordion feature under the terms of the unsecured revolving credit facility.

(2)Our unsecured revolving credit facility interest rate was calculated based on the contractual rate of Adjusted SOFR plus 0.900% and LIBOR plus 0.900% as of December 31, 2022 and 2021, respectively.

(3)Our facility fee is paid on a quarterly basis and is calculated based on the total borrowing capacity. In addition to the facility fee, we incurred debt origination and legal costs. As of December 31, 2022 and 2021, $5.3 million and $7.3 million of unamortized deferred financing costs, respectively, which are included in prepaid expenses and other assets, net on our consolidated balance sheets, remained to be amortized through the maturity date of our unsecured revolving credit facility.

The Operating Partnership intends to borrow under the unsecured revolving credit facility from time to time for general corporate purposes, to finance development and redevelopment expenditures, to fund potential acquisitions and to potentially repay long-term debt and to supplement cash balances given uncertainties and volatility in market conditions.

In October 2022, the Operating Partnership entered into a $400.0 million unsecured term loan facility and made an initial draw of $200.0 million. The borrowing rate under the unsecured term loan facility is variable and subject to a ratings-based pricing grid, currently calculated as Adjusted SOFR plus 0.950%. The unsecured term loan facility also has a delayed draw feature and a $100.0 million accordion mechanism, subject to lender commitments. The unsecured term loan facility is scheduled to mature in October 2024 and includes two twelve-month extension options at our option. In January 2023, Operating Partnership amended the terms of the unsecured term loan facility.

The following table summarizes the balance and terms of our unsecured term loan facility as of December 31, 2022:

	December 31, 2022
	(in thousands)
Outstanding borrowings	$	200,000
Remaining borrowing capacity	200,000
Total borrowing capacity (1)	$	400,000
Interest rate (2)	5.23		%
Undrawn facility fee-annual rate (3)	0.200		%
Maturity date	October 2024

____________________

(1)We may elect to borrow, subject to bank approval and obtaining commitments for any additional borrowing capacity, up to an additional $100.0 million under an accordion feature under the terms of the unsecured term loan facility.

(2)Our unsecured term loan facility interest rate was calculated based on the contractual rate of Adjusted SOFR plus 0.950% as of December 31, 2022.

(3)Our undrawn facility fee is paid on a quarterly basis and is calculated based on the remaining borrowing capacity. In addition to the facility fee, we incurred debt origination and legal costs. As of December 31, 2022, $4.5 million of unamortized deferred financing costs remained to be amortized through the maturity date of our unsecured term loan facility.

Debt Covenants and Restrictions

The unsecured revolving credit facility, unsecured term loan facility, the unsecured senior notes, including the private placement notes, and certain other secured debt arrangements contain covenants and restrictions requiring us to meet certain financial ratios and reporting requirements. Some of the more restrictive financial covenants include a maximum ratio of total debt to total asset value, a minimum fixed-charge coverage ratio, a minimum unsecured debt ratio and a minimum unencumbered asset pool debt service coverage ratio. Noncompliance with one or more of the covenants and restrictions could result in the full principal balance of the associated debt becoming immediately due and payable. We believe we were in compliance with all of our debt covenants as of December 31, 2022 and 2021.

Debt Maturities

The following table summarizes the stated debt maturities and scheduled amortization payments for all outstanding debt as of December 31, 2022:

Year	(in thousands)
2023	$	5,775
2024 (1)	631,006
2025	406,246
2026	401,317
2027	249,125
Thereafter	2,600,000
Total aggregate principal value (2)	$	4,293,469

________________________ 

(1)     Includes the $200.0 million currently outstanding on the unsecured term loan facility maturing in October 2024, for which the Company has two twelve-month extension options.

(2)     Includes gross principal balance of outstanding debt before the effect of the following at December 31, 2022: $24.1 million of unamortized deferred financing costs for the unsecured term loan facility, unsecured senior notes and secured debt and $6.4 million of unamortized discounts for the unsecured senior notes.

Capitalized Interest and Loan Fees

The following table sets forth gross interest expense, including debt discount and deferred financing cost amortization, net of capitalized interest, for the years ended December 31, 2022, 2021 and 2020. The interest expense capitalized was recorded as a cost of development and redevelopment and increased the carrying value of undeveloped land and construction in progress.

	Year Ended December 31,
	2022		2021		2020
	(in thousands)
Gross interest expense	$	161,761	$	158,756	$	150,325
Capitalized interest and deferred financing costs	(77,483)		(80,201)		(79,553)
Interest expense	$	84,278	$	78,555	$	70,772

XML

Deferred Revenue and Acquisition-Related Intangible Liabilities, net

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Deferred Revenue and Acquisition-Related Intangible Liabilities, net

Deferred Revenue and Acquisition-Related Intangible Liabilities, net

Deferred revenue and acquisition-related intangible liabilities, net consisted of the following at December 31, 2022 and 2021:

	December 31,
	2022		2021
	(in thousands)
Deferred revenue related to tenant-funded tenant improvements	$	111,453	$	108,002
Other deferred revenue	47,069		40,896
Acquisition-related intangible liabilities, net (1)	37,437		22,253
Total	$	195,959	$	171,151

_____________________

(1)See Note 5 “Deferred Leasing Costs and Acquisition-Related Intangible Assets and Liabilities, net” for additional information regarding our acquisition-related intangible liabilities.

Deferred Revenue Related to Tenant-funded Tenant Improvements

During the years ended December 31, 2022, 2021, and 2020, $19.3 million, $16.5 million and $22.5 million, respectively, of deferred revenue related to tenant-funded tenant improvements was amortized and recognized as rental income. The following is the estimated amortization of deferred revenue related to tenant-funded tenant improvements as of December 31, 2022 for the next five years and thereafter:

Year Ending	(in thousands)
2023	$	19,037
2024	16,865
2025	14,061
2026	12,382
2027	10,551
Thereafter	38,557
Total	$	111,453

XML

Noncontrolling Interests on the Company’s Consolidated Financial Statements

12 Months Ended

Dec. 31, 2022

Noncontrolling Interest [Abstract]

Noncontrolling Interests on the Company’s Consolidated Financial Statements

Noncontrolling Interests on the Company’s Consolidated Financial Statements

Common Units of the Operating Partnership

The Company owned an approximate 99.0% common general partnership interest in the Operating Partnership as of December 31, 2022 and 2021. The remaining approximate 1.0% common limited partnership interest as of December 31, 2022 and 2021 was owned by non-affiliated investors and certain of our executive officers and directors in the form of noncontrolling common units. There were 1,150,574 common units outstanding held by these investors, executive officers and directors as of December 31, 2022 and 2021, respectively.

The noncontrolling common units may be redeemed by unitholders for cash. Except under certain circumstances, we, at our option, may satisfy the cash redemption obligation with shares of the Company’s common stock on a one-for-one basis. If satisfied in cash, the value for each noncontrolling common unit upon redemption is the amount equal to the average of the closing quoted price per share of the Company’s common stock, par value $.01 per share, as reported on the NYSE for the ten trading days immediately preceding the applicable redemption date. The aggregate value upon redemption of the then-outstanding noncontrolling common units was $44.7 million and $76.2 million as of December 31, 2022 and 2021, respectively. This redemption value does not necessarily represent the amount that would be distributed with respect to each noncontrolling common unit in the event of our termination or liquidation. In the event of our termination or liquidation, it is expected in most cases that each common unit would be entitled to a liquidating distribution equal to the liquidating distribution payable in respect of each share of the Company’s common stock.

Noncontrolling Interest in Consolidated Property Partnerships

In August 2016, the Operating Partnership entered into agreements with Norges Bank Real Estate Management (“NBREM”) whereby NBREM made contributions, through two REIT subsidiaries, for a 44% common equity interest in two existing companies that owned the Company’s 100 First Street and 303 Second Street office properties located in San Francisco, California. The transactions did not meet the criteria to qualify as sales of real estate because the Company continues to effectively control the properties and therefore continued to account for the 100 First Street and 303 Second Street office properties on a consolidated basis in its financial statements. At formation, the Company accounted for the transactions as equity transactions and recognized noncontrolling interests in its consolidated balance sheets.

The noncontrolling interests in 100 First LLC and 303 Second LLC as of December 31, 2022 and 2021 were $179.4 million and $190.7 million, respectively. The remaining amount of noncontrolling interests in consolidated property partnerships represents the third party equity interest in Redwood LLC. This noncontrolling interest was $5.0 million and $5.4 million as of December 31, 2022 and 2021, respectively.

Noncontrolling Interests on the Operating Partnership’s Consolidated Financial Statements

Consolidated Property Partnerships

In August 2016, the Operating Partnership entered into agreements with NBREM whereby NBREM made contributions, through two REIT subsidiaries, for a 44% common equity interest in two existing companies that owned the Company’s 100 First Street and 303 Second Street office properties located in San Francisco, California. Refer to Note 11 for additional information regarding these consolidated property partnerships.

XML

Noncontrolling Interests on the Operating Partnership’s Consolidated Financial Statements

12 Months Ended

Dec. 31, 2022

Noncontrolling Interest [Abstract]

Noncontrolling Interests on the Operating Partnership’s Consolidated Financial Statements

Noncontrolling Interests on the Company’s Consolidated Financial Statements

Common Units of the Operating Partnership

The Company owned an approximate 99.0% common general partnership interest in the Operating Partnership as of December 31, 2022 and 2021. The remaining approximate 1.0% common limited partnership interest as of December 31, 2022 and 2021 was owned by non-affiliated investors and certain of our executive officers and directors in the form of noncontrolling common units. There were 1,150,574 common units outstanding held by these investors, executive officers and directors as of December 31, 2022 and 2021, respectively.

The noncontrolling common units may be redeemed by unitholders for cash. Except under certain circumstances, we, at our option, may satisfy the cash redemption obligation with shares of the Company’s common stock on a one-for-one basis. If satisfied in cash, the value for each noncontrolling common unit upon redemption is the amount equal to the average of the closing quoted price per share of the Company’s common stock, par value $.01 per share, as reported on the NYSE for the ten trading days immediately preceding the applicable redemption date. The aggregate value upon redemption of the then-outstanding noncontrolling common units was $44.7 million and $76.2 million as of December 31, 2022 and 2021, respectively. This redemption value does not necessarily represent the amount that would be distributed with respect to each noncontrolling common unit in the event of our termination or liquidation. In the event of our termination or liquidation, it is expected in most cases that each common unit would be entitled to a liquidating distribution equal to the liquidating distribution payable in respect of each share of the Company’s common stock.

Noncontrolling Interest in Consolidated Property Partnerships

In August 2016, the Operating Partnership entered into agreements with Norges Bank Real Estate Management (“NBREM”) whereby NBREM made contributions, through two REIT subsidiaries, for a 44% common equity interest in two existing companies that owned the Company’s 100 First Street and 303 Second Street office properties located in San Francisco, California. The transactions did not meet the criteria to qualify as sales of real estate because the Company continues to effectively control the properties and therefore continued to account for the 100 First Street and 303 Second Street office properties on a consolidated basis in its financial statements. At formation, the Company accounted for the transactions as equity transactions and recognized noncontrolling interests in its consolidated balance sheets.

The noncontrolling interests in 100 First LLC and 303 Second LLC as of December 31, 2022 and 2021 were $179.4 million and $190.7 million, respectively. The remaining amount of noncontrolling interests in consolidated property partnerships represents the third party equity interest in Redwood LLC. This noncontrolling interest was $5.0 million and $5.4 million as of December 31, 2022 and 2021, respectively.

Noncontrolling Interests on the Operating Partnership’s Consolidated Financial Statements

Consolidated Property Partnerships

In August 2016, the Operating Partnership entered into agreements with NBREM whereby NBREM made contributions, through two REIT subsidiaries, for a 44% common equity interest in two existing companies that owned the Company’s 100 First Street and 303 Second Street office properties located in San Francisco, California. Refer to Note 11 for additional information regarding these consolidated property partnerships.

XML

Stockholders' Equity of the Company

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Stockholders' Equity of the Company

Stockholders’ Equity of the Company

Common Stock

At-The-Market Stock Offering Program

Under the at-the-market stock program, which commenced in June 2018 (the “2018 At-The-Market Program”) and ended during the year ended December 31, 2022, the Company was able to offer and sell shares of our common stock having an aggregate gross sales price of up to $500.0 million from time to time in “at-the-market” offerings. The Company did not complete any sales of common stock under the program during the years ended December 31, 2022, 2021 and 2020. Through the term of the 2018 At-The-Market Program, the Company completed the sale of 3,594,576 shares of common stock.

Common Stock Repurchases

As of December 31, 2022, 4,935,826 shares remained eligible for repurchase under a share repurchase program approved by the Company’s board of directors in 2016. The Company did not repurchase shares of common stock under this program during the three years ended December 31, 2022, 2021 and 2020.

Accrued Dividends and Distributions

The following tables summarize accrued dividends and distributions for the noted outstanding shares of common stock and noncontrolling units as of December 31, 2022 and 2021:

	December 31,
	2022		2021
	(in thousands)
Dividends and Distributions payable to:
Common stockholders	$	63,114	$	60,561
Noncontrolling common unitholders of the Operating Partnership	621		598
RSU holders (1)	550		691
Total accrued dividends and distribution to common stockholders and noncontrolling unitholders	$	64,285	$	61,850

_____________________

(1)The amount includes the value of the dividend equivalents that will be paid with additional RSUs (see Note 15 “Share-Based and Other Compensation” for additional information).

	December 31,
	2022	2021
Outstanding Shares and Units:
Common stock	116,878,031	116,464,169
Noncontrolling common units	1,150,574	1,150,574
RSUs (1)	984,006	1,292,802

_____________________

(1)The amount includes nonvested RSUs. Does not include 1,123,554 and 976,464 market measure-based RSUs because not all the necessary performance conditions have been met as of December 31, 2022 and 2021, respectively. Refer to Note 15 “Share-Based and Other Compensation” for additional information.

XML

Partners' Capital of the Operating Partnership

12 Months Ended

Dec. 31, 2022

Partners' Capital [Abstract]

Partners' Capital of the Operating Partnership

Partners’ Capital of the Operating Partnership

Common Units

At-The-Market Stock Offering Program

The Company did not issue any shares of common stock under its at-the-market stock offering program and did not contribute any shares of common stock to the Operating Partnership during the years ended December 31, 2022 and 2021.

Common Units Outstanding

The following table sets forth the number of common units held by the Company as the general partner and the number of common units held by non-affiliated investors and certain of our executive officers and directors in the form of common limited partner units as well as the ownership interest held on each respective date:

	December 31, 2022		December 31, 2021
Company owned common units in the Operating Partnership	116,878,031		116,464,169
Company owned general partnership interest	99.0	%	99.0	%
Non-affiliated investors and other common units of the Operating Partnership	1,150,574		1,150,574
Ownership interest of limited partnership interests	1.0	%	1.0	%

For a further discussion of the redemption features of the common units not owned by the Company as of December 31, 2022 and 2021, refer to Note 11 “Noncontrolling Interests on the Company’s Consolidated Financial Statements.”

Accrued Distributions

The following tables summarize accrued distributions for the noted common units as of December 31, 2022 and 2021:

	December 31, 2022		December 31, 2021
	(in thousands)
Distributions payable to:
General partner	$	63,114	$	60,561
Common limited partners	621		598
RSU holders (1)	550		691
Total accrued distributions to common unitholders	$	64,285	$	61,850

_____________________

(1)The amount includes the value of the dividend equivalents that will be paid with additional RSUs (see Note 15 “Share-Based and Other Compensation” for additional information).

	December 31, 2022	December 31, 2021
Outstanding Units:
Common units held by the general partner	116,878,031	116,464,169
Common units held by the limited partners	1,150,574	1,150,574
RSUs (1)	984,006	1,292,802

_____________________

(1)Does not include 1,123,554 and 976,464 market measure-based RSUs because not all the necessary performance conditions have been met as of December 31, 2022 and 2021, respectively. Refer to Note 15 “Share-Based and Other Compensation” for additional information.

XML

Share-Based and Other Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Share-Based and Other Compensation

Share-Based and Other Compensation

Stockholder Approved Share-Based Incentive Compensation Plan

As of December 31, 2022, we maintained one share-based incentive compensation plan, the Kilroy Realty 2006 Incentive Award Plan, as amended (the “2006 Plan”). The Company has a currently effective registration statement registering 10.7 million shares of our common stock for possible issuance under our 2006 Plan. As of December 31, 2022, approximately 1.1 million shares were available for grant under the 2006 Plan. The calculation of shares available for grant is presented after taking into account a reserve for a sufficient number of shares to cover the vesting and payment of 2006 Plan awards that were outstanding on that date, including performance-based vesting awards at (i) levels actually achieved for the performance conditions (as defined below) for which the performance period has been completed and (ii) at maximum levels for the other performance and market conditions (as defined below) for awards still in a performance period.

The Executive Compensation Committee of the Company’s Board of Directors (the “Executive Compensation Committee”) may grant the following share-based awards to eligible individuals, as provided under the 2006 Plan: incentive stock options, nonqualified stock options, restricted stock (nonvested shares), stock appreciation rights, performance shares, performance stock units, dividend equivalents, stock payments, deferred stock, restricted stock units (“RSUs”), profit interest units, performance bonus awards, performance-based awards and other incentive awards. For each award granted under our share-based incentive compensation programs, the Operating Partnership simultaneously issues to the Company a number of common units equal to the number of shares of common stock ultimately paid by the Company in respect of such awards. The Executive Compensation Committee generally grants awards to certain officers of the Company under the 2006 Plan annually in January and/or February of RSUs that are subject to market and/or performance-based vesting requirements and RSUs that are subject to time-based vesting requirements.

2022, 2021 and 2020 Annual Performance-Based RSU Grants

During each of the three years in the period ended December 31, 2022, the Executive Compensation Committee granted awards to certain officers of the Company under the 2006 Plan that are subject to market and/or performance based vesting requirements (“Performance-Based RSUs”). The Performance-Based RSUs are scheduled to vest at the end of a three year period consisting of calendar years 2022-2024, 2021-2023 and 2020-2022 for the awards granted during the years ended December 31, 2022, 2021, and 2020, respectively. A target number of Performance-Based RSUs were awarded, and the final number of Performance-Based RSUs that vest (which may be more or less than the target number) will be based upon (1) during the first calendar year of the respective awards’ three year performance measurement period, the achievement of pre-set FFO per share goals that applies to 100% of the Performance-Based RSUs awarded (the “FFO Performance Condition”) and (2) a performance measure that applies to 50% of the award based upon a measure of the Company’s average debt to EBITDA ratio for the three year performance period (the “Debt to EBITDA Ratio Performance Condition”) and a market measure that applies to the other 50% of the award based upon the relative ranking of the Company’s total stockholder return for the three year performance period compared to the total stockholder returns of an established comparison group of companies over the same period (the “Market Condition”). The Performance-Based RSUs are also subject to a three year service vesting provision (the “service vesting condition”) and are scheduled to cliff vest on the date the final vesting percentage is determined following the end of the three year performance period under the awards. Compensation expense for the Performance-Based RSU grants are recognized on a straight-line basis over the requisite service period for each participant, which is generally the three year service period, except for one participant whose compensation expense is recognized on an accelerated basis due to clauses that render a portion of the vesting conditions to be non-substantive.

The 2022 FFO Performance Condition was achieved at 175% of target for one participant and 150% of target for all other participants. The 2021 FFO Performance Condition was achieved at 175% of target for one participant and 150% of target for all other participants. The number of 2022 and 2021 Performance-Based RSUs ultimately earned could fluctuate from the target number of Performance-Based RSUs granted during 2022 and 2021 based upon the levels of achievement for the Debt to EBITDA Ratio Performance Condition, the Market Condition, and the extent to which the service vesting condition is satisfied. The estimate of the number of Performance-Based RSUs earned is evaluated quarterly during the performance period based on our estimate for each of the performance conditions measured against the applicable goals.

The 2020 Performance-Based RSUs completed the performance measurement period and based on the combined results of the 2020 FFO Performance Condition, the Debt to EBITDA Ratio Performance Condition and the Market Condition, the 2020 Performance-Based RSUs achieved at 131% of target for one participant and 121% of target for the other participants.

Each Performance-Based RSU represents the right to receive one share of our common stock in the future, subject to, and as modified by, the Company’s level of achievement of the applicable performance and market conditions. The fair values for the awards with market conditions were calculated using a Monte Carlo simulation pricing model based on the assumptions in the table below. The determination of the fair value of the 2022, 2021 and 2020 Performance-Based RSUs takes into consideration the likelihood of achievement of the 2022, 2021 and 2020 Market Condition and the share price on the grant date of the 2022, 2021 and 2020 Performance-Based RSUs, respectively, as discussed above. The following table summarizes the estimated number of RSUs earned for the 2022 and 2021 Performance-Based RSUs and the actual number of RSUs earned for the 2020 Performance-Based RSUs and the assumptions utilized in the Monte Carlo simulation pricing models:

	2022		2021		2020
Service vesting period	January 28, 2022 - January, 2025		February 18, 2021 - January, 2024		January 31, 2020 - January, 2023
Target RSUs granted	193,111		172,430		154,267
Estimated RSUs earned (1)	304,535		371,518		180,419
Fair Value Assumptions:
Valuation date	January 28, 2022		February 18, 2021		January 31, 2020
Fair value on valuation date (in millions)	$12.7		$10.6		$12.9
Fair value per share on valuation date (2)	$67.62		$63.93		$84.54
Expected share price volatility	36.0	%	35.0	%	17.0	%
Risk-free interest rate	1.35	%	0.20	%	1.35	%

_____________________

(1)Estimated RSUs earned for the 2022 Performance-Based RSUs are based on the actual achievement of the 2022 FFO Performance Condition and assumes the target level of achievement for the 2022 Debt to EBITDA Ratio Performance Condition and the target level of achievement of the 2022 Market Condition. Estimated RSUs earned for the 2021 Performance-Based RSUs are based on the actual achievement of the 2021 FFO Performance Condition and assume target level achievement of the 2021 Market Condition and maximum level of achievement of the 2021 Debt to EBITDA Ratio Performance Condition. The 2020 Performance-Based RSUs earned are based on actual performance of the 2020 Performance Conditions and the 2020 Market Condition.

(2)For one participant, the fair value per share on the valuation date for their 2022, 2021, and 2020 Performance-Based RSUs is $70.00, $66.95 and $85.52, respectively.

The computation of expected volatility was based on a blend of the historical volatility of our shares of common stock over a period of twice the remaining performance period as of the grant date and implied volatility data based on the observed pricing of six month publicly-traded options on shares of our common stock. The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury STRIP securities in effect at January 28, 2022, February 18, 2021, and January 31, 2020.

December 2018 Market-Based RSU Grant

In connection with entering into an amended employment agreement (the “Amended Employment Agreement”), on December 27, 2018 the Executive Compensation Committee awarded John Kilroy, the Chairman of the Board of Directors and Chief Executive Officer of the Company and the Operating Partnership, 266,130 RSUs (at the target level of performance) that are subject to market-based vesting requirements, providing an

additional retention incentive during the term of the agreement and enticing Mr. Kilroy to delay his retirement. In addition to Mr. Kilroy’s award, the Executive Compensation Committee awarded 80,647 RSUs (at the target level of performance), subject to market-based vesting requirements, to certain members of management. Together, a total of 346,777 target RSUs are referred to as the “December 2018 Market-Based RSUs”.

Over the performance period ended December 31, 2022 (consisting of calendar years 2019 through 2022), the December 2018 Market-Based RSUs became eligible to vest at a modification rate of between 0% and 200% based on the Company’s relative total shareholder return (“TSR”) versus a comparative group of companies that comprised what was previously the SNL US REIT Office Index. This 2019-2022 TSR market condition did not achieve the minimum threshold and, as a result, none of the December 2018 Market-Based RSUs were earned as of December 31, 2022 for all participants. The December 2018 Market-Based RSUs were also subject to service vesting requirements through the scheduled vesting dates.

Each December 2018 Market-Based RSU represented the right to receive one share of our common stock in the future, subject to, and as modified by, the Company’s level of achievement of the applicable market conditions. The December 27, 2018 grant date fair value of the December 2018 Market-Based RSUs was $23.8 million. The fair value was calculated using a Monte Carlo simulation pricing model based on the assumptions in the table below. For the years ended December 31, 2020, 2019 and 2018, we recorded compensation expense based upon the $68.66 grant date fair value per share. Compensation expense for the December 2018 Market-Based RSUs was recognized using a graded vesting approach, where 75% of the fair value was recognized on a straight-line basis over the three-year initial performance period through the end of 2021, and the remaining 25% of the fair value was recognized on a straight-line basis over the four-year final performance period through the end of 2022. The following table summarizes the assumptions utilized in the Monte Carlo simulation pricing models:

	December 2018 Market-Based RSU Award Fair Value Assumptions
Valuation date	December 27, 2018
Fair value per share on valuation date	$68.66
Expected share price volatility	23.0%
Risk-free interest rate	2.4%

The computation of expected volatility was based on a blend of the historical volatility of our shares of common stock over a period of twice the performance period and implied volatility data based on the observed pricing of six month publicly-traded options on shares of our common stock. The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury STRIP securities in effect at December 27, 2018.

Summary of Performance and Market-Measure Based RSUs

A summary of our performance and market-measure based RSU activity from January 1, 2022 through December 31, 2022 is presented below:

	Nonvested RSUs			Vested RSUs	Total RSUs
	Amount	Weighted-Average Fair Value Per Share
Outstanding at January 1, 2022	976,464	$	68.75	—	976,464
Granted	310,484	63.05		43,686	354,170
Vested	(195,723)	70.52		195,723	—
Settled (1)	—	—		(211,478)	(211,478)
Issuance of dividend equivalents (2)	39,385	55.98		1,775	41,160
Canceled	(7,056)	66.06		(1)	(7,057)
Outstanding as of December 31, 2022 (3)	1,123,554	$	66.85	29,705	1,153,259

____________________

(1)Represents vested RSUs that were settled in shares of the Company’s common stock. Total shares settled include 102,945 shares that were tendered in accordance with the terms of the 2006 Plan to satisfy minimum statutory tax withholding requirements related to the RSUs settled. We accept the return of RSUs at the current quoted closing share price of the Company’s common stock to satisfy tax obligations.

(2)Represents the issuance of dividend equivalents earned on the underlying RSUs. The dividend equivalents vest based on terms specified under the related RSU award agreement.

(3)Outstanding RSUs as of December 31, 2022 represent the actual achievement of the FFO performance conditions and assumes target levels for the market and other performance conditions. The number of restricted stock units ultimately earned is subject to change based upon actual performance over the three-year vesting period. Dividend equivalents earned will vest along with the underlying award and are also subject to changes based on the number of RSUs ultimately earned for each underlying award.

A summary of our performance and market-measure based RSU activity for the years ended December 31, 2022, 2021 and 2020 is presented below:

	RSUs Granted			RSUs Vested
Years ended December 31,	Non-Vested RSUs Granted (1)	Weighted-Average Fair Value Per Share		Vested RSUs	Total Vest-Date Fair Value (in thousands)
2022	310,484	$	63.05	(241,184)	$	15,200
2021	281,333	$	57.85	(252,098)	$	14,299
2020	154,267	$	85.08	(270,054)	$	19,471

____________________

(1)Non-vested RSUs granted are based on the actual achievement of the FFO performance conditions and assumes target level achievement for the market and other performance conditions.

Annual 2022, 2021 and 2020 and December 2018 Time-Based RSU Grants

During each of the three years in the period ended December 31, 2022, the Executive Compensation Committee granted awards to certain officers of the Company under the 2006 Plan that are subject to time-based vesting requirements (“Time-Based RSUs”). The annual Time-Based RSUs are scheduled to vest in three equal annual installments over the periods listed below. Additionally, at the time Mr. Kilroy’s Amended Employment Agreement was executed in December 2018, Time-Based RSUs were granted that were scheduled to vest 50% on January 5, 2022 and 50% on January 5, 2023. Compensation expense for the annual 2022, 2021 and 2020 Time-Based RSUs is recognized on a straight-line basis over the requisite service period, which is generally the explicit service period. However, for one participant there is a shorter service period for their 2022 and 2021 Time-Based RSUs due to clauses that render a portion of the vesting conditions to be non-substantive. Each Time-Based RSU represents the right to receive one share of our common stock in the future, subject to continued employment through the applicable vesting date, unless accelerated upon separation of employment, provided certain conditions are met. The total fair value of the Time-Based RSUs is based on the Company’s closing share price on the NYSE on the respective fair valuation dates as detailed in the table below:

	2022 Time-Based RSU Grant		2021 Time-Based RSU Grant		2020 Time-Based RSU Grant		December 2018 Time-Based RSU Grant
Service vesting period	January 28, 2022 - January 5, 2025		January & February 2021 - January 5, 2024		January 31, 2020 - January 5, 2023		December 27, 2018 - January 5, 2023
RSUs granted	158,170		160,277		109,359		298,384
Fair value on valuation date (in millions)	$	10.0	$	9.1	$	9.0	$	18.5
Weighted average fair value per share	$	63.05	$	57.07	$	82.57	$	62.00
Date of valuation	January 28, 2022		January 29, February 18, 2021		January 31, 2020		December 27, 2018

Summary of Time-Based RSUs

A summary of our time-based RSU activity from January 1, 2022 through December 31, 2022 is presented below:

	Nonvested RSUs			Vested RSUs	Total RSUs
	Amount	Weighted Average Fair Value Per Share
Outstanding at January 1, 2022	539,729	$	64.03	753,073	1,292,802
Granted	177,099	62.58		—	177,099
Vested	(270,061)	67.15		270,061	—
Settled (1)	—	—		(535,019)	(535,019)
Issuance of dividend equivalents (2)	15,324	54.15		24,806	40,130
Forfeited	(18,724)	62.56		—	(18,724)
Canceled (3)	—	—		(1,987)	(1,987)
Outstanding as of December 31, 2022	443,367	$	61.27	510,934	954,301

____________________

(1)Represents vested RSUs that were settled in shares of the Company’s common stock. Total shares settled include 231,604 shares that were tendered in accordance with the terms of the 2006 Plan to satisfy minimum statutory tax withholding requirements related to the RSUs settled. We accept the return of RSUs at the current quoted closing share price of the Company’s common stock to satisfy tax obligations.

(2)Represents the issuance of dividend equivalents earned on the underlying RSUs. The dividend equivalents vest based on terms specified under the related RSU award agreement.

(3)For shares vested but not yet settled, we accept the return of RSUs at the current quoted closing share price of the Company’s common stock to satisfy minimum statutory tax-withholding requirements related to either the settlement or vesting of RSUs in accordance with the terms of the 2006 Plan.

A summary of our time-based RSU activity for the years ended December 31, 2022, 2021 and 2020 is presented below:

	RSUs Granted			RSUs Vested
Year ended December 31,	Non-Vested RSUs Issued	Weighted-Average Grant Date Fair Value Per Share		Vested RSUs	Total Vest-Date Fair Value (1) (in thousands)
2022	177,099	$	62.58	(294,867)	$	19,890
2021	172,181	$	57.83	(144,838)	$	8,605
2020	120,769	$	79.74	(208,608)	$	15,066

____________________

(1)    Total fair value of RSUs vested was calculated based on the quoted closing share price of the Company’s common stock on the NYSE on the day of vesting. Excludes the issuance of dividend equivalents earned on the underlying RSUs. The dividend equivalents vest based on terms specified under the related RSU award agreement.

Share-Based Compensation Cost Recorded During the Period

The total compensation cost for all share-based compensation programs was $34.8 million, $41.0 million and $37.6 million for the years ended December 31, 2022, 2021 and 2020, respectively. Share-based compensation costs for the year ended December 31, 2020 include $4.5 million of accelerated share-based compensation costs related to severance packages, including for the departure of an executive officer. Of the total share-based compensation costs, $6.4 million, $7.2 million and $7.4 million was capitalized as part of real estate assets for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, there was approximately $25.1 million of total unrecognized compensation cost related to nonvested incentive awards granted under share-based compensation arrangements that is expected to be recognized over a weighted-average period of 1.7 years. The remaining compensation cost related to these nonvested incentive awards had been recognized in periods prior to December 31, 2022. The $25.1 million of unrecognized compensation costs does not reflect the future compensation cost related to share-based awards that were granted subsequent to December 31, 2022.

Severance Compensation

For the year ended December 31, 2020, compensation costs included in general and administrative expenses on our consolidated statements of operations include $14.1 million of cash severance costs related to the departure of an executive officer, in addition to the accelerated share-based compensation costs noted in the paragraph above.

XML

Employee Benefit Plans

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

Employee Benefit Plans

Employee Benefit Plans

401(k) Plan

We have a retirement savings plan designed to qualify under Section 401(k) of the Code (the “401(k) Plan”). Our employees are eligible to participate in the 401(k) Plan on the first day of the month after three months of service. The 401(k) Plan allows eligible employees (“401(k) Participants”) to defer up to 60% of their eligible compensation on a pre-tax basis, subject to certain maximum amounts allowed by the Code. The 401(k) Plan provides for a matching contribution by the Company in an amount equal to 50 cents of each one dollar of participant contributions up to a maximum of 10% of the 401(k) Participant’s annual salary. 401(k) Participants vest immediately in the amounts contributed by us. For each of the years ended December 31, 2022, 2021, and 2020, we contributed $1.6 million, $1.5 million and $1.6 million, respectively, to the 401(k) Plan.

Deferred Compensation Plan

In 2007, we adopted the Deferred Compensation Plan, under which directors and certain management employees may defer receipt of their compensation, including up to 70% of their salaries and up to 100% of their director fees and bonuses, as applicable. In addition, employee participants will receive mandatory Company contributions to their Deferred Compensation Plan accounts equal to 10% of their gross monthly salaries, without regard to whether such employees elect to defer salary or bonus compensation under the Deferred Compensation Plan. Our Board may, but has no obligation to, approve additional discretionary contributions by the Company to Participant accounts. We hold the Deferred Compensation Plan assets in a limited rabbi trust, which is subject to the claims of our creditors in the event of bankruptcy or insolvency.

See Note 19 “Fair Value Measurements and Disclosures” for further discussion of our Deferred Compensation Plan assets as of December 31, 2022 and 2021. Our liability of $23.4 million and $27.4 million under the Deferred Compensation Plan was fully funded as of December 31, 2022 and 2021, respectively.

XML

Rental Income and Future Minimum Rent

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Rental Income and Future Minimum Rent

Rental Income and Future Minimum Rent

Our rental income is primarily comprised of payments defined under leases and are subject to scheduled fixed increases. Additionally, rental income includes variable payments for tenant reimbursements of property-related expenses and payments based on a percentage of tenant’s sales.

The table below sets forth the allocation of rental income between fixed and variable payments and net collectability recoveries or reversals for the years ended December 31, 2022 and 2021:

	Year Ended December 31,
	2022		2021
Fixed lease payments	$	923,257	$	826,883
Variable lease payments	162,638		123,544
Net collectability recoveries (reversals) (1)	123		(1,433)
Total rental income	$	1,086,018	$	948,994

____________________

(1)Represents adjustments to rental income related to our assessment of the collectability of amounts due under leases with our tenants, including recognition of deferred rent balances associated with tenants restored from a cash basis of revenue recognition to an accrual basis of revenue recognition and allowances for uncollectible receivables and leases deemed not probable of collection..

We have operating leases with tenants that expire at various dates through 2048 and are subject to scheduled fixed increases. Generally, the leases grant tenants renewal options. Leases also provide for additional rents based on certain operating expenses. Future contractual minimum rent under operating leases, which includes amounts contractually due from leases that are on a cash basis of reporting due to creditworthiness considerations, as of December 31, 2022 for future periods is summarized as follows:

Year Ending	(in thousands)
2023	$	809,406
2024	796,645
2025	769,116
2026	716,780
2027	656,100
Thereafter	2,464,166
Total (1)	$	6,212,213

____________________

(1)Excludes residential leases and leases with a term of one year or less.

XML

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

General

As of December 31, 2022, we had commitments of approximately $586.6 million, excluding our ground lease commitments, for contracts and executed leases directly related to our operating, development and redevelopment properties.

Ground Leases

During the year ended December 31, 2021, we acquired the land underlying a historical ground lease (refer to Note 3 “Acquisitions” for further information). The following table summarizes our properties that are held subject to long-term noncancellable ground lease obligations and the respective contractual expiration dates at December 31, 2022:

Property	Contractual Expiration Date (1)
701, 801 and 837 N. 34th Street, Seattle, WA (2)	December 2041
1701 Page Mill Road and 3150 Porter Drive, Palo Alto, CA	December 2067
Kilroy Airport Center Phases I, II, and III, Long Beach, CA	July 2084
3243 S. La Cienega Boulevard, Los Angeles, CA	October 2106
200 W. 6th Street, Austin, TX	December 2112

____________________

(1)    Reflects the contractual expiration date prior to the impact of any extension or purchase options held by the Company.

(2)    The Company has three 10-year and one 45-year extension options for this ground lease, which if exercised would extend the expiration date to December 2116. These extension options are not assumed to be exercised in our calculation of the present value of the future minimum lease payments for this lease.

To determine the discount rates used to calculate the present value of the minimum future lease payments for our ground leases, we used a hypothetical curve derived from unsecured corporate borrowing rates over the lease term. The weighted average discount rate used to determine the present value of our minimum lease payments was 4.65%. As of December 31, 2022, the weighted average remaining lease term of our ground leases is 64 years. For the years ended December 31, 2022, 2021 and 2020, variable lease costs totaling $3.6 million, $2.6 million and $3.0 million, respectively, were recorded to ground leases expense on our consolidated statements of operations.

The minimum commitment under our ground leases as of December 31, 2022 for future periods is as follows:

Year Ending	(in thousands)
2023	$	6,563
2024	6,598
2025	6,634
2026	6,671
2027	6,713
Thereafter	368,281
Total undiscounted cash flows (1)(2)(3)(4)(5)(6)	$	401,460
Present value discount	(276,466)
Ground lease liabilities	$	124,994

________________________

(1)Excludes contingent future rent payments based on gross income or adjusted gross income and reflects the minimum ground lease obligations before the impact of ground lease extension options.

(2)    One of our ground lease obligations is subject to a fair market value adjustment every five years; however, the lease includes ground rent subprotection and infrastructure rent credits which currently limit our annual rental obligations to $1.0 million. The contractual obligations for that ground lease included above assumes the lesser of $1.0 million or annual lease rental obligation in effect as of December 31, 2022.

(3)    One of our ground lease obligations is subject to a fair market value adjustment every five years based on a combination of CPI adjustments and third-party appraisals limited to maximum increases annually. The contractual obligations for that lease included above assume the current annual ground lease obligation in effect at December 31, 2022 for the remainder of the lease term since we cannot predict future adjustments.

(4)    One of our ground lease obligations includes a component which is based on the percentage of adjusted gross income that exceeds the minimum ground rent. The minimum rent is subject to increases every 10 years by an amount equal to 60% of the average annual percentage rent for the previous three years. The contractual obligations for this lease included above assume the current annual ground lease obligation in effect at December 31, 2022 for the remainder of the lease term since we cannot predict future adjustments.

(5)    One of our ground lease obligations is subject to fixed 5% ground rent increases every five years, with the next increase occurring on November 1, 2027.

(6)    One of our ground lease obligations is subject to fixed 2% ground rent increases every year, with ground rent resets occurring every ten years based on CPI. The contractual obligations for that lease included above assume increases for the remaining current ten-year period based on the current annual ground lease obligation in effect at December 31, 2022 and no subsequent changes for the remainder of the lease term since we cannot predict future CPI adjustments.

Environmental Matters

We follow the policy of evaluating all of our properties, including acquisition, development, redevelopment and existing stabilized portfolio properties, for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist, we are not currently aware of any undisclosed environmental liability with respect to our stabilized portfolio properties that would have a material adverse effect on our financial condition, results of operations and cash flow, or that we believe would require additional disclosure or the recording of a loss contingency.

As of December 31, 2022 and 2021, we had accrued environmental remediation liabilities of approximately $80.5 million and $75.2 million, respectively, recorded on our consolidated balance sheets in connection with certain of our in-process and future development projects. The accrued environmental remediation liabilities represent the remaining costs we estimate we will incur prior to and during the development process at various development acquisition sites. These estimates, which we developed with the assistance of third party experts, consist primarily of the removal of contaminated soil, treatment of contaminated groundwater in connection with dewatering efforts, performing environmental closure activities, constructing remedial systems, and other related costs that are necessary when we develop new buildings at these sites.

We record estimated environmental remediation obligations for acquired properties at the acquisition date when we are aware of such costs and when such costs are probable of being incurred and can be reasonably estimated. Estimated costs related to development environmental remediation liabilities are recorded as an increase to the cost of the development project. Actual costs are recorded as a decrease to the liability when incurred. These accruals are adjusted as an increase or decrease to the development project costs and as an increase or decrease to the accrued environmental remediation liability if we obtain further information or circumstances change. The environmental remediation obligations recorded at December 31, 2022 and 2021 were not discounted to their present values since the amount and timing of cash payments are not fixed. It is possible that we could incur additional environmental remediation costs in connection with these development projects.  However, potential additional environmental costs for these development projects cannot be reasonably estimated at this time and certain changes in estimates could occur as the site conditions, final project timing, design elements, actual soil conditions and other aspects of the projects, which may depend upon municipal and other approvals beyond the control of the Company, are determined.

Other than the accrued environmental liabilities discussed above, we are not aware of any unasserted claims and assessments with respect to an environmental liability that we believe would require additional disclosure or the recording of an additional loss contingency.

Litigation

We and our properties are subject to litigation arising in the ordinary course of business. To our knowledge, neither we nor any of our properties are presently subject to any litigation or threat of litigation which, if determined unfavorably to us, would have a material adverse effect on our cash flow, financial condition, or results of operations.

Insurance

We maintain commercial general liability, auto liability, employers’ liability, umbrella/excess liability, special form property, difference in conditions including earthquake and flood, environmental, rental loss, and terrorism insurance covering all of our properties. Management believes the policy specifications and insured limits are reasonable given the relative risk of loss, the cost of the coverage, and industry practice. We do not carry insurance for generally uninsurable losses such as loss from governmental action, nuclear hazard, and war and military action. Policies are subject to various terms, conditions, and exclusions and some policies may involve large deductibles or co-payments.

XML

Fair Value Measurements and Disclosures

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements and Disclosures

Fair Value Measurements and Disclosures

Assets and Liabilities Reported at Fair Value

The only assets we record at fair value on our consolidated financial statements are the marketable securities related to our Deferred Compensation Plan (see Note 16 “Employee Benefit Plans” for additional information). The following table sets forth the fair value of our marketable securities as of December 31, 2022 and 2021:

	Fair Value (Level 1) (1)
	2022		2021
Description	(in thousands)
Marketable securities (2)	$	23,547	$	27,475

____________________

(1)Based on quoted prices in active markets for identical securities.

(2)The marketable securities are held in a limited rabbi trust.

Financial Instruments Disclosed at Fair Value

The following table sets forth the carrying value and the fair value of our other financial instruments as of December 31, 2022 and 2021: 

	December 31,
	2022				2021
	Carrying Value		Fair Value (1)		Carrying Value		Fair Value (1)
	(in thousands)
Liabilities
Secured debt, net	$	242,938	$	225,847	$	248,367	$	269,687
Unsecured debt, net	4,020,058		3,500,420		3,820,383		4,105,408

_______________

(1)Fair value calculated using Level 2 inputs, which are based on model-derived valuations in which significant inputs and significant value drivers are observable in active markets.

XML

Net Income Available to Common Stockholders Per Share of the Company

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Net Income Available to Common Stockholders Per Share of the Company

Net Income Available to Common Stockholders Per Share of the Company

The following table reconciles the numerator and denominator in computing the Company’s basic and diluted per-share computations for net income available to common stockholders for the years ended December 31, 2022, 2021 and 2020:

	Year Ended December 31,
	2022		2021		2020
	(in thousands, except unit and per unit amounts)
Numerator:
Net income available to common stockholders	$	232,615	$	628,144	$	187,105
Allocation to participating securities (1)	(1,272)		(1,516)		(2,229)
Numerator for basic and diluted net income available to common stockholders	$	231,343	$	626,628	$	184,876
Denominator:
Basic weighted average vested shares outstanding	116,806,575		116,429,130		113,241,341
Effect of dilutive securities	413,472		519,513		478,281
Diluted weighted average vested shares and common stock equivalents outstanding	117,220,047		116,948,643		113,719,622
Basic earnings per share:
Net income available to common stockholders per share	$	1.98	$	5.38	$	1.63
Diluted earnings per share:
Net income available to common stockholders per share	$	1.97	$	5.36	$	1.63

_____________________ 

(1)Participating securities include nonvested shares, certain time-based RSUs and vested market measure-based RSUs.

Share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are considered participating securities. The impact of potentially dilutive common shares, including stock options and RSUs are considered in our diluted earnings per share calculation for the years ended December 31, 2022, 2021, and 2020. Certain market measure-based RSUs are not included in dilutive securities as of December 31, 2021 and 2020 as not all performance metrics had been met by the end of the applicable reporting periods.

See Note 15 “Share-Based and Other Compensation” for additional information regarding the RSUs.

XML

Net Income Available to Common Unitholders Per Unit of the Operating Partnership

12 Months Ended

Dec. 31, 2022

Net Income Available To Common Unitholders [Line Items]

Net Income Available to Common Unitholders Per Unit of the Operating Partnership

Net Income Available to Common Stockholders Per Share of the Company

The following table reconciles the numerator and denominator in computing the Company’s basic and diluted per-share computations for net income available to common stockholders for the years ended December 31, 2022, 2021 and 2020:

	Year Ended December 31,
	2022		2021		2020
	(in thousands, except unit and per unit amounts)
Numerator:
Net income available to common stockholders	$	232,615	$	628,144	$	187,105
Allocation to participating securities (1)	(1,272)		(1,516)		(2,229)
Numerator for basic and diluted net income available to common stockholders	$	231,343	$	626,628	$	184,876
Denominator:
Basic weighted average vested shares outstanding	116,806,575		116,429,130		113,241,341
Effect of dilutive securities	413,472		519,513		478,281
Diluted weighted average vested shares and common stock equivalents outstanding	117,220,047		116,948,643		113,719,622
Basic earnings per share:
Net income available to common stockholders per share	$	1.98	$	5.38	$	1.63
Diluted earnings per share:
Net income available to common stockholders per share	$	1.97	$	5.36	$	1.63

_____________________ 

(1)Participating securities include nonvested shares, certain time-based RSUs and vested market measure-based RSUs.

Share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are considered participating securities. The impact of potentially dilutive common shares, including stock options and RSUs are considered in our diluted earnings per share calculation for the years ended December 31, 2022, 2021, and 2020. Certain market measure-based RSUs are not included in dilutive securities as of December 31, 2021 and 2020 as not all performance metrics had been met by the end of the applicable reporting periods.

See Note 15 “Share-Based and Other Compensation” for additional information regarding the RSUs.

Kilroy Realty L.P.

Net Income Available To Common Unitholders [Line Items]

Net Income Available to Common Unitholders Per Unit of the Operating Partnership

Net Income Available to Common Unitholders Per Unit of the Operating Partnership

The following table reconciles the numerator and denominator in computing the Operating Partnership’s basic and diluted per-unit computations for net income available to common unitholders for the years ended December 31, 2022, 2021 and 2020:

	Year Ended December 31,
	2022		2021		2020
	(in thousands, except unit and per unit amounts)
Numerator:
Net income available to common unitholders	$	234,898	$	634,307	$	189,609
Allocation to participating securities (1)	(1,272)		(1,516)		(2,229)
Numerator for basic and diluted net income available to common unitholders	$	233,626	$	632,791	$	187,380
Denominator:
Basic weighted average vested units outstanding	117,957,149		117,579,704		115,095,506
Effect of dilutive securities	413,472		519,513		478,281
Diluted weighted average vested units and common unit equivalents outstanding	118,370,621		118,099,217		115,573,787
Basic earnings per unit:
Net income available to common unitholders per unit	$	1.98	$	5.38	$	1.63
Diluted earnings per unit:
Net income available to common unitholders per unit	$	1.97	$	5.36	$	1.62

____________________ 

(1)Participating securities include nonvested shares, certain time-based RSUs and vested market measure-based RSUs.

Share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are considered participating securities. The impact of potentially dilutive common units, including stock options and RSUs are considered in our diluted earnings per share calculation for the years ended December 31, 2022, 2021 and 2020. Certain market measure-based RSUs are not included in dilutive securities as of December 31, 2021 and 2020 as not all performance metrics had been met by the end of the applicable reporting periods.

See Note 15 “Share-Based and Other Compensation” for additional information regarding the RSUs.

XML

Supplemental Cash Flow Information of the Company

12 Months Ended

Dec. 31, 2022

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information of the Company

Supplemental Cash Flow Information of the Company

Supplemental cash flow information as follows (in thousands):

	Year Ended December 31,
	2022		2021		2020
SUPPLEMENTAL CASH FLOWS INFORMATION:
Cash paid for interest, net of capitalized interest of $72,973, $75,802, and $75,852 as of    December 31, 2022, 2021 and 2020, respectively	$	79,634	$	77,028	$	61,741
Cash paid for amounts included in the measurement of ground lease liabilities	$	6,447	$	6,209	$	5,744
NON-CASH INVESTING TRANSACTIONS:
Accrual for expenditures for operating properties and development and redevelopment properties	$	97,729	$	119,829	$	189,161
Tenant improvements funded directly by tenants	$	6,772	$	20,070	$	11,592
Assumption of accrued liabilities in connection with acquisitions (Note 3)	$	—	$	37,572	$	—
Initial measurement of operating right of use ground lease assets (Notes 3 and 18)	$	—	$	46,430	$	—
Initial measurement of operating ground lease liabilities (Notes 3 and 18)	$	—	$	46,430	$	—
NON-CASH FINANCING TRANSACTIONS:
Accrual of dividends and distributions payable to common stockholders and common     unitholders (Notes 13 and 25)	$	64,285	$	61,850	$	59,431
Exchange of common units of the Operating Partnership into shares of the Company’s    common stock	$	—	$	—	$	37,640

The following is a reconciliation of our cash and cash equivalents and restricted cash at the beginning and end of the years ended December 31, 2022, 2021 and 2020.

	Year Ended December 31,
	2022		2021		2020
	(in thousands)
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents at beginning of period	$	414,077	$	731,991	$	60,044
Restricted cash at beginning of period	13,006		91,139		16,300
Cash and cash equivalents and restricted cash at beginning of period	$	427,083	$	823,130	$	76,344
Cash and cash equivalents at end of period	$	347,379	$	414,077	$	731,991
Restricted cash at end of period	—		13,006		91,139
Cash and cash equivalents and restricted cash at end of period	$	347,379	$	427,083	$	823,130

XML

Supplemental Cash Flow Information of the Operating Partnership

12 Months Ended

Dec. 31, 2022

Other Significant Noncash Transactions [Line Items]

Supplemental Cash Flow Information of the Operating Partnership

Supplemental Cash Flow Information of the Company

Supplemental cash flow information as follows (in thousands):

	Year Ended December 31,
	2022		2021		2020
SUPPLEMENTAL CASH FLOWS INFORMATION:
Cash paid for interest, net of capitalized interest of $72,973, $75,802, and $75,852 as of    December 31, 2022, 2021 and 2020, respectively	$	79,634	$	77,028	$	61,741
Cash paid for amounts included in the measurement of ground lease liabilities	$	6,447	$	6,209	$	5,744
NON-CASH INVESTING TRANSACTIONS:
Accrual for expenditures for operating properties and development and redevelopment properties	$	97,729	$	119,829	$	189,161
Tenant improvements funded directly by tenants	$	6,772	$	20,070	$	11,592
Assumption of accrued liabilities in connection with acquisitions (Note 3)	$	—	$	37,572	$	—
Initial measurement of operating right of use ground lease assets (Notes 3 and 18)	$	—	$	46,430	$	—
Initial measurement of operating ground lease liabilities (Notes 3 and 18)	$	—	$	46,430	$	—
NON-CASH FINANCING TRANSACTIONS:
Accrual of dividends and distributions payable to common stockholders and common     unitholders (Notes 13 and 25)	$	64,285	$	61,850	$	59,431
Exchange of common units of the Operating Partnership into shares of the Company’s    common stock	$	—	$	—	$	37,640

The following is a reconciliation of our cash and cash equivalents and restricted cash at the beginning and end of the years ended December 31, 2022, 2021 and 2020.

	Year Ended December 31,
	2022		2021		2020
	(in thousands)
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents at beginning of period	$	414,077	$	731,991	$	60,044
Restricted cash at beginning of period	13,006		91,139		16,300
Cash and cash equivalents and restricted cash at beginning of period	$	427,083	$	823,130	$	76,344
Cash and cash equivalents at end of period	$	347,379	$	414,077	$	731,991
Restricted cash at end of period	—		13,006		91,139
Cash and cash equivalents and restricted cash at end of period	$	347,379	$	427,083	$	823,130

Kilroy Realty L.P.

Other Significant Noncash Transactions [Line Items]

Supplemental Cash Flow Information of the Operating Partnership

Supplemental Cash Flow Information of the Operating Partnership:

Supplemental cash flow information as follows (in thousands):

	Year Ended December 31,
	2022		2021		2020
SUPPLEMENTAL CASH FLOWS INFORMATION:
Cash paid for interest, net of capitalized interest of $72,973, $75,802, and $75,852 as of December 31, 2022, 2021 and 2020, respectively	$	79,634	$	77,028	$	61,741
Cash paid for amounts included in the measurement of ground lease liabilities	$	6,447	$	6,209	$	5,744
NON-CASH INVESTING TRANSACTIONS:
Accrual for expenditures for operating properties and development and redevelopment properties	$	97,729	$	119,829	$	189,161
Tenant improvements funded directly by tenants	$	6,772	$	20,070	$	11,592
Assumption of accrued liabilities in connection with acquisitions (Note 3)	$	—	$	37,572	$	—
Initial measurement of operating right of use ground lease assets (Notes 3 and 18)	$	—	$	46,430	$	—
Initial measurement of operating ground lease liabilities (Notes 3 and 18)	$	—	$	46,430	$	—
NON-CASH FINANCING TRANSACTIONS:
Accrual of distributions payable to common unitholders (Notes 14 and 25)	$	64,285	$	61,850	$	59,431

The following is a reconciliation of our cash and cash equivalents and restricted cash at the beginning and end of the years ended December 31, 2022, 2021 and 2020.

	Year Ended December 31,
	2022		2021		2020
	(in thousands)
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents at beginning of period	$	414,077	$	731,991	$	60,044
Restricted cash at beginning of period	13,006		91,139		16,300
Cash and cash equivalents and restricted cash at beginning of period	$	427,083	$	823,130	$	76,344
Cash and cash equivalents at end of period	$	347,379	$	414,077	$	731,991
Restricted cash at end of period	—		13,006		91,139
Cash and cash equivalents and restricted cash at end of period	$	347,379	$	427,083	$	823,130

XML

Tax Treatment of Distributions

12 Months Ended

Dec. 31, 2022

Tax Treatment of Distributions [Abstract]

Tax Treatment of Distributions

Tax Treatment of Distributions

The following table reconciles the dividends declared per share of common stock to the dividends paid per share of common stock during the years ended December 31, 2022, 2021 and 2020 as follows: 

	Year Ended December 31,
Dividends	2022		2021		2020
Dividends declared per share of common stock	$	2.120	$	2.040	$	1.970
Less: Dividends declared in the current year and paid in the following year	(0.540)		(0.520)		(0.500)
Add: Dividends declared in the prior year and paid in the current year	0.520		0.500		0.485
Dividends paid per share of common stock	$	2.100	$	2.020	$	1.955

The unaudited income tax treatment for the dividends to common stockholders reportable for the years ended December 31, 2022, 2021 and 2020 as identified in the table above was as follows: 

	Year Ended December 31,
Shares of Common Stock	2022				2021				2020
Ordinary income (1)	$	1.865	88.80	%	$	1.338	66.22	%	$	1.474	75.40	%
Qualified dividend	0.001		0.02	%	0.003		0.15	%	0.002		0.12	%
Return of capital	0.230		10.99	%	0.551		27.30	%	0.162		8.30	%
Capital gains (2)	0.004		0.19	%	0.075		3.72	%	0.275		14.05	%
Unrecaptured section 1250 gains	—		—	%	0.053		2.61	%	0.042		2.13	%
	$	2.100	100.00	%	$	2.020	100.00	%	$	1.955	100.00	%

____________________

(1)The Tax Cuts and Jobs Act enacted on December 22, 2017 generally allows a deduction for noncorporate taxpayers equal to 20% of ordinary dividends distributed by a REIT (excluding capital gain dividends and qualified dividend income). The amount of dividend eligible for this deduction is referred to as the Section 199A Dividend.  For the year ended December 31, 2022, the Section 199A Dividend is equal to the total ordinary income dividend.

(2)Capital gains are comprised entirely of 20% rate gains.

XML

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

On January 11, 2023, $64.3 million of dividends were paid to common stockholders, common unitholders and RSU holders of record on December 30, 2022.

On January 27, 2023, the Operating Partnership amended the unsecured term loan facility agreement to (i) exercise the accordion feature under the term loan agreement to provide for borrowings of up to $500.0 million and (ii) increase the capacity under the accordion feature to provide additional term loan commitments up to an aggregate amount of $650.0 million.

On February 6, 2023, the Executive Compensation Committee granted 218,951 Time-Based RSUs and 300,007 Performance-Based RSUs to key employees under the 2006 Plan. The compensation cost related to the RSUs is expected to be recognized over a period of three years.

XML

Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2022

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule II - Valuation and Qualifying Accounts

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

Years ended December 31, 2022, 2021 and 2020

(in thousands)

	Balance at Beginning of Period		Charged to Costs and Expenses (1)		Deductions (2)		Balance at End of Period
Allowance for Uncollectible Tenant Receivables for the year ended December 31,
2022 – Allowance for uncollectible tenant receivables	$	2,062	$	1,447	$	(1,276)	$	2,233
2021 – Allowance for uncollectible tenant receivables	1,799		1,532		(1,269)		2,062
2020 – Allowance for uncollectible tenant receivables	1,171		1,977		(1,349)		1,799
Allowance for Deferred Rent Receivables for the year ended December 31,
2022 – Allowance for deferred rent	$	612	$	864	$	(511)	$	965
2021 – Allowance for deferred rent	804		320		(512)		612
2020 – Allowance for deferred rent	1,552		832		(1,580)		804

____________________

(1)Amounts do not reflect leases deemed not probable of collection for which we reversed the associated revenue under Topic 842. In addition, for the year ended December 31, 2020, $1.7 million was charged to costs and expenses for a valuation allowance for a note receivable.

(2)For the years ended December 31, 2021 and 2020, includes reversals of allowance for doubtful accounts for tenants with an allowance at January 1, 2021 and 2020, respectively, that were subsequently deemed not probable of collection and transitioned to a cash basis of reporting.

XML

Schedule III - Real Estate and Accumulated Depreciation

12 Months Ended

Dec. 31, 2022

SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract]

Schedule III - Real Estate and Accumulated Depreciation

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2022

	Initial Cost								Gross Amounts at Which Carried at Close of Period
Property Location	Encumb- rances		Land and Improve- ments		Buildings and Improve- ments		Costs Capitalized Subsequent  to Acquisition/ Improvement		Land and Improve- ments		Buildings and Improve- ments		Total		Accumulated Depreciation		Depreci- ation Life (1)	Date of Acquisition (A)/ Construction (C) (2)		Rentable Square Feet (3) (unaudited)
	($ in thousands)
Office Properties:
3101 - 3243 S. La Cienega Blvd., Culver City, CA			$	150,718	$	31,033	$	911	$	150,718	$	31,944	$	182,662	$	15,782	35	2019	A	154,165
2240 E. Imperial Highway, El Segundo, CA			1,044		11,763		29,799		1,048		41,558		42,606		30,664		35	1983	C	122,870
2250 E. Imperial Highway, El Segundo, CA			2,579		29,062		36,425		2,547		65,519		68,066		60,241		35	1983	C	298,728
2260 E. Imperial Highway, El Segundo, CA			2,518		28,370		36,887		2,547		65,228		67,775		23,022		35	1983	C	298,728
909 N. Pacific Coast Highway, El Segundo, CA			3,577		34,042		54,886		3,565		88,940		92,505		51,400		35	2005	C	244,880
999 N. Pacific Coast Highway, El Segundo, CA			1,407		34,326		18,361		1,407		52,687		54,094		31,642		35	2003	C	138,389
1350 Ivar Ave., Los Angeles, CA			1,575		—		14,253		1,575		14,253		15,828		877		35	2020	C	16,448
1355 Vine St., Los Angeles, CA			17,588		—		120,967		17,588		120,967		138,555		7,602		35	2020	C	183,129
1375 Vine St., Los Angeles, CA			15,578		—		103,084		15,578		103,084		118,662		6,488		35	2020	C	159,236
1395 Vine St., Los Angeles, CA			278		—		3,283		278		3,283		3,561		201		35	2020	C	2,575
1500 N. El Centro Ave., Los Angeles, CA (4)			9,235		21		59,160		9,235		59,181		68,416		15,995		35	2016	C	113,447
1525 N. Gower St., Los Angeles, CA (4)			1,318		3		9,742		1,318		9,745		11,063		2,220		35	2016	C	9,610
1575 N. Gower St., Los Angeles, CA (4)			22,153		51		119,602		22,153		119,653		141,806		22,890		35	2016	C	264,430
6115 W. Sunset Blvd., Los Angeles, CA (4)			1,313		3		17,392		2,455		16,253		18,708		4,133		35	2015	C	26,238
6121 W. Sunset Blvd., Los Angeles, CA (4)			11,120		4,256		44,031		8,703		50,704		59,407		11,849		35	2015	C	93,418
6255 W. Sunset Blvd., Los Angeles, CA			18,111		60,320		52,399		18,111		112,719		130,830		53,140		35	2012	A	331,888
3750 Kilroy Airport Way, Long Beach, CA			—		1,941		13,732		—		15,673		15,673		12,103		35	1989	C	10,718
3760 Kilroy Airport Way, Long Beach, CA			—		17,467		21,186		—		38,653		38,653		30,843		35	1989	C	166,761
3780 Kilroy Airport Way, Long Beach, CA			—		22,319		37,277		—		59,596		59,596		45,988		35	1989	C	221,452
3800 Kilroy Airport Way, Long Beach, CA			—		19,408		24,334		—		43,742		43,742		29,745		35	2000	C	192,476
3840 Kilroy Airport Way, Long Beach, CA			—		13,586		16,768		—		30,354		30,354		18,101		35	1999	C	138,441
3880 Kilroy Airport Way, Long Beach, CA			—		9,704		12,115		—		21,819		21,819		6,615		35	1997	A	96,923
3900 Kilroy Airport Way, Long Beach, CA			—		12,615		17,130		—		29,745		29,745		21,034		35	1997	A	130,935
8560 W. Sunset Blvd., West Hollywood, CA			9,720		50,956		5,881		9,720		56,837		66,557		12,496		35	2016	A	76,558
8570 W. Sunset Blvd., West Hollywood, CA			31,693		27,974		7,110		31,693		35,084		66,777		7,154		35	2016	A	49,276
8580 W. Sunset Blvd., West Hollywood, CA			10,013		3,695		1,856		10,013		5,551		15,564		952		35	2016	A	6,875
8590 W. Sunset Blvd., West Hollywood, CA			39,954		27,884		5,608		39,954		33,492		73,446		7,213		35	2016	A	56,750
12100 W. Olympic Blvd., Los Angeles, CA	$159,973	(5)	352		45,611		25,334		9,633		61,664		71,297		34,464		35	2003	C	155,679
12200 W. Olympic Blvd., Los Angeles, CA		(5)	4,329		35,488		26,399		3,977		62,239		66,216		47,437		35	2000	C	154,544
12233 W. Olympic Blvd., Los Angeles, CA			22,100		53,170		6,398		22,100		59,568		81,668		20,181		35	2012	A	156,746
12312 W. Olympic Blvd., Los Angeles, CA		(5)	3,325		12,202		12,671		3,399		24,799		28,198		18,006		35	1997	A	76,644
2100/2110 Colorado Ave., Santa Monica, CA			5,474		26,087		15,937		5,476		42,022		47,498		30,599		35	1997	A	104,853
501 Santa Monica Blvd., Santa Monica, CA			4,547		12,044		18,723		4,551		30,763		35,314		22,436		35	1998	A	78,509
12225 El Camino Real, Del Mar, CA			1,700		9,633		4,409		1,673		14,069		15,742		10,451		35	1998	A	58,401

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION – (Continued)

December 31, 2022

	Initial Cost				Gross Amounts at Which Carried at Close of Period
Property Location	Encumb- rances	Land and Improve- ments	Buildings and Improve- ments	Costs Capitalized Subsequent  to Acquisition/ Improvement	Land and Improve- ments	Buildings and Improve- ments	Total	Accumulated Depreciation	Depreci- ation Life (1)	Date of Acquisition (A)/ Construction (C) (2)		Rentable Square Feet (3) (unaudited)
	($ in thousands)
12235 El Camino Real, Del Mar, CA		1,507	8,543	9,974	1,540	18,484	20,024	12,892	35	1998	A	53,751
12340 El Camino Real, Del Mar, CA (6)		4,201	—	35,553	4,201	35,553	39,754	3,375	35	2022	C	109,307
12390 El Camino Real, Del Mar, CA		3,453	11,981	11,618	3,453	23,599	27,052	13,100	35	2000	C	73,238
12770 El Camino Real, Del Mar, CA		9,360	—	35,006	9,360	35,006	44,366	6,990	35	2015	C	75,035
12780 El Camino Real, Del Mar, CA		18,398	54,954	24,127	18,398	79,081	97,479	25,319	35	2013	A	140,591
12790 El Camino Real, Del Mar, CA		10,252	21,236	17,133	10,252	38,369	48,621	10,204	35	2013	A	87,944
12830 El Camino Real, Del Mar, CA		28,645	—	112,741	28,645	112,741	141,386	8,764	35	2021	C	196,444
12860 El Camino Real, Del Mar, CA		11,326	—	51,662	11,326	51,662	62,988	4,229	35	2021	C	92,042
12348 High Bluff Dr., Del Mar, CA		1,629	3,096	8,496	1,629	11,592	13,221	8,071	35	1999	C	39,193
12400 High Bluff Dr., Del Mar, CA (7)		15,167	—	46,755	15,167	46,755	61,922	9,856	35	2022	C	216,518
3579 Valley Centre Dr., Del Mar, CA		2,167	6,897	11,319	2,858	17,525	20,383	11,461	35	1999	C	54,960
3611 Valley Centre Dr., Del Mar, CA		4,184	19,352	29,293	5,259	47,570	52,829	31,308	35	2000	C	132,425
3661 Valley Centre Dr., Del Mar, CA		4,038	21,144	20,567	4,725	41,024	45,749	27,697	35	2001	C	131,662
3721 Valley Centre Dr., Del Mar, CA		4,297	18,967	16,203	4,254	35,213	39,467	22,563	35	2003	C	115,193
3811 Valley Centre Dr., Del Mar, CA		3,452	16,152	21,883	4,457	37,030	41,487	25,813	35	2000	C	118,912
3745 Paseo Place, Del Mar, CA (Retail)		24,358	—	73,942	24,358	73,942	98,300	8,857	35	2019	C	95,871
13480 Evening Creek Dr. North, San Diego, CA		7,997	—	57,000	7,997	57,000	64,997	25,377	35	2008	C	143,401
13500 Evening Creek Dr. North, San Diego, CA		7,581	35,903	24,926	7,580	60,830	68,410	30,838	35	2004	A	143,749
13520 Evening Creek Dr. North, San Diego, CA		7,581	35,903	24,767	7,580	60,671	68,251	33,028	35	2004	A	146,701
2100 Kettner Blvd., San Diego, CA		19,861	—	97,396	19,861	97,396	117,257	918	35	2022	C	204,682
2305 Historic Decatur Rd., San Diego, CA		5,240	22,220	9,757	5,240	31,977	37,217	15,472	35	2010	A	107,456
4690 Executive Dr., San Diego, CA (8)		—	—	6,264	—	6,264	6,264	77	35	1999	A	—
9455 Towne Centre Dr., San Diego, CA		6,081	—	80,076	6,081	80,076	86,157	4,913	35	2021	C	160,444
4100 Bohannon Dr., Menlo Park, CA		4,835	15,526	1,583	4,860	17,084	21,944	6,104	35	2012	A	47,379
4200 Bohannon Dr., Menlo Park, CA		4,798	15,406	6,967	4,662	22,509	27,171	8,428	35	2012	A	45,451
4300 Bohannon Dr., Menlo Park, CA		6,527	20,958	8,611	6,470	29,626	36,096	10,389	35	2012	A	63,079
4400 Bohannon Dr., Menlo Park, CA (9)		—	—	3,002	—	3,002	3,002	2,057	35	2012	A	—
4500 Bohannon Dr., Menlo Park, CA		6,527	20,957	4,479	6,470	25,493	31,963	9,519	35	2012	A	63,078
4600 Bohannon Dr., Menlo Park, CA		4,798	15,406	4,531	4,939	19,796	24,735	7,975	35	2012	A	48,147
4700 Bohannon Dr., Menlo Park, CA		6,527	20,958	1,572	6,470	22,587	29,057	8,432	35	2012	A	63,078
1290 - 1300 Terra Bella Ave., Mountain View, CA		28,730	27,555	12,305	28,730	39,860	68,590	7,462	35	2016	A	114,175
680 E. Middlefield Rd., Mountain View, CA		34,755	—	56,759	34,755	56,759	91,514	15,612	35	2014	C	171,676
690 E. Middlefield Rd., Mountain View, CA		34,605	—	56,515	34,605	56,515	91,120	15,546	35	2014	C	171,215

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION – (Continued)

December 31, 2022

	Initial Cost					Gross Amounts at Which Carried at Close of Period
Property Location	Encumb- rances		Land and Improve- ments	Buildings and Improve- ments	Costs Capitalized Subsequent  to Acquisition/ Improvement	Land and Improve- ments	Buildings and Improve- ments	Total	Accumulated Depreciation	Depreci- ation Life (1)	Date of Acquisition (A)/ Construction (C) (2)		Rentable Square Feet (3) (unaudited)
	($ in thousands)
1701 Page Mill Rd., Palo Alto, CA			—	99,522	108	—	99,630	99,630	18,011	35	2016	A	128,688
3150 Porter Dr., Palo Alto, CA			—	21,715	6,327	—	28,042	28,042	4,961	35	2016	A	36,886
900 Jefferson Ave., Redwood City, CA (10)			16,668	—	109,626	18,063	108,231	126,294	27,378	35	2015	C	228,505
900 Middlefield Rd., Redwood City, CA (10)			7,959	—	50,293	8,626	49,626	58,252	12,241	35	2015	C	118,764
100 Hooper St., San Francisco, CA			78,564	—	196,708	85,510	189,762	275,272	23,632	35	2018	C	417,914
100 First St., San Francisco, CA (11)			49,150	131,238	78,071	49,150	209,309	258,459	95,413	35	2010	A	480,457
303 Second St., San Francisco, CA (12)			63,550	154,153	109,843	63,550	263,996	327,546	122,578	35	2010	A	784,658
201 Third St., San Francisco, CA			19,260	84,018	77,793	19,260	161,811	181,071	84,332	35	2011	A	346,538
360 Third St., San Francisco, CA			—	88,235	126,260	28,504	185,991	214,495	67,999	35	2011	A	429,796
250 Brannan St., San Francisco, CA			7,630	22,770	10,752	7,630	33,522	41,152	14,079	35	2011	A	100,850
301 Brannan St., San Francisco, CA			5,910	22,450	16,647	5,910	39,097	45,007	14,016	35	2011	A	82,834
333 Brannan St., San Francisco, CA			18,645	—	80,640	18,645	80,640	99,285	16,195	35	2016	C	185,602
345 Brannan St., San Francisco, CA			29,405	113,179	1,135	29,403	114,316	143,719	13,548	35	2018	A	110,050
350 Mission St., San Francisco, CA			52,815	—	212,731	52,815	212,731	265,546	44,523	35	2016	C	455,340
345 Oyster Point Blvd., South San Francisco, CA			13,745	18,575	—	13,745	18,575	32,320	2,835	35	2018	A	40,410
347 Oyster Point Blvd., South San Francisco, CA			14,071	18,289	44	14,071	18,333	32,404	2,803	35	2018	A	39,780
349 Oyster Point Blvd., South San Francisco, CA			23,112	22,601	324	23,112	22,925	46,037	4,741	35	2018	A	65,340
350 Oyster Point Blvd., South San Francisco, CA			23,719	—	178,544	23,719	178,544	202,263	6,529	35	2021	C	234,892
352 Oyster Point Blvd., South San Francisco, CA			23,449	—	166,919	23,449	166,919	190,368	5,965	35	2021	C	232,215
354 Oyster Point Blvd., South San Francisco, CA			19,538	—	142,080	19,538	142,080	161,618	5,995	35	2021	C	193,472
505 Mathilda Ave., Sunnyvale, CA			37,843	1,163	50,450	37,943	51,513	89,456	12,147	35	2014	C	212,322
555 Mathilda Ave., Sunnyvale, CA			37,843	1,163	50,447	37,943	51,510	89,453	12,146	35	2014	C	212,322
599 Mathilda Ave., Sunnyvale, CA			13,538	12,559	71	13,538	12,630	26,168	5,386	35	2012	A	76,031
605 Mathilda Ave., Sunnyvale, CA			29,014	891	77,281	29,090	78,096	107,186	27,048	35	2014	C	162,785
601 108th Ave., Bellevue, WA			—	214,095	88,313	42,680	259,728	302,408	108,785	35	2011	A	490,738
10900 NE 4th St., Bellevue, WA			25,080	150,877	51,424	25,080	202,301	227,381	80,659	35	2012	A	428,557
2001 W. 8th Ave., Seattle, WA			84,076	371,154	309	84,076	371,463	455,539	17,757	35	2021	A	539,226
701 N. 34th St., Seattle, WA			—	48,027	9,063	—	57,090	57,090	22,769	35	2012	A	141,860
801 N. 34th St., Seattle, WA			—	58,537	22,448	—	80,985	80,985	26,673	35	2012	A	173,615
837 N. 34th St., Seattle, WA			—	37,404	6,563	—	43,967	43,967	16,307	35	2012	A	112,487
320 Westlake Ave. North, Seattle, WA	83,496	(13)	14,710	82,018	14,823	14,710	96,841	111,551	30,346	35	2013	A	184,644
321 Terry Ave. North, Seattle, WA		(13)	10,430	60,003	10,717	10,430	70,720	81,150	23,174	35	2013	A	135,755
401 Terry Ave. North, Seattle, WA			22,500	77,046	31	22,500	77,077	99,577	22,544	35	2014	A	174,530
333 Dexter Ave. North, Seattle, WA			42,854	—	327,999	42,854	327,999	370,853	17,074	35	2022	C	618,766
200 W. 6th St., Austin, TX (14)			—	—	611,622	—	611,622	611,622	4,622	35	—	C	—

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION – (Continued)

December 31, 2022

	Initial Cost									Gross Amounts at Which Carried at Close of Period
Property Location	Encumb- rances			Land and Improve- ments		Buildings and Improve- ments		Costs Capitalized Subsequent  to Acquisition/ Improvement		Land and Improve- ments		Buildings and Improve- ments		Total		Accumulated Depreciation		Depreci- ation Life (1)	Date of Acquisition (A)/ Construction (C) (2)		Rentable Square Feet (3) (unaudited)
	($ in thousands)
Residential Properties:
1550 N. El Centro Ave., Los Angeles, CA (4)				16,970		39		136,782		16,970		136,821		153,791		25,942		35	2016	C	—
6390 De Longpre Ave., Hollywood, CA				12,112		—		163,539		12,112		163,539		175,651		8,132		35	2021	C	—
3200 Paseo Village Way, Del Mar, CA				106,419		—		270,120		106,419		270,120		376,539		22,815		35	2020	C	—
TOTAL OPERATING PROPERTIES	243,469			1,646,775		2,959,869		5,433,679		1,738,242		8,302,081		10,040,323		2,218,710					16,194,146
Undeveloped land and construction in progress	—			918,291		—		773,569		918,291		773,569		1,691,860		—					—
TOTAL ALL PROPERTIES	$	243,469	(15)	$	2,565,066	$	2,959,869	$	6,207,248	$	2,656,533	$	9,075,650	$	11,732,183	$	2,218,710				16,194,146

____________________

(1)The initial costs of buildings and improvements are depreciated over 35 years using a straight-line method of accounting; improvements capitalized subsequent to acquisition or development are depreciated over the shorter of the lease term or useful life, generally ranging from one to 20 years.

(2)Represents our date of construction or acquisition, or of our predecessor, the Kilroy Group.

(3)Represents the square footage of our stabilized portfolio.

(4)These properties include the allocated costs of a shared parking structure for a complex comprised of five office buildings and one residential tower.

(5)These properties secure a $160.0 million mortgage note.

(6)This property was taken out of the stabilized portfolio in the fourth quarter of 2021 for redevelopment. We completed construction and added the property back to the stabilized portfolio in the third quarter of 2022.

(7)This property was taken out of the stabilized portfolio in the first quarter of 2022 for redevelopment. We completed construction and added the property back to the stabilized portfolio in the third quarter of 2022.

(8)This property was taken out of the stabilized portfolio in the first quarter of 2022 for redevelopment in phases.

(9)This property was taken out of the stabilized portfolio in the fourth quarter of 2022 for redevelopment.

(10)These properties are owned by Redwood City Partners LLC, a consolidated property partnership.

(11)This property is owned by 100 First Street Member LLC, a consolidated property partnership.

(12)This property is owned by 303 Second Street Member LLC, a consolidated property partnership.

(13)These properties secure a $83.5 million mortgage note.

(14)This property is currently in the tenant improvement phase of our in-process development projects and not yet in the stabilized portfolio. The estimated rentable square feet for this property is 734,000 rentable square feet.

(15)Represents gross aggregate principal amount before the effect of the deferred financing costs of $0.5 million as of December 31, 2022.

As of December 31, 2022, the aggregate gross cost of property included above for federal income tax purposes approximated $9.6 billion.

The following table reconciles the historical cost of total real estate held for investment from January 1, 2020 to December 31, 2022:

	Year Ended December 31,
	2022		2021		2020
	(in thousands)
Total real estate held for investment, beginning of year	$	11,292,693	$	10,190,046	$	9,628,773
Additions during period:
Acquisitions	40,033		1,131,248		—
Improvements, etc.	439,759		547,468		645,170
Total additions during period	479,792		1,678,716		645,170
Deductions during period:
Cost of real estate sold	(32,855)		(572,985)		(44,070)
Other	(7,447)		(3,084)		(39,827)
Total deductions during period	(40,302)		(576,069)		(83,897)
Total real estate held for investment, end of year	$	11,732,183	$	11,292,693	$	10,190,046

The following table reconciles the accumulated depreciation from January 1, 2020 to December 31, 2022:

	Year Ended December 31,
	2022		2021		2020
	(in thousands)
Accumulated depreciation, beginning of year	$	2,003,656	$	1,798,646	$	1,561,361
Additions during period:
Depreciation of real estate	287,799		256,304		244,815
Total additions during period	287,799		256,304		244,815
Deductions during period:
Write-offs due to sale	(19,114)		(38,156)		(6,401)
Other	(53,631)		(13,138)		(1,129)
Total deductions during period	(72,745)		(51,294)		(7,530)
Accumulated depreciation, end of year	$	2,218,710	$	2,003,656	$	1,798,646

XML

Basis of Presentation and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Basis of Presentation and Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation The consolidated financial statements of the Company include the consolidated financial position and results of operations of the Company, the Operating Partnership, 303 Second LLC, 100 First LLC, Redwood LLC and all of our wholly-owned and controlled subsidiaries. The consolidated financial statements of the Operating Partnership include the consolidated financial position and results of operations of the Operating Partnership, 303 Second LLC, 100 First LLC, Redwood LLC and all of our wholly-owned and controlled subsidiaries. All intercompany balances and transactions have been eliminated in the consolidated financial statements.

Partially Owned Entities and Variable Interest Entities

Our accounting policy is to consolidate entities in which we have a controlling financial interest and significant decision making control over the entity's operations. In determining whether we have a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider factors such as ownership interest, board representation, management representation, size of our investment (including loans), authority to control decisions, and contractual and substantive participating rights of the members. In addition to evaluating control rights, we consolidate entities in which the other members have no substantive kick-out rights to remove the Company as the managing member.

Entities in which the equity investors do not have sufficient equity at risk to finance their endeavors without additional financial support or the holders of the equity investment at risk do not have a controlling financial interest are VIEs. We evaluate whether an entity is a VIE and whether we are the primary beneficiary. We are deemed to be the primary beneficiary of a VIE when we have the power to direct the activities of the VIE that most significantly impact the VIEs’ economic performance and the obligation to absorb losses or receive benefits that could potentially be significant to the VIE.

If the requirements for consolidation are not met, the Company would account for investments under the equity method of accounting if we have the ability to exercise significant influence over the entity. Equity method investments would be initially recorded at cost and subsequently adjusted for our share of net income or loss and cash contributions and distributions each period.

Revenue Recognition, Base Rent, Additional Rent - Reimbursements from Tenants, Other Property Income, Uncollectible Lease Receivables and Allowance for Tenant and Deferred Rent Receivables

Revenue Recognition

Rental revenue for office, life science and retail operating properties is our principal source of revenue. We recognize revenue from base rent (fixed lease payments), additional rent (variable lease payments, which consist of amounts due from tenants for common area maintenance, real estate taxes, and other recoverable costs), parking and other lease-related revenue once all of the following criteria are met: (i) the agreement has been fully executed and delivered, (ii) services have been rendered, (iii) the amount is fixed or determinable and (iv) payment has been received or the collectability of substantially all of the amount due is probable. Minimum annual rental revenues are recognized in rental revenues on a straight-line basis over the non-cancellable term of the related lease.

Base Rent

The timing of when we commence rental revenue recognition for office, life science and retail properties depends largely on our conclusion as to whether the Company or the tenant is the owner for accounting purposes of tenant improvements at the leased property. When we conclude that the Company is the owner of tenant improvements for accounting purposes, we record the cost to construct the tenant improvements as an asset and commence rental revenue recognition when the tenant takes possession of or controls the finished space, which is generally when tenant improvements being recorded as our assets are substantially complete. In certain instances, when we conclude that the tenant is the owner of certain tenant improvements for accounting purposes, rental revenue recognition begins when the tenant takes possession or controls the physical use of the leased space. The determination of who owns the tenant improvements is made on a lease-by-lease basis and has a significant effect on the timing of commencement of revenue recognition. Further, the Company may deliver leased space in phases, rather than for an entire building or project, resulting in various revenue commencement dates for a particular lease, which involves significant judgment surrounding when the tenant takes possession of or controls each respective phase, building or project.

When we conclude that the Company is the owner of tenant improvements for accounting purposes, we record the cost to construct the tenant improvements, including costs paid for or reimbursed by the tenants, as an asset. For these tenant-funded tenant improvements, we record the amount funded by or reimbursed by tenants as deferred revenue, which is amortized and recognized as rental income on a straight-line basis over the term of the related lease.

When we conclude that the tenant is the owner of certain tenant improvements for accounting purposes, we record our contribution towards those tenant-owned improvements as a lease incentive, which is included in deferred leasing costs and acquisition-related intangible assets, net on our consolidated balance sheets and amortized as a reduction to rental revenue on a straight-line basis over the term of the related lease.

For residential properties, we commence revenue recognition upon lease commencement. Residential rental revenue is recognized on a straight-line basis over the term of the related lease, net of any concessions.

When a lease is amended, which may occur from time to time, we determine whether (1) an additional right of use not included in the original lease is being granted as a result of the modification, and (2) there is an increase in the lease payments that is commensurate with the standalone price for the additional right of use. If both of those conditions are met, the amendment is accounted for as a separate lease contract. If either of those conditions are not met, the amendment is accounted for as a lease modification. Most of our lease amendments are accounted for as a modification of our operating leases which will likely require us to reassess both the lease term and fixed lease payments, including considering any prepaid or deferred rent receivables relating to the original lease, as a part of the lease payments for the modified lease.

Termination options in some of our leases allow the tenant to terminate the lease, in part or in whole, prior to the end of the lease term under certain circumstances. Termination options require advance notification from the tenant and payment of a termination fee that reimburses us for a portion of the remaining rent under the original lease term and the net book value of lease inception costs such as commissions, tenant improvements and lease

incentives. Termination fee income, included in rental income, is recognized on a straight-line basis from the date of notification of early termination through lease expiration when the amount of the fee is determinable and collectability of the fee is probable. This fee income is reduced on a straight-line basis by any deferred rent receivable related to the lease projected at the date of tenant vacancy.

Additional Rent - Reimbursements from Tenants

Additional rent, consisting of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs, are recognized in rental income in the period the recoverable costs are incurred. Additional rent where we pay the associated costs directly to third-party vendors and are reimbursed by our tenants are recognized and recorded on a gross basis, with the corresponding expense recognized in property expenses or real estate taxes.

Other Property Income

Other property income primarily includes amounts recorded in connection with transient daily parking, tenant bankruptcy settlement payments, broken deal income and property damage settlement related payments. Other property income also includes miscellaneous income from tenants, restoration fees and fees for late rental payments. Amounts recorded within other property income fall within the scope of ASC Topic 606 “Revenue from Contracts with Customers” and are recognized as revenue at the point in time when control of the goods or services transfers to the customer and our performance obligation is satisfied.

Uncollectible Lease Receivables and Allowances for Tenant and Deferred Rent Receivables

We carry our current and deferred rent receivables net of allowances for amounts that may not be collected. These allowances are increased or decreased through rental income, and our determination of the adequacy of the Company’s allowances for tenant receivables includes a binary assessment of whether or not substantially all of the amounts due under a tenant’s lease agreement are probable of collection. Such assessment involves using a methodology that incorporates a specific identification analysis and an aging analysis and considers the current economic and business environment. This determination requires significant judgment and estimates about matters that are uncertain at the time the estimates are made, including the creditworthiness of specific tenants, specific industry trends and conditions, and general economic trends and conditions. For leases that are deemed probable of collection, revenue continues to be recorded on a straight-line basis over the lease term. For leases that are deemed not probable of collection, revenue is recorded as the lesser of (i) the amount which would be recognized on a straight-line basis or (ii) cash that has been received from the tenant, including deferred revenue, with any tenant and deferred rent receivable balances charged as a direct write-off against rental income in the period of the change in the collectability determination. If the collectability determination subsequently changes to being probable of collection for leases for which revenue is recorded based on cash received from the tenant, we resume recognizing revenue, including deferred revenue, on a straight-line basis and recognize incremental revenue related to the reinstatement of cumulative deferred rent receivable and deferred revenue balances, as if revenue had been recorded on a straight-line basis since the inception of the lease.

For tenant and deferred rent receivables associated with leases whose rents are deemed probable of collection, we may record an allowance under other authoritative GAAP using a methodology that incorporates a specific identification analysis and an aging analysis and considers the current economic and business environment. This determination requires significant judgment and estimates about matters that are uncertain at the time the estimates are made, including the creditworthiness of specific tenants, specific industry trends and conditions, and general economic trends and conditions. Tenant and deferred rent receivables deemed probable of collection are carried net of allowances for uncollectible accounts, with increases or decreases in the allowances recorded through rental income on our consolidated statements of operations.

Current tenant receivables consist primarily of amounts due for contractual lease payments and reimbursements of common area maintenance expenses, property taxes, and other costs recoverable from tenants. With respect to the allowance for uncollectible tenant receivables, the specific identification methodology analysis relies on factors such as the age and nature of the receivables, the payment history and financial condition of the tenant, our

assessment of the tenant’s ability to meet its lease obligations, and the status of negotiations of any disputes with the tenant.

Deferred rent receivables represent the amount by which the cumulative straight-line rental revenue recorded to date exceeds cash rents billed to date under the lease agreement. With respect to the allowance for deferred rent receivables, given the longer-term nature of these receivables, the specific identification methodology analysis evaluates each of our significant tenants and any tenants on our internal watchlist and relies on factors such as each tenant’s financial condition and its ability to meet its lease obligations. We evaluate our reserve levels quarterly based on changes in the financial condition of tenants and our assessment of the tenant’s ability to meet its lease obligations, overall economic conditions, and the current business environment.

Acquisitions

Acquisitions

Acquisitions of operating properties and development and redevelopment opportunities generally do not meet the definition of a business and are accounted for as asset acquisitions, as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. For these asset acquisitions, we record the acquired tangible and intangible assets and assumed liabilities based on each asset’s and liability’s relative fair value at the acquisition date of the total purchase price plus any capitalized acquisition costs. We record the acquired tangible and intangible assets and assumed liabilities of acquisitions of operating properties and development and redevelopment opportunities that meet the accounting criteria to be accounted for as business combinations at fair value at the acquisition date. Transaction costs associated with asset acquisitions, including costs incurred during negotiation, are capitalized in addition to the purchase price of the acquisition.

The acquired assets and assumed liabilities for an acquisition generally include but are not limited to (i) land and improvements, buildings and improvements, undeveloped land and construction in progress and (ii) identified tangible and intangible assets and liabilities associated with in-place leases, including tenant improvements, leasing costs, value of above-market and below-market operating leases and ground leases, acquired in-place lease values and tenant relationships, if any. Any debt assumed and equity (including common units of the Operating Partnership) issued in connection with a property acquisition is recorded at fair value on the date of acquisition.

The fair value of land and improvements is derived from comparable sales of land and improvements within the same submarket and/or region. The fair value of buildings and improvements, tenant improvements and leasing costs considers the value of the property as if it was vacant as well as current replacement costs and other relevant market rate information.

The fair value of the above-market or below-market component of an acquired in-place operating lease is based upon the present value (calculated using a market discount rate) of the difference between (i) the contractual rents to be paid pursuant to the lease over its remaining non-cancellable lease term and (ii) our estimate of the rents that would be paid using fair market rental rates and rent escalations at the date of acquisition measured over the remaining non-cancellable term of the lease for above-market operating leases and the initial non-cancellable term plus the term of any below-market fixed rate renewal options, if applicable, for below-market operating leases. Our below-market operating leases generally do not include fixed rate or below-market renewal options. The amounts recorded for above-market operating leases are included in deferred leasing costs and acquisition-related intangible assets, net on the balance sheet and are amortized on a straight-line basis as a reduction of rental income over the remaining term of the applicable leases. The amounts recorded for below-market operating leases are included in deferred revenue and acquisition-related intangible liabilities, net on the balance sheet and are amortized on a straight-line basis as an increase to rental income over the remaining term of the applicable leases plus the term of any below-market fixed rate renewal options, if applicable. The amortization of a below-market ground lease obligation is recorded as an increase to ground lease expense in the consolidated statements of operations for the periods presented. The amortization of an above-market ground lease obligation is recorded as a decrease to ground lease expense in the consolidated statements of operations for the periods presented.

The fair value of acquired in-place leases is derived based on our assessment of lost revenue and costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased. The amount recorded for acquired in-place leases is included in deferred leasing costs and acquisition-related intangible assets,

net on the balance sheet and amortized as an increase to depreciation and amortization expense over the remaining term of the applicable leases. Fully amortized intangible assets are written off each quarter.

Operating Properties, Cost Capitalization, Depreciation and Amortization of Buildings and Improvements

Operating Properties

Operating properties are generally carried at historical cost less accumulated depreciation. Properties held for sale are reported at the lower of the carrying value or the fair value less estimated cost to sell. The cost of operating properties includes the purchase price or development costs of the properties. Costs incurred for the renovation and betterment of the operating properties are capitalized to our investment in that property. Maintenance and repairs are charged to expense as incurred.

When evaluating properties to be held and used for potential impairment, we first evaluate whether there are any indicators of impairment for any of our properties. If any impairment indicators are present for a specific property, we then evaluate the regional market conditions that could reasonably affect the property. If there are negative changes and trends in that regional market, we then perform an undiscounted cash flow analysis and compare the net carrying amount of the property to the property’s estimated undiscounted future cash flow over the anticipated holding period. If the estimated undiscounted future cash flow is less than the net carrying amount of the property, we perform an impairment loss calculation to determine if the fair value of the property is less than the net carrying value of the property. Our impairment loss calculation compares the net carrying amount of the property to the property’s estimated fair value, which may be based on estimated discounted future cash flow calculations or third-party valuations or appraisals. We would recognize an impairment loss if the property's net carrying amount exceeds the property's estimated fair value. If we were to recognize an impairment loss, the estimated fair value of the property becomes its new cost basis. For a depreciable long-lived asset, the new cost basis would be depreciated (amortized) over the remaining useful life of that asset.

Cost Capitalization

All costs clearly associated with the development, redevelopment and construction of a property are capitalized as project costs, including internal compensation costs. In addition, the following costs are capitalized as project costs during periods in which activities necessary to prepare development and redevelopment properties for their intended use are in progress: pre-construction costs essential to the development of the property, interest, real estate taxes and insurance.

•For office, life science and retail development and redevelopment properties that are pre-leased, we cease capitalization when revenue recognition commences, which is upon substantial completion of tenant improvements deemed to be the Company’s asset for accounting purposes.

•For office, life science and retail development and redevelopment properties that are not pre-leased, we may not immediately build out the tenant improvements. Therefore, we cease capitalization when revenue recognition commences upon substantial completion of the tenant improvements deemed to be the Company’s asset for accounting purposes, but in any event, no later than one year after the cessation of major base building construction activities. We also cease capitalization on a development or redevelopment property when activities necessary to prepare the property for its intended use have been suspended.

•For office, life science and retail development or redevelopment properties with multiple tenants and phased leasing, we cease capitalization and begin depreciation on the portion of the development or redevelopment property for which revenue recognition has commenced.

•For residential development properties, we cease capitalization when the property is substantially complete and available for occupancy.

Once major base building construction activities have ceased and the development or redevelopment property or phases of the development or redevelopment project is placed in service, which may occur in phases or for an entire building or project, the costs capitalized to construction in progress are transferred to land and improvements,

buildings and improvements, and deferred leasing costs on our consolidated balance sheets as the historical cost of the property.

Depreciation and Amortization of Buildings and Improvements

The costs of buildings and improvements and tenant improvements are depreciated using the straight-line method of accounting over the estimated useful lives set forth in the table below.

Real Estate Assets Held for Sale, Dispositions and Discontinued Operations

Real Estate Assets Held for Sale, Dispositions and Discontinued Operations

A real estate asset is classified as held for sale when certain criteria are met, including but not limited to the availability of the asset for immediate sale, the existence of an active program to locate a buyer and the probable sale or transfer of the asset within one year. If such criteria are met, we present the applicable assets and liabilities related to the real estate asset, if material, separately on the balance sheet as held for sale and we would cease to record depreciation and amortization expense. Real estate assets held for sale are reported at the lower of their carrying value or their estimated fair value less the estimated costs to sell. As of December 31, 2022 and 2021, we did not have any properties classified as held for sale.

Property disposals representing a strategic shift that have (or will have) a major effect on the Company’s operations and financial results, such as a major line of business, a major geographical area or a major equity investment, are required to be presented as discontinued operations. If we were to determine that a property disposition represents a strategic shift, the revenues, expenses and net gain (loss) on dispositions of the property would be recorded in discontinued operations for all periods presented through the date of the applicable disposition. The operations of the properties sold during the years ended December 31, 2022, 2021 and 2020 are presented in continuing operations as they did not represent a strategic shift in the Company’s operations and financial results.

The net gains (losses) on dispositions of non-depreciable real estate property, including land, are reported in the consolidated statements of operations as gains (losses) on sale of land within continuing operations in the period the land is sold. The net gains (losses) on dispositions of depreciable real estate property are reported in the consolidated statements of operations as gains (losses) on sales of depreciable operating properties within continuing operations in the period the property is sold.

Cash and Cash Equivalents

Cash and Cash Equivalents

We consider all highly-liquid investments with original maturities of three months or less to be cash equivalents.

Restricted Cash

Restricted CashRestricted cash consists of cash proceeds from dispositions that are temporarily held at qualified intermediaries for purposes of facilitating potential Section 1031 Exchanges, and cash held in escrow related to acquisition and disposition holdbacks. Restricted cash also includes cash held as collateral to provide credit enhancement for the Operating Partnership’s mortgage debt, including cash reserves for capital expenditures, tenant improvements and property taxes and cash investments with original maturities greater than 3 months.

Marketable Securities

Marketable securities reported in our consolidated balance sheets represent the assets held in connection with the Kilroy Realty Corporation 2007 Deferred Compensation Plan (the “Deferred Compensation Plan”) (see Note 16 “Employee Benefit Plans” for additional information). The Deferred Compensation Plan assets are held in a limited rabbi trust and invested in various mutual and money market funds. As a result, the marketable securities are treated as trading securities for financial reporting purposes and are adjusted to fair value at the end of each accounting period.

Deferred Compensation Plan

At the time eligible management employees (“Participants”) defer compensation or earn mandatory Company contributions, or if we were to make a discretionary contribution, we record compensation cost and a corresponding deferred compensation plan liability, which is included in accounts payable, accrued expenses, and other liabilities on our consolidated balance sheets. This liability is adjusted to fair value at the end of each accounting period based on the performance of the benchmark funds selected by each Participant, and the impact of adjusting the liability to fair value is recorded as an increase or decrease to compensation cost. The impact of adjusting the deferred compensation plan liability to fair value and the changes in the value of the marketable securities held in connection with the Deferred Compensation Plan generally offset and therefore do not significantly impact net income.

Deferred Leasing Costs

Deferred Leasing Costs

Costs incurred in connection with successful property leasing are capitalized as deferred leasing costs and classified as investing activities in the statement of cash flows. Deferred leasing costs consist of leasing commissions paid to external third party brokers and lease incentives, and are amortized using the straight-line method of accounting over the lives of the leases which generally range from one to 20 years. We may re-evaluate the remaining useful lives of leasing costs as the creditworthiness of our tenants and economic and market conditions change. If we determine that the estimated remaining life of a lease has changed, we adjust the amortization period accordingly. Fully amortized deferred leasing costs are written off each quarter.

Deferred Financing Costs and Debt Discounts and Premiums

Deferred Financing Costs

Financing costs related to the origination or assumption of long-term debt are deferred and generally amortized using the straight-line method of accounting, which approximates the effective interest method, over the contractual terms of the applicable financings. Fully amortized deferred financing costs are written off when the corresponding financing is repaid.

Debt Discounts and Premiums

Original issuance debt discounts and discounts/premiums related to recording debt acquired in connection with operating property acquisitions at fair value are generally amortized and accreted on a straight-line basis, which approximates the effective interest method. Discounts are recorded as additional interest expense from date of issuance or acquisition through the contractual maturity date of the related debt. Premiums are recorded as a reduction to interest expense from the date of issuance or acquisition through the contractual maturity date of the related debt.

Noncontrolling Interests and Common Partnership Interests

Noncontrolling Interests - Common Units of the Operating Partnership in the Company's Consolidated Financial Statements

Common units of the Operating Partnership within noncontrolling interests in the Company’s consolidated financial statements represent the common limited partnership interests in the Operating Partnership not held by the Company (“noncontrolling common units”). Noncontrolling common units are presented in the equity section of the Company’s consolidated balance sheets and are reported at their proportionate share of the net assets of the Operating Partnership. Noncontrolling interests with redemption provisions that permit the issuer to settle in either cash or shares of common stock must be further evaluated to determine whether equity or temporary equity classification on the balance sheet is appropriate. Since the common units contain such a provision, we evaluated

the accounting guidance and determined that the common units qualify for equity presentation in the Company’s consolidated financial statements. Net income attributable to noncontrolling common units is allocated based on their relative ownership percentage of the Operating Partnership during the reported period. The noncontrolling interest ownership percentage is determined by dividing the number of noncontrolling common units by the total number of common units outstanding. The issuance or redemption of additional shares of common stock or common units results in changes to the noncontrolling interest percentage as well as the total net assets of the Company. As a result, all equity transactions result in an allocation between equity and the noncontrolling interest in the Company’s consolidated balance sheets and statements of equity to account for the changes in the noncontrolling interest ownership percentage as well as the change in total net assets of the Company.

Noncontrolling Interests in Consolidated Property Partnerships

Noncontrolling interests in consolidated property partnerships represent the equity interests held by unrelated third parties in our three consolidated property partnerships (see Note 11 “Noncontrolling Interests on the Company’s Consolidated Financial Statements” and see Note 12 “Noncontrolling Interests on the Operating Partnership’s Consolidated Financial Statements”). Noncontrolling interests in consolidated property partnerships are not redeemable and are presented as permanent equity in the Company's consolidated balance sheets. We account for the noncontrolling interests in consolidated property partnerships using the hypothetical liquidation at book value (“HLBV”) method to attribute the earnings or losses of the consolidated property partnerships between the controlling and noncontrolling interests. Under the HLBV method, the amounts reported as noncontrolling interests in consolidated property partnerships in the consolidated balance sheets represent the amounts the noncontrolling interests would hypothetically receive at each balance sheet reporting date under the liquidation provisions of the governing agreements assuming the net assets of the consolidated property partnerships were liquidated at recorded amounts and distributed between the controlling and noncontrolling interests in accordance with the governing documents. The net income attributable to noncontrolling interests in consolidated property partnerships in the consolidated statements of operations is associated with the increase or decrease in the noncontrolling interest holders’ contractual claims on the respective entities’ balance sheets assuming a hypothetical liquidation at the end of that reporting period when compared with their claims on the respective entities’ balance sheets assuming a hypothetical liquidation at the beginning of that reporting period, after removing any contributions or distributions.

Common Partnership Interests on the Operating Partnership’s Consolidated Balance Sheets

The common units held by the Company and the noncontrolling common units held by the common limited partners are both presented in the permanent equity section of the Operating Partnership’s consolidated balance sheets in partners’ capital. The redemption rights of the noncontrolling common units permit us to settle the redemption obligation in either cash or shares of the Company’s common stock at our option (see Note 11 “Noncontrolling Interests on the Company’s Consolidated Financial Statements” for additional information).

Noncontrolling Interests on the Operating Partnership’s Consolidated Financial Statements

Noncontrolling interests in the Operating Partnership’s consolidated financial statements include the noncontrolling interest in property partnerships (see Note 12 “Noncontrolling Interests on the Operating Partnership’s Consolidated Financial Statements”).

Equity Offerings

Equity Offerings

Underwriting commissions and offering costs incurred in connection with common equity offerings and our at-the-market stock offering program (see Note 13 “Stockholders’ Equity of the Company”) are reflected as a reduction of additional paid-in capital. Issuance costs incurred in connection with preferred equity offerings are reflected as a reduction of the carrying value of the preferred equity.

Sales of our common stock under forward equity sale agreements meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments based on the following assessment: (i) none of the agreements’ exercise contingencies were 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 precluded the agreements from being indexed to our own stock. The net proceeds from any equity offering of the Company are generally contributed to the Operating Partnership in exchange for a number of common units equivalent to the number of shares of common stock issued and are reflected in the Operating Partnership’s consolidated financial statements as an increase in partners’ capital.

Share-based Incentive Compensation Accounting

Share-based Incentive Compensation Accounting

Compensation cost for all share-based awards, including options, requires measurement at estimated fair value on the grant date. Compensation cost is recognized on a straight-line basis over the service vesting period, which represents the requisite service period. The grant date fair value of market measure-based share-based compensation plans are calculated using a Monte Carlo simulation pricing model. Equity awards settled in cash are valued at the fair value of our common stock on the period end date through the settlement date. Equity awards settled in cash are remeasured at each reporting period and are recognized as a liability in the consolidated balance sheet during the vesting period until settlement. Forfeitures of all share-based awards are recognized when they occur.

For share-based awards in which the performance period precedes the grant date, we recognize compensation cost over the requisite service period, which includes both the performance and service vesting periods, using the accelerated attribution expense method. The requisite service period begins on the date the Executive Compensation Committee authorizes the award and adopts any relevant performance measures.

For share-based awards with performance-based measures, the total estimated compensation cost is based on our most recent estimate of the probable achievement of the pre-established specific corporate performance measures. These estimates are based on actual results and our latest internal forecasts for each performance measure. For share-based awards with market measures, the total estimated compensation cost is based on the fair value of the award at the grant date. For share-based awards with performance-based measures and market measures, the total estimated compensation cost is based on the fair value per share at the grant date multiplied by our most recent estimate of the number of shares to be earned based on actual results and the probable achievement of the pre-established corporate performance measures based on our latest internal forecasts.

In accordance with the provisions of our share-based incentive compensation plan, we accept the return of shares of Company common stock, at the current quoted market price, from employees to satisfy minimum statutory tax-withholding requirements related to shares that vested during the period.

For share-based awards granted by the Company, the Operating Partnership issues a number of common units equal to the number of shares of common stock ultimately granted by the Company in respect of such awards.

Basic and Diluted Net Income Available to Common Stockholders (Unitholders) per Share (Unit)

Basic and Diluted Net Income Available to Common Stockholders per Share

Basic net income available to common stockholders per share is computed by dividing net income available to common stockholders, after preferred distributions and the allocation of income to participating securities, by the weighted-average number of shares of common stock outstanding for the period. Diluted net income available to common stockholders per share is computed by dividing net income available for common stockholders, after preferred distributions and the allocation of income to participating securities, by the sum of the weighted-average number of shares of common stock outstanding for the period plus the assumed exercise of all dilutive securities. The impact of the outstanding common units is considered in the calculation of diluted net income available to common stockholders per share. The common units are not reflected in the diluted net income available to common stockholders per share calculation because the exchange of common units into common stock is on a one for one basis, and the common units are allocated net income on a per share basis equal to the common stock (see Note 21 “Net Income Available to Common Stockholders Per Share of the Company”). Accordingly, any exchange would not have any effect on diluted net income (loss) available to common stockholders per share.

Nonvested share-based payment awards (including nonvested restricted stock units (“RSUs”), vested market-measure RSUs and vested dividend equivalents issued to holders of RSUs) containing nonforfeitable rights to dividends or dividend equivalents are accounted for as participating securities and included in the computation of basic and diluted net income available to common stockholders per share pursuant to the two-class method. The dilutive effect of shares issuable under executed forward equity sale agreements, if any, and stock options are reflected in the weighted average diluted outstanding shares calculation by application of the treasury stock method. The dilutive effect of the outstanding nonvested shares of common stock (“nonvested shares”) and RSUs that have not yet been granted but are contingently issuable under the share-based compensation programs is reflected in the weighted average diluted shares calculation by application of the treasury stock method at the beginning of the quarterly period in which all necessary conditions have been satisfied.

Basic and Diluted Net Income Available to Common Unitholders per Unit

Basic net income available to common unitholders per unit is computed by dividing net income available to common unitholders, after preferred distributions and the allocation of income to participating securities, by the weighted-average number of vested common units outstanding for the period. Diluted net income available to common unitholders per unit is computed by dividing net income available to common unitholders, after preferred distributions and the allocation of income to participating securities, by the sum of the weighted-average number of common units outstanding for the period plus the assumed exercise of all dilutive securities.

The dilutive effect of stock options, outstanding nonvested shares, RSUs, awards containing nonforfeitable rights to dividend equivalents and shares issuable under executed forward equity sale agreements, if any, are reflected in diluted net income available to common unitholders per unit in the same manner as noted above for net income available to common stockholders per share.

Fair Value Measurements

Fair Value Measurements

The fair values of our financial assets and liabilities are disclosed in Note 19, “Fair Value Measurements and Disclosures,” to our consolidated financial statements. The only financial assets recorded at fair value on a recurring basis in our consolidated financial statements are our marketable securities. We elected not to apply the fair value option for any of our eligible financial instruments or other items.

We determine the estimated fair value of financial assets and liabilities utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. This hierarchy requires the use of observable market data when available. The following is the fair value hierarchy:

•Level 1 – quoted prices for identical instruments in active markets;

•Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

•Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

We determine the fair value for the marketable securities using quoted prices in active markets for identical assets. Our other financial instruments, which are only disclosed at fair value, are comprised of secured debt, unsecured senior notes, unsecured line of credit and unsecured term loan facility.

We generally determine the fair value of our secured debt, unsecured debt, unsecured term loan facility and unsecured line of credit by performing discounted cash flow analyses using an appropriate market discount rate. We calculate the market rate by obtaining period-end treasury rates for maturities that correspond to the maturities of our

fixed-rate debt and then adding an appropriate credit spread based on information obtained from third-party financial institutions. These credit spreads take into account factors, including but not limited to, our credit profile, the tenure of the debt, amortization period, whether the debt is secured or unsecured, and the loan-to-value ratio of the debt to the collateral. These calculations are significantly affected by the assumptions used, including the discount rate, credit spreads and estimates of future cash flow. Prior to amending the terms of our unsecured line of credit in October 2022, we calculated the market rate by obtaining the period-end LIBOR and then adding an appropriate credit spread based on our credit ratings and the amended terms of our unsecured line of credit agreement. Subsequent to amending the terms of our unsecured line of credit in October 2022, we calculate the market rate by obtaining Adjusted SOFR and then adding an appropriate credit spread based on our credit ratings and the amended terms of our unsecured line of credit agreement. We determine the fair value of each of our publicly traded unsecured senior notes based on their quoted trading price at the end of the reporting period, if such prices are available.

Carrying amounts of our cash and cash equivalents, restricted cash and accounts payable approximate fair value due to their short-term maturities.

Income Taxes

Income Taxes

We have elected to be taxed as a REIT under Sections 856 through 860 of the Code. To qualify as a REIT, we must distribute annually at least 90% of our adjusted taxable income, as defined in the Code, to our stockholders and satisfy certain other organizational and operating requirements. We generally will not be subject to federal income taxes if we distribute 100% of our taxable income for each year to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income taxes on our taxable income at regular corporate rates and we may not be able to qualify as a REIT for four subsequent taxable years. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property and to federal income taxes and excise taxes on our undistributed taxable income. We believe that we have met all of the REIT distribution and technical requirements for the years ended December 31, 2022, 2021 and 2020, and we were not subject to any federal income taxes (see Note 24 “Tax Treatment of Distributions” for additional information). We intend to continue to adhere to these requirements and maintain the Company’s REIT status. Accordingly, no provision for income taxes has been made in the accompanying financial statements.

In addition, any taxable income from our taxable REIT subsidiaries are subject to federal, state, and local income taxes. For the years ended December 31, 2022, 2021 and 2020 the taxable REIT subsidiaries had de minimis taxable income.

Uncertain Tax Positions

Uncertain Tax Positions

We include favorable tax positions in the calculation of tax liabilities if it is more likely than not that our adopted tax position will prevail if challenged by tax authorities.

We evaluated the potential impact of identified uncertain tax positions for all tax years still subject to audit under state and federal income tax law and concluded that we did not have any unrecognized tax benefits or any additional tax liabilities as of December 31, 2022 or 2021. As of December 31, 2022, the years still subject to audit are 2018 through 2022 under the California state income tax law and 2019 through 2022 under the federal income tax law.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates.

Segments

SegmentsWe currently operate in one operating segment, our office and life science properties segment.

Concentration of Credit Risk

Concentration of Credit RiskAll of our properties and development and redevelopment projects are owned and all of our business is currently conducted in the state of California with the exception of the ownership and operation of ten stabilized office properties and one future development project located in the state of Washington and one development project in the tenant improvement phase and one future development project located in Austin, Texas. The ability of tenants to honor the terms of their leases is dependent upon the economic, regulatory, and social factors affecting the communities in which our tenants operate.

XML

Organization and Ownership (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Real Estate Properties

Our stabilized portfolio of operating properties was comprised of the following properties at December 31, 2022:

	Number of Buildings	Rentable Square Feet (unaudited)	Number of Tenants	Percentage  Occupied (unaudited)(1)		Percentage Leased (unaudited)
Stabilized Office Properties (2)	119	16,194,146	406	91.6	%	92.9	%

_______________________

(1)Represents economic occupancy.

(2)Includes stabilized life science and retail space.

	Number of Projects	Number of Units	2022 Average Occupancy (unaudited)
Stabilized Residential Properties	3	1,001	93.5	%

We did not have any properties held for sale at December 31, 2022. As of December 31, 2022, the following properties were excluded from our stabilized portfolio:

	Number of Properties/Projects	Estimated Rentable Square Feet (1) (unaudited)
In-process development projects - tenant improvement	1	734,000
In-process development projects - under construction	2	946,000
In-process redevelopment projects - under construction	2	100,000

____________________

(1)Estimated rentable square feet upon completion.

XML

Basis of Presentation and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Basis of Presentation and Significant Accounting Policies [Abstract]

Schedule of Buildings, Improvements, and Tenant Improvements Depreciation

The costs of buildings and improvements and tenant improvements are depreciated using the straight-line method of accounting over the estimated useful lives set forth in the table below. Depreciation expense for buildings and improvements for the three years ended December 31, 2022, 2021, and 2020 was $287.8 million, $256.3 million, and $244.8 million, respectively.

Asset Description	Depreciable Lives
Buildings and improvements	25 – 40 years
Tenant improvements	1 – 20 years (1)

____________________

(1)Tenant improvements are amortized over the shorter of the lease term or the estimated useful life.

XML

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Acquisitions

We did not acquire any operating properties during the year ended December 31, 2022. During the year ended December 31, 2021, we acquired the operating property listed below from an unrelated third party.

Property	Date of Acquisition	Number of Buildings	Rentable Square Feet (unaudited)	Purchase Price (in millions) (1)
2021 Acquisition
2001 West 8th Avenue, Seattle, WA (2)	September 17, 2021	1	539,226	$	490.0

________________________ 

(1)Excludes acquisition-related costs.

(2)The results of operations for the property acquired during 2021 contributed $9.9 million to revenue and a net loss of $3.1 million for the year ended December 31, 2021 primarily due to the amortization of in-place leases acquired.

The following table summarizes the development sites acquired from unrelated third parties during the years ended December 31, 2022 and 2021:

Project	Date of Acquisition	City/Submarket	Purchase Price (in millions) (1)
2022 Acquisitions
10615 Burnet Road, Austin, TX (2)	March 9, 2022	Stadium District / Domain	$	40.0
Total 2022 Acquisitions			$	40.0
2021 Acquisitions
2045 Pacific Highway, San Diego, CA (2)(3)	June 22, 2021	Little Italy	$	42.0
200 W. 6th Street, Austin, TX (4)	June 23, 2021	Austin CBD	580.2
Total 2021 Acquisitions			$	622.2

_______________________ 

(1)Excludes acquisition-related costs.

(2)This property was added to our future development pipeline.

(3)In connection with this acquisition, we also recorded $5.2 million of environmental remediation liabilities as of the date of acquisition, which is not included in the purchase price above.

(4)This property was added to the tenant improvement phase as it was acquired upon completion of core/shell. In connection with this acquisition, we assumed the underlying ground lease for the property and recorded a right of use ground lease asset and ground lease liability of $46.4 million. We evaluated the ground lease and concluded it met the criteria to be classified as an operating lease. The discount rate used in determining the present value of the minimum future lease payments was 3.97%. Refer to Note 18 “Commitments and Contingencies” for further discussion of the Company’s ground lease obligations.

Schedule of Estimated Fair Values of the Assets Acquired and Liabilities Assumed

The related assets, liabilities and results of operations of the acquired property are included in the consolidated financial statements as of the date of acquisition. The following table summarizes the estimated relative fair values of the assets acquired and liabilities assumed at the acquisition date for our 2021 operating property acquisition:

	Total 2021 Operating Property Acquisition
Assets
Land and improvements	$	84,033
Buildings and improvements (1)	370,967
Deferred leasing costs and acquisition-related intangible assets (2)	49,882
Total assets acquired	$	504,882
Liabilities
Acquisition-related intangible liabilities (3)	$	15,112
Total liabilities assumed	$	15,112
Net assets acquired	$	489,770

________________________ 

(1)Represents buildings, building improvements and tenant improvements.

(2)Represents in-place leases (approximately $46.5 million with a weighted average amortization period of 2.2 years), leasing commissions (approximately $3.1 million with a weighted average amortization period of 3.1 years) and an above-market lease (approximately $0.3 million with a weighted average amortization period of 8.4 years).

(3)Represents below-market leases (approximately $15.1 million with a weighted average amortization period of 2.4 years).

XML

Dispositions (Tables)

12 Months Ended

Dec. 31, 2022

Discontinued Operations and Disposal Groups [Abstract]

Schedule Operating Properties and Land Dispositions

The following table summarizes the operating properties sold during the years ended December 31, 2022, 2021 and 2020:

Location	Month of Disposition	Number of Buildings	Rentable Square Feet (unaudited)	Sales Price (in millions) (1)
2022 Dispositions
3130 Wilshire Boulevard, Santa Monica, CA	August	1	96,085	$	48.0
Total 2022 Dispositions		1	96,085	$	48.0
2021 Dispositions
1800 Owens Street, San Francisco, CA (The Exchange on 16th)	March	1	750,370	$	1,081.5
13280 & 13290 Evening Creek Drive South, San Diego, CA	December	2	102,376	37.0
Total 2021 Dispositions		3	852,746	$	1,118.5
2020 Dispositions
331 Fairchild Drive, Mountain View, CA	December	1	87,147	$	75.9
Total 2020 Dispositions		1	87,147	$	75.9

____________________

(1)Represents gross sales price before broker commissions, closing costs, and purchase price credits.

XML

Deferred Leasing Costs and Acquisition-Related Intangible Assets and Liabilities, net (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Identified Deferred Leasing Costs and Acquisition-Related Intangible Assets

The following table summarizes our deferred leasing costs and acquisition-related intangible assets (acquired value of leasing costs, above-market operating leases, and in-place leases) and intangible liabilities (acquired value of below-market operating leases) as of December 31, 2022 and 2021:

	December 31, 2022		December 31, 2021
	(in thousands)
Deferred Leasing Costs and Acquisition-related Intangible Assets, net:
Deferred leasing costs	$	301,967	$	285,247
Accumulated amortization	(121,545)		(107,329)
Deferred leasing costs, net	180,422		177,918
Above-market operating leases	260		260
Accumulated amortization	(39)		(8)
Above-market operating leases, net	221		252
In-place leases	114,435		80,782
Accumulated amortization	(44,232)		(24,494)
In-place leases, net	70,203		56,288
Total deferred leasing costs and acquisition-related intangible assets, net	$	250,846	$	234,458
Acquisition-related Intangible Liabilities, net: (1)
Below-market operating leases	$	52,380	$	32,953
Accumulated amortization	(14,943)		(10,700)
Below-market operating leases, net	37,437		22,253
Total acquisition-related intangible liabilities, net	$	37,437	$	22,253

____________________

(1)Included in deferred revenue and acquisition-related intangible liabilities, net in the consolidated balance sheets.

Schedule of Amortization for the Period Related to Deferred Leasing Costs and Acquisition-Related Intangibles

The following table sets forth amortization related to deferred leasing costs and acquisition-related intangibles for the years ended December 31, 2022, 2021 and 2020.

	Year Ended December 31,
	2022		2021		2020
	(in thousands)
Deferred leasing costs (1)	$	31,059	$	32,472	$	33,624
Above-market operating leases (2)	31		8		495
In-place leases (1)	31,647		14,562		11,759
Below-market operating leases (3)	(10,508)		(6,912)		(10,748)
Total	$	52,229	$	40,130	$	35,130

____________________

(1)    The amortization of deferred leasing costs and in-place leases is recorded to depreciation and amortization expense and the amortization of lease incentives is recorded as a reduction to rental income in the consolidated statements of operations for the periods presented.

(2)    The amortization of above-market operating leases is recorded as a decrease to rental income in the consolidated statements of operations for the periods presented.

(3)    The amortization of below-market operating leases is recorded as an increase to rental income in the consolidated statements of operations for the periods presented.

Schedule of Estimated Annual Amortization Related to Deferred Leasing Costs and Acquisition-Related Intangibles

The following table sets forth the estimated annual amortization expense related to deferred leasing costs and acquisition-related intangibles as of December 31, 2022 for future periods:

Year Ending	Deferred Leasing Costs		Above-Market Operating Leases (1)		In-Place Leases		Below-Market Operating Leases (2)
	(in thousands)
2023	$	29,783	$	31	$	15,469	$	(8,105)
2024	26,158		31		6,742		(3,602)
2025	23,892		31		6,700		(3,506)
2026	20,891		31		6,377		(3,131)
2027	18,073		31		5,105		(2,933)
Thereafter	61,625		66		29,810		(16,160)
Total	$	180,422	$	221	$	70,203	$	(37,437)

____________________

(1)Represents estimated annual amortization related to above-market operating leases. Amounts will be recorded as a decrease to rental income in the consolidated statements of operations.

(2)Represents estimated annual amortization related to below-market operating leases. Amounts will be recorded as an increase to rental income in the consolidated statements of operations.

XML

Receivables (Tables)

12 Months Ended

Dec. 31, 2022

Receivables [Abstract]

Schedule of Current Receivables, Net

Current receivables, net is primarily comprised of contractual rents and other lease-related obligations due from tenants. The balance consisted of the following as of December 31, 2022 and 2021:

	December 31, 2022		December 31, 2021
	(in thousands)
Current receivables	$	22,816	$	16,448
Allowance for uncollectible tenant receivables (1)	(2,233)		(2,062)
Current receivables, net	$	20,583	$	14,386

____________________

(1)Refer to Note 2 “Basis of Presentation and Significant Accounting Policies” for discussion of our accounting policies related to the allowance for uncollectible tenant receivables for additional information regarding changes in our allowance for uncollectible tenant receivables.

Schedule of Deferred Rent Receivables, Net

Deferred rent receivables, net consisted of the following as of December 31, 2022 and 2021:

	December 31, 2022		December 31, 2021
	(in thousands)
Deferred rent receivables	$	453,165	$	406,277
Allowance for deferred rent receivables (1)	(965)		(612)
Deferred rent receivables, net	$	452,200	$	405,665

____________________

(1)Refer to Note 2 “Basis of Presentation and Significant Accounting Policies” for discussion of our accounting policies related to the allowance for deferred rent receivables for additional information regarding changes in our allowance for deferred rent receivables.

XML

Prepaid Expenses and Other Assets, Net (Tables)

12 Months Ended

Dec. 31, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Prepaid Expenses and Other Assets, Net

Prepaid expenses and other assets, net consisted of the following at December 31, 2022 and 2021:

	December 31, 2022		December 31, 2021
	(in thousands)
Furniture, fixtures and other long-lived assets, net	$	41,538	$	42,760
Prepaid expenses and deferred financing costs, net	11,364		12,564
Other assets	9,527		2,667
Total prepaid expenses and other assets, net	$	62,429	$	57,991

XML

Secured and Unsecured Debt of the Operating Partnership (Tables) - Kilroy Realty L.P.

12 Months Ended

Dec. 31, 2022

Debt Instrument [Line Items]

Schedule of Unsecured Revolving Credit and Term Loan Facility

The following table summarizes the balance and terms of our unsecured revolving credit facility as of December 31, 2022 and 2021:

	December 31, 2022			December 31, 2021
	(in thousands)
Outstanding borrowings	$	—		$	—
Remaining borrowing capacity	1,100,000			1,100,000
Total borrowing capacity (1)	$	1,100,000		$	1,100,000
Interest rate (2)	5.20		%	1.00		%
Facility fee-annual rate (3)	0.200%
Maturity date	July 2025

____________________

(1)We may elect to borrow, subject to bank approval and obtaining commitments for any additional borrowing capacity, up to an additional $500.0 million under an accordion feature under the terms of the unsecured revolving credit facility.

(2)Our unsecured revolving credit facility interest rate was calculated based on the contractual rate of Adjusted SOFR plus 0.900% and LIBOR plus 0.900% as of December 31, 2022 and 2021, respectively.

(3)Our facility fee is paid on a quarterly basis and is calculated based on the total borrowing capacity. In addition to the facility fee, we incurred debt origination and legal costs. As of December 31, 2022 and 2021, $5.3 million and $7.3 million of unamortized deferred financing costs, respectively, which are included in prepaid expenses and other assets, net on our consolidated balance sheets, remained to be amortized through the maturity date of our unsecured revolving credit facility.

The following table summarizes the balance and terms of our unsecured term loan facility as of December 31, 2022:

	December 31, 2022
	(in thousands)
Outstanding borrowings	$	200,000
Remaining borrowing capacity	200,000
Total borrowing capacity (1)	$	400,000
Interest rate (2)	5.23		%
Undrawn facility fee-annual rate (3)	0.200		%
Maturity date	October 2024

____________________

(1)We may elect to borrow, subject to bank approval and obtaining commitments for any additional borrowing capacity, up to an additional $100.0 million under an accordion feature under the terms of the unsecured term loan facility.

(2)Our unsecured term loan facility interest rate was calculated based on the contractual rate of Adjusted SOFR plus 0.950% as of December 31, 2022.

(3)Our undrawn facility fee is paid on a quarterly basis and is calculated based on the remaining borrowing capacity. In addition to the facility fee, we incurred debt origination and legal costs. As of December 31, 2022, $4.5 million of unamortized deferred financing costs remained to be amortized through the maturity date of our unsecured term loan facility.

Schedule of Debt Maturities

The following table summarizes the stated debt maturities and scheduled amortization payments for all outstanding debt as of December 31, 2022:

Year	(in thousands)
2023	$	5,775
2024 (1)	631,006
2025	406,246
2026	401,317
2027	249,125
Thereafter	2,600,000
Total aggregate principal value (2)	$	4,293,469

________________________ 

(1)     Includes the $200.0 million currently outstanding on the unsecured term loan facility maturing in October 2024, for which the Company has two twelve-month extension options.

(2)     Includes gross principal balance of outstanding debt before the effect of the following at December 31, 2022: $24.1 million of unamortized deferred financing costs for the unsecured term loan facility, unsecured senior notes and secured debt and $6.4 million of unamortized discounts for the unsecured senior notes.

Schedule of Capitalized Interest and Loan Fees

The following table sets forth gross interest expense, including debt discount and deferred financing cost amortization, net of capitalized interest, for the years ended December 31, 2022, 2021 and 2020. The interest expense capitalized was recorded as a cost of development and redevelopment and increased the carrying value of undeveloped land and construction in progress.

	Year Ended December 31,
	2022		2021		2020
	(in thousands)
Gross interest expense	$	161,761	$	158,756	$	150,325
Capitalized interest and deferred financing costs	(77,483)		(80,201)		(79,553)
Interest expense	$	84,278	$	78,555	$	70,772

Secured debt

Debt Instrument [Line Items]

Schedule of Debt Balance and Significant Terms

The following table sets forth the composition of our secured debt as of December 31, 2022 and 2021:

	Annual Stated Interest Rate (1)	GAAP Effective Rate (1)(2)	Maturity Date	December 31,
Type of Debt				2022		2021
				(in thousands)
Mortgage note payable	3.57%	3.57%	December 2026	$	159,973	$	163,435
Mortgage note payable (3)	4.48%	4.48%	July 2027	83,496		85,588
Total secured debt				$	243,469	$	249,023
Unamortized deferred financing costs				(531)		(656)
Total secured debt, net				$	242,938	$	248,367

____________________

(1)All interest rates presented are fixed-rate interest rates.

(2)Represents the effective interest rate including the amortization of initial issuance discounts/premiums excluding the amortization of deferred financing costs.

(3)The secured debt and the related properties that secure this debt are held in a special purpose entity and the properties are not available to satisfy the debts and other obligations of the Company or the Operating Partnership.

Unsecured senior notes

Debt Instrument [Line Items]

Schedule of Debt Balance and Significant Terms

The following table summarizes the balance and significant terms of the registered unsecured senior notes issued by the Operating Partnership and outstanding, including the issuances noted above, and including unamortized discounts of $6.4 million and $7.4 million and unamortized deferred financing costs of $19.1 million and $22.2 million as of December 31, 2022 and 2021, respectively:

					Net Carrying Amount as of December 31,
	Issuance date	Maturity date	Stated coupon rate	Effective interest rate (1)	2022		2021
					(in thousands)
2.650% Unsecured Senior Notes (2)	October 2021	November 2033	2.650%	2.654%	$	450,000	$	450,000
Unamortized discount and deferred financing costs					(3,770)		(4,117)
Net carrying amount					$	446,230	$	445,883
2.500% Unsecured Senior Notes (2)	August 2020	November 2032	2.500%	2.560%	$	425,000	$	425,000
Unamortized discount and deferred financing costs					(5,268)		(5,802)
Net carrying amount					$	419,732	$	419,198
4.270% Unsecured Senior Notes (3)	April 2020	January 2031	4.270%	4.270%	$	350,000	$	350,000
Unamortized discount and deferred financing costs					(1,463)		(1,644)
Net carrying amount					$	348,537	$	348,356
3.050% Unsecured Senior Notes (4)	September 2019	February 2030	3.050%	3.064%	$	500,000	$	500,000
Unamortized discount and deferred financing costs					(4,221)		(4,814)
Net carrying amount					$	495,779	$	495,186
4.750% Unsecured Senior Notes (5)	November 2018	December 2028	4.750%	4.800%	$	400,000	$	400,000
Unamortized discount and deferred financing costs					(2,963)		(3,457)
Net carrying amount					$	397,037	$	396,543
4.350% Unsecured Senior Notes (3)	October 2018	October 2026	4.350%	4.350%	$	200,000	$	200,000
Unamortized discount and deferred financing costs					(663)		(837)
Net carrying amount					$	199,337	$	199,163
4.300% Unsecured Senior Notes (3)	July 2018	July 2026	4.300%	4.300%	$	50,000	$	50,000
Unamortized discount and deferred financing costs					(157)		(202)
Net carrying amount					$	49,843	$	49,798
3.450% Unsecured Senior Notes (5)	December 2017	December 2024	3.450%	3.470%	$	425,000	$	425,000
Unamortized discount and deferred financing costs					(1,148)		(1,734)
Net carrying amount					$	423,852	$	423,266
3.450% Unsecured Senior Notes (6)	February 2017	February 2029	3.450%	3.450%	$	75,000	$	75,000
Unamortized discount and deferred financing costs					(262)		(304)
Net carrying amount					$	74,738	$	74,696
3.350% Unsecured Senior Notes (6)	February 2017	February 2027	3.350%	3.350%	$	175,000	$	175,000
Unamortized discount and deferred financing costs					(478)		(594)
Net carrying amount					$	174,522	$	174,406
4.375% Unsecured Senior Notes (7)	September 2015	October 2025	4.375%	4.444%	$	400,000	$	400,000
Unamortized discount and deferred financing costs					(1,523)		(2,077)
Net carrying amount					$	398,477	$	397,923
4.250% Unsecured Senior Notes (4)	July 2014	August 2029	4.250%	4.350%	$	400,000	$	400,000
Unamortized discount and deferred financing costs					(3,503)		(4,035)
Net carrying amount					$	396,497	$	395,965
Total Unsecured Senior Notes, Net					$	3,824,581	$	3,820,383

____________________

(1)Represents the effective interest rate including the amortization of initial issuance discounts, excluding the amortization of deferred financing costs.

(2)Interest on these notes is payable semi-annually in arrears on May 15th and November 15th of each year.

(3)Interest on these notes is payable semi-annually in arrears on April 18th and October 18th of each year.

(4)Interest on these notes is payable semi-annually in arrears on February 15th and August 15th of each year.

(5)Interest on these notes is payable semi-annually in arrears on June 15th and December 15th of each year.

(6)Interest on these notes is payable semi-annually in arrears on February 17th and August 17th of each year.

(7)Interest on these notes is payable semi-annually in arrears on April 1st and October 1st of each year.

XML

Deferred Revenue and Acquisition-Related Intangible Liabilities, net (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Deferred Revenue and Acquisition-Related Liabilities

Deferred revenue and acquisition-related intangible liabilities, net consisted of the following at December 31, 2022 and 2021:

	December 31,
	2022		2021
	(in thousands)
Deferred revenue related to tenant-funded tenant improvements	$	111,453	$	108,002
Other deferred revenue	47,069		40,896
Acquisition-related intangible liabilities, net (1)	37,437		22,253
Total	$	195,959	$	171,151

_____________________

(1)See Note 5 “Deferred Leasing Costs and Acquisition-Related Intangible Assets and Liabilities, net” for additional information regarding our acquisition-related intangible liabilities.

Schedule of Estimated Amortization of Deferred Revenue Related to Tenant-Funded Improvements

The following is the estimated amortization of deferred revenue related to tenant-funded tenant improvements as of December 31, 2022 for the next five years and thereafter:

Year Ending	(in thousands)
2023	$	19,037
2024	16,865
2025	14,061
2026	12,382
2027	10,551
Thereafter	38,557
Total	$	111,453

XML

Stockholders' Equity of the Company (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Schedule of Accrued Dividends and Distributions

The following tables summarize accrued dividends and distributions for the noted outstanding shares of common stock and noncontrolling units as of December 31, 2022 and 2021:

	December 31,
	2022		2021
	(in thousands)
Dividends and Distributions payable to:
Common stockholders	$	63,114	$	60,561
Noncontrolling common unitholders of the Operating Partnership	621		598
RSU holders (1)	550		691
Total accrued dividends and distribution to common stockholders and noncontrolling unitholders	$	64,285	$	61,850

_____________________

(1)The amount includes the value of the dividend equivalents that will be paid with additional RSUs (see Note 15 “Share-Based and Other Compensation” for additional information).

Schedule of Outstanding Shares of Common Stock, Preferred Stock and Noncontrolling Units

	December 31,
	2022	2021
Outstanding Shares and Units:
Common stock	116,878,031	116,464,169
Noncontrolling common units	1,150,574	1,150,574
RSUs (1)	984,006	1,292,802

_____________________

(1)The amount includes nonvested RSUs. Does not include 1,123,554 and 976,464 market measure-based RSUs because not all the necessary performance conditions have been met as of December 31, 2022 and 2021, respectively. Refer to Note 15 “Share-Based and Other Compensation” for additional information.

XML

Partners' Capital of the Operating Partnership (Tables)

12 Months Ended

Dec. 31, 2022

Class of Stock [Line Items]

Schedule of Accrued Dividends and Distributions

The following tables summarize accrued dividends and distributions for the noted outstanding shares of common stock and noncontrolling units as of December 31, 2022 and 2021:

	December 31,
	2022		2021
	(in thousands)
Dividends and Distributions payable to:
Common stockholders	$	63,114	$	60,561
Noncontrolling common unitholders of the Operating Partnership	621		598
RSU holders (1)	550		691
Total accrued dividends and distribution to common stockholders and noncontrolling unitholders	$	64,285	$	61,850

_____________________

(1)The amount includes the value of the dividend equivalents that will be paid with additional RSUs (see Note 15 “Share-Based and Other Compensation” for additional information).

Schedule of Outstanding Shares of Common Stock, Preferred Stock and Noncontrolling Units

	December 31,
	2022	2021
Outstanding Shares and Units:
Common stock	116,878,031	116,464,169
Noncontrolling common units	1,150,574	1,150,574
RSUs (1)	984,006	1,292,802

_____________________

(1)The amount includes nonvested RSUs. Does not include 1,123,554 and 976,464 market measure-based RSUs because not all the necessary performance conditions have been met as of December 31, 2022 and 2021, respectively. Refer to Note 15 “Share-Based and Other Compensation” for additional information.

Kilroy Realty L.P.

Class of Stock [Line Items]

Schedule of Redeemable Noncontrolling Interest

The following table sets forth the number of common units held by the Company as the general partner and the number of common units held by non-affiliated investors and certain of our executive officers and directors in the form of common limited partner units as well as the ownership interest held on each respective date:

	December 31, 2022		December 31, 2021
Company owned common units in the Operating Partnership	116,878,031		116,464,169
Company owned general partnership interest	99.0	%	99.0	%
Non-affiliated investors and other common units of the Operating Partnership	1,150,574		1,150,574
Ownership interest of limited partnership interests	1.0	%	1.0	%

Schedule of Accrued Dividends and Distributions

The following tables summarize accrued distributions for the noted common units as of December 31, 2022 and 2021:

	December 31, 2022		December 31, 2021
	(in thousands)
Distributions payable to:
General partner	$	63,114	$	60,561
Common limited partners	621		598
RSU holders (1)	550		691
Total accrued distributions to common unitholders	$	64,285	$	61,850

_____________________

(1)The amount includes the value of the dividend equivalents that will be paid with additional RSUs (see Note 15 “Share-Based and Other Compensation” for additional information).

Schedule of Outstanding Shares of Common Stock, Preferred Stock and Noncontrolling Units

	December 31, 2022	December 31, 2021
Outstanding Units:
Common units held by the general partner	116,878,031	116,464,169
Common units held by the limited partners	1,150,574	1,150,574
RSUs (1)	984,006	1,292,802

_____________________

(1)Does not include 1,123,554 and 976,464 market measure-based RSUs because not all the necessary performance conditions have been met as of December 31, 2022 and 2021, respectively. Refer to Note 15 “Share-Based and Other Compensation” for additional information.

XML

Share-Based and Other Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Restricted Stock Units Valuation Assumptions

The total fair value of the Time-Based RSUs is based on the Company’s closing share price on the NYSE on the respective fair valuation dates as detailed in the table below:

	2022 Time-Based RSU Grant		2021 Time-Based RSU Grant		2020 Time-Based RSU Grant		December 2018 Time-Based RSU Grant
Service vesting period	January 28, 2022 - January 5, 2025		January & February 2021 - January 5, 2024		January 31, 2020 - January 5, 2023		December 27, 2018 - January 5, 2023
RSUs granted	158,170		160,277		109,359		298,384
Fair value on valuation date (in millions)	$	10.0	$	9.1	$	9.0	$	18.5
Weighted average fair value per share	$	63.05	$	57.07	$	82.57	$	62.00
Date of valuation	January 28, 2022		January 29, February 18, 2021		January 31, 2020		December 27, 2018

2022, 2021 and 2020 Performance-Based RSUs

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Restricted Stock Units Valuation Assumptions

The following table summarizes the estimated number of RSUs earned for the 2022 and 2021 Performance-Based RSUs and the actual number of RSUs earned for the 2020 Performance-Based RSUs and the assumptions utilized in the Monte Carlo simulation pricing models:

	2022		2021		2020
Service vesting period	January 28, 2022 - January, 2025		February 18, 2021 - January, 2024		January 31, 2020 - January, 2023
Target RSUs granted	193,111		172,430		154,267
Estimated RSUs earned (1)	304,535		371,518		180,419
Fair Value Assumptions:
Valuation date	January 28, 2022		February 18, 2021		January 31, 2020
Fair value on valuation date (in millions)	$12.7		$10.6		$12.9
Fair value per share on valuation date (2)	$67.62		$63.93		$84.54
Expected share price volatility	36.0	%	35.0	%	17.0	%
Risk-free interest rate	1.35	%	0.20	%	1.35	%

_____________________

(1)Estimated RSUs earned for the 2022 Performance-Based RSUs are based on the actual achievement of the 2022 FFO Performance Condition and assumes the target level of achievement for the 2022 Debt to EBITDA Ratio Performance Condition and the target level of achievement of the 2022 Market Condition. Estimated RSUs earned for the 2021 Performance-Based RSUs are based on the actual achievement of the 2021 FFO Performance Condition and assume target level achievement of the 2021 Market Condition and maximum level of achievement of the 2021 Debt to EBITDA Ratio Performance Condition. The 2020 Performance-Based RSUs earned are based on actual performance of the 2020 Performance Conditions and the 2020 Market Condition.

(2)For one participant, the fair value per share on the valuation date for their 2022, 2021, and 2020 Performance-Based RSUs is $70.00, $66.95 and $85.52, respectively.

December 2018 Market-Based RSUs

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Restricted Stock Units Valuation Assumptions

The following table summarizes the assumptions utilized in the Monte Carlo simulation pricing models:

	December 2018 Market-Based RSU Award Fair Value Assumptions
Valuation date	December 27, 2018
Fair value per share on valuation date	$68.66
Expected share price volatility	23.0%
Risk-free interest rate	2.4%

Market measure-based Restricted Stock Units (RSUs)

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary of Restricted Stock Units Award Activity

A summary of our performance and market-measure based RSU activity from January 1, 2022 through December 31, 2022 is presented below:

	Nonvested RSUs			Vested RSUs	Total RSUs
	Amount	Weighted-Average Fair Value Per Share
Outstanding at January 1, 2022	976,464	$	68.75	—	976,464
Granted	310,484	63.05		43,686	354,170
Vested	(195,723)	70.52		195,723	—
Settled (1)	—	—		(211,478)	(211,478)
Issuance of dividend equivalents (2)	39,385	55.98		1,775	41,160
Canceled	(7,056)	66.06		(1)	(7,057)
Outstanding as of December 31, 2022 (3)	1,123,554	$	66.85	29,705	1,153,259

____________________

(1)Represents vested RSUs that were settled in shares of the Company’s common stock. Total shares settled include 102,945 shares that were tendered in accordance with the terms of the 2006 Plan to satisfy minimum statutory tax withholding requirements related to the RSUs settled. We accept the return of RSUs at the current quoted closing share price of the Company’s common stock to satisfy tax obligations.

(2)Represents the issuance of dividend equivalents earned on the underlying RSUs. The dividend equivalents vest based on terms specified under the related RSU award agreement.

(3)Outstanding RSUs as of December 31, 2022 represent the actual achievement of the FFO performance conditions and assumes target levels for the market and other performance conditions. The number of restricted stock units ultimately earned is subject to change based upon actual performance over the three-year vesting period. Dividend equivalents earned will vest along with the underlying award and are also subject to changes based on the number of RSUs ultimately earned for each underlying award.

A summary of our performance and market-measure based RSU activity for the years ended December 31, 2022, 2021 and 2020 is presented below:

	RSUs Granted			RSUs Vested
Years ended December 31,	Non-Vested RSUs Granted (1)	Weighted-Average Fair Value Per Share		Vested RSUs	Total Vest-Date Fair Value (in thousands)
2022	310,484	$	63.05	(241,184)	$	15,200
2021	281,333	$	57.85	(252,098)	$	14,299
2020	154,267	$	85.08	(270,054)	$	19,471

____________________

(1)Non-vested RSUs granted are based on the actual achievement of the FFO performance conditions and assumes target level achievement for the market and other performance conditions.

RSUs granted

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary of Restricted Stock Units Award Activity

A summary of our time-based RSU activity from January 1, 2022 through December 31, 2022 is presented below:

	Nonvested RSUs			Vested RSUs	Total RSUs
	Amount	Weighted Average Fair Value Per Share
Outstanding at January 1, 2022	539,729	$	64.03	753,073	1,292,802
Granted	177,099	62.58		—	177,099
Vested	(270,061)	67.15		270,061	—
Settled (1)	—	—		(535,019)	(535,019)
Issuance of dividend equivalents (2)	15,324	54.15		24,806	40,130
Forfeited	(18,724)	62.56		—	(18,724)
Canceled (3)	—	—		(1,987)	(1,987)
Outstanding as of December 31, 2022	443,367	$	61.27	510,934	954,301

____________________

(1)Represents vested RSUs that were settled in shares of the Company’s common stock. Total shares settled include 231,604 shares that were tendered in accordance with the terms of the 2006 Plan to satisfy minimum statutory tax withholding requirements related to the RSUs settled. We accept the return of RSUs at the current quoted closing share price of the Company’s common stock to satisfy tax obligations.

(2)Represents the issuance of dividend equivalents earned on the underlying RSUs. The dividend equivalents vest based on terms specified under the related RSU award agreement.

(3)For shares vested but not yet settled, we accept the return of RSUs at the current quoted closing share price of the Company’s common stock to satisfy minimum statutory tax-withholding requirements related to either the settlement or vesting of RSUs in accordance with the terms of the 2006 Plan.

A summary of our time-based RSU activity for the years ended December 31, 2022, 2021 and 2020 is presented below:

	RSUs Granted			RSUs Vested
Year ended December 31,	Non-Vested RSUs Issued	Weighted-Average Grant Date Fair Value Per Share		Vested RSUs	Total Vest-Date Fair Value (1) (in thousands)
2022	177,099	$	62.58	(294,867)	$	19,890
2021	172,181	$	57.83	(144,838)	$	8,605
2020	120,769	$	79.74	(208,608)	$	15,066

____________________

(1)    Total fair value of RSUs vested was calculated based on the quoted closing share price of the Company’s common stock on the NYSE on the day of vesting. Excludes the issuance of dividend equivalents earned on the underlying RSUs. The dividend equivalents vest based on terms specified under the related RSU award agreement.

XML

Rental Income and Future Minimum Rent (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of Rental Income

The table below sets forth the allocation of rental income between fixed and variable payments and net collectability recoveries or reversals for the years ended December 31, 2022 and 2021:

	Year Ended December 31,
	2022		2021
Fixed lease payments	$	923,257	$	826,883
Variable lease payments	162,638		123,544
Net collectability recoveries (reversals) (1)	123		(1,433)
Total rental income	$	1,086,018	$	948,994

____________________

(1)Represents adjustments to rental income related to our assessment of the collectability of amounts due under leases with our tenants, including recognition of deferred rent balances associated with tenants restored from a cash basis of revenue recognition to an accrual basis of revenue recognition and allowances for uncollectible receivables and leases deemed not probable of collection..

Future Contractual Minimum Rent Under Operating Lease

Future contractual minimum rent under operating leases, which includes amounts contractually due from leases that are on a cash basis of reporting due to creditworthiness considerations, as of December 31, 2022 for future periods is summarized as follows:

Year Ending	(in thousands)
2023	$	809,406
2024	796,645
2025	769,116
2026	716,780
2027	656,100
Thereafter	2,464,166
Total (1)	$	6,212,213

____________________

(1)Excludes residential leases and leases with a term of one year or less.

XML

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Contractual Expiration Dates for Ground Leases

The following table summarizes our properties that are held subject to long-term noncancellable ground lease obligations and the respective contractual expiration dates at December 31, 2022:

Property	Contractual Expiration Date (1)
701, 801 and 837 N. 34th Street, Seattle, WA (2)	December 2041
1701 Page Mill Road and 3150 Porter Drive, Palo Alto, CA	December 2067
Kilroy Airport Center Phases I, II, and III, Long Beach, CA	July 2084
3243 S. La Cienega Boulevard, Los Angeles, CA	October 2106
200 W. 6th Street, Austin, TX	December 2112

____________________

(1)    Reflects the contractual expiration date prior to the impact of any extension or purchase options held by the Company.

(2)    The Company has three 10-year and one 45-year extension options for this ground lease, which if exercised would extend the expiration date to December 2116. These extension options are not assumed to be exercised in our calculation of the present value of the future minimum lease payments for this lease.

Schedule of Minimum Commitment Under Ground Leases

The minimum commitment under our ground leases as of December 31, 2022 for future periods is as follows:

Year Ending	(in thousands)
2023	$	6,563
2024	6,598
2025	6,634
2026	6,671
2027	6,713
Thereafter	368,281
Total undiscounted cash flows (1)(2)(3)(4)(5)(6)	$	401,460
Present value discount	(276,466)
Ground lease liabilities	$	124,994

________________________

(1)Excludes contingent future rent payments based on gross income or adjusted gross income and reflects the minimum ground lease obligations before the impact of ground lease extension options.

(2)    One of our ground lease obligations is subject to a fair market value adjustment every five years; however, the lease includes ground rent subprotection and infrastructure rent credits which currently limit our annual rental obligations to $1.0 million. The contractual obligations for that ground lease included above assumes the lesser of $1.0 million or annual lease rental obligation in effect as of December 31, 2022.

(3)    One of our ground lease obligations is subject to a fair market value adjustment every five years based on a combination of CPI adjustments and third-party appraisals limited to maximum increases annually. The contractual obligations for that lease included above assume the current annual ground lease obligation in effect at December 31, 2022 for the remainder of the lease term since we cannot predict future adjustments.

(4)    One of our ground lease obligations includes a component which is based on the percentage of adjusted gross income that exceeds the minimum ground rent. The minimum rent is subject to increases every 10 years by an amount equal to 60% of the average annual percentage rent for the previous three years. The contractual obligations for this lease included above assume the current annual ground lease obligation in effect at December 31, 2022 for the remainder of the lease term since we cannot predict future adjustments.

(5)    One of our ground lease obligations is subject to fixed 5% ground rent increases every five years, with the next increase occurring on November 1, 2027.

(6)    One of our ground lease obligations is subject to fixed 2% ground rent increases every year, with ground rent resets occurring every ten years based on CPI. The contractual obligations for that lease included above assume increases for the remaining current ten-year period based on the current annual ground lease obligation in effect at December 31, 2022 and no subsequent changes for the remainder of the lease term since we cannot predict future CPI adjustments.

XML

Fair Value Measurements and Disclosures (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value of the Company's Marketable Securities

The following table sets forth the fair value of our marketable securities as of December 31, 2022 and 2021:

	Fair Value (Level 1) (1)
	2022		2021
Description	(in thousands)
Marketable securities (2)	$	23,547	$	27,475

____________________

(1)Based on quoted prices in active markets for identical securities.

(2)The marketable securities are held in a limited rabbi trust.

Carrying Value and Fair Value of Other Financial Instruments

The following table sets forth the carrying value and the fair value of our other financial instruments as of December 31, 2022 and 2021: 

	December 31,
	2022				2021
	Carrying Value		Fair Value (1)		Carrying Value		Fair Value (1)
	(in thousands)
Liabilities
Secured debt, net	$	242,938	$	225,847	$	248,367	$	269,687
Unsecured debt, net	4,020,058		3,500,420		3,820,383		4,105,408

_______________

(1)Fair value calculated using Level 2 inputs, which are based on model-derived valuations in which significant inputs and significant value drivers are observable in active markets.

XML

Net Income Available to Common Stockholders Per Share of the Company (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Net income Available to Common Stockholders

The following table reconciles the numerator and denominator in computing the Company’s basic and diluted per-share computations for net income available to common stockholders for the years ended December 31, 2022, 2021 and 2020:

	Year Ended December 31,
	2022		2021		2020
	(in thousands, except unit and per unit amounts)
Numerator:
Net income available to common stockholders	$	232,615	$	628,144	$	187,105
Allocation to participating securities (1)	(1,272)		(1,516)		(2,229)
Numerator for basic and diluted net income available to common stockholders	$	231,343	$	626,628	$	184,876
Denominator:
Basic weighted average vested shares outstanding	116,806,575		116,429,130		113,241,341
Effect of dilutive securities	413,472		519,513		478,281
Diluted weighted average vested shares and common stock equivalents outstanding	117,220,047		116,948,643		113,719,622
Basic earnings per share:
Net income available to common stockholders per share	$	1.98	$	5.38	$	1.63
Diluted earnings per share:
Net income available to common stockholders per share	$	1.97	$	5.36	$	1.63

_____________________ 

(1)Participating securities include nonvested shares, certain time-based RSUs and vested market measure-based RSUs.

XML

Net Income Available to Common Unitholders Per Unit of the Operating Partnership (Tables)

12 Months Ended

Dec. 31, 2022

Net Income Available To Common Unitholders [Line Items]

Net income Available to Common Unitholders

The following table reconciles the numerator and denominator in computing the Company’s basic and diluted per-share computations for net income available to common stockholders for the years ended December 31, 2022, 2021 and 2020:

	Year Ended December 31,
	2022		2021		2020
	(in thousands, except unit and per unit amounts)
Numerator:
Net income available to common stockholders	$	232,615	$	628,144	$	187,105
Allocation to participating securities (1)	(1,272)		(1,516)		(2,229)
Numerator for basic and diluted net income available to common stockholders	$	231,343	$	626,628	$	184,876
Denominator:
Basic weighted average vested shares outstanding	116,806,575		116,429,130		113,241,341
Effect of dilutive securities	413,472		519,513		478,281
Diluted weighted average vested shares and common stock equivalents outstanding	117,220,047		116,948,643		113,719,622
Basic earnings per share:
Net income available to common stockholders per share	$	1.98	$	5.38	$	1.63
Diluted earnings per share:
Net income available to common stockholders per share	$	1.97	$	5.36	$	1.63

_____________________ 

(1)Participating securities include nonvested shares, certain time-based RSUs and vested market measure-based RSUs.

Kilroy Realty L.P.

Net Income Available To Common Unitholders [Line Items]

Net income Available to Common Unitholders

The following table reconciles the numerator and denominator in computing the Operating Partnership’s basic and diluted per-unit computations for net income available to common unitholders for the years ended December 31, 2022, 2021 and 2020:

	Year Ended December 31,
	2022		2021		2020
	(in thousands, except unit and per unit amounts)
Numerator:
Net income available to common unitholders	$	234,898	$	634,307	$	189,609
Allocation to participating securities (1)	(1,272)		(1,516)		(2,229)
Numerator for basic and diluted net income available to common unitholders	$	233,626	$	632,791	$	187,380
Denominator:
Basic weighted average vested units outstanding	117,957,149		117,579,704		115,095,506
Effect of dilutive securities	413,472		519,513		478,281
Diluted weighted average vested units and common unit equivalents outstanding	118,370,621		118,099,217		115,573,787
Basic earnings per unit:
Net income available to common unitholders per unit	$	1.98	$	5.38	$	1.63
Diluted earnings per unit:
Net income available to common unitholders per unit	$	1.97	$	5.36	$	1.62

____________________ 

(1)Participating securities include nonvested shares, certain time-based RSUs and vested market measure-based RSUs.

XML

Supplemental Cash Flow Information of the Company (Tables)

12 Months Ended

Dec. 31, 2022

Supplemental Cash Flow Elements [Abstract]

Schedule of Supplemental Cash Flows

Supplemental cash flow information as follows (in thousands):

	Year Ended December 31,
	2022		2021		2020
SUPPLEMENTAL CASH FLOWS INFORMATION:
Cash paid for interest, net of capitalized interest of $72,973, $75,802, and $75,852 as of    December 31, 2022, 2021 and 2020, respectively	$	79,634	$	77,028	$	61,741
Cash paid for amounts included in the measurement of ground lease liabilities	$	6,447	$	6,209	$	5,744
NON-CASH INVESTING TRANSACTIONS:
Accrual for expenditures for operating properties and development and redevelopment properties	$	97,729	$	119,829	$	189,161
Tenant improvements funded directly by tenants	$	6,772	$	20,070	$	11,592
Assumption of accrued liabilities in connection with acquisitions (Note 3)	$	—	$	37,572	$	—
Initial measurement of operating right of use ground lease assets (Notes 3 and 18)	$	—	$	46,430	$	—
Initial measurement of operating ground lease liabilities (Notes 3 and 18)	$	—	$	46,430	$	—
NON-CASH FINANCING TRANSACTIONS:
Accrual of dividends and distributions payable to common stockholders and common     unitholders (Notes 13 and 25)	$	64,285	$	61,850	$	59,431
Exchange of common units of the Operating Partnership into shares of the Company’s    common stock	$	—	$	—	$	37,640

Reconciliation of Cash and Cash Equivalents and Restricted Cash

The following is a reconciliation of our cash and cash equivalents and restricted cash at the beginning and end of the years ended December 31, 2022, 2021 and 2020.

	Year Ended December 31,
	2022		2021		2020
	(in thousands)
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents at beginning of period	$	414,077	$	731,991	$	60,044
Restricted cash at beginning of period	13,006		91,139		16,300
Cash and cash equivalents and restricted cash at beginning of period	$	427,083	$	823,130	$	76,344
Cash and cash equivalents at end of period	$	347,379	$	414,077	$	731,991
Restricted cash at end of period	—		13,006		91,139
Cash and cash equivalents and restricted cash at end of period	$	347,379	$	427,083	$	823,130

Reconciliation of Cash and Cash Equivalents and Restricted Cash

The following is a reconciliation of our cash and cash equivalents and restricted cash at the beginning and end of the years ended December 31, 2022, 2021 and 2020.

	Year Ended December 31,
	2022		2021		2020
	(in thousands)
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents at beginning of period	$	414,077	$	731,991	$	60,044
Restricted cash at beginning of period	13,006		91,139		16,300
Cash and cash equivalents and restricted cash at beginning of period	$	427,083	$	823,130	$	76,344
Cash and cash equivalents at end of period	$	347,379	$	414,077	$	731,991
Restricted cash at end of period	—		13,006		91,139
Cash and cash equivalents and restricted cash at end of period	$	347,379	$	427,083	$	823,130

XML

Supplemental Cash Flow Information of the Operating Partnership (Tables)

12 Months Ended

Dec. 31, 2022

Other Significant Noncash Transactions [Line Items]

Schedule of Supplemental Cash Flows

Supplemental cash flow information as follows (in thousands):

	Year Ended December 31,
	2022		2021		2020
SUPPLEMENTAL CASH FLOWS INFORMATION:
Cash paid for interest, net of capitalized interest of $72,973, $75,802, and $75,852 as of    December 31, 2022, 2021 and 2020, respectively	$	79,634	$	77,028	$	61,741
Cash paid for amounts included in the measurement of ground lease liabilities	$	6,447	$	6,209	$	5,744
NON-CASH INVESTING TRANSACTIONS:
Accrual for expenditures for operating properties and development and redevelopment properties	$	97,729	$	119,829	$	189,161
Tenant improvements funded directly by tenants	$	6,772	$	20,070	$	11,592
Assumption of accrued liabilities in connection with acquisitions (Note 3)	$	—	$	37,572	$	—
Initial measurement of operating right of use ground lease assets (Notes 3 and 18)	$	—	$	46,430	$	—
Initial measurement of operating ground lease liabilities (Notes 3 and 18)	$	—	$	46,430	$	—
NON-CASH FINANCING TRANSACTIONS:
Accrual of dividends and distributions payable to common stockholders and common     unitholders (Notes 13 and 25)	$	64,285	$	61,850	$	59,431
Exchange of common units of the Operating Partnership into shares of the Company’s    common stock	$	—	$	—	$	37,640

Reconciliation of Cash and Cash Equivalents and Restricted Cash

The following is a reconciliation of our cash and cash equivalents and restricted cash at the beginning and end of the years ended December 31, 2022, 2021 and 2020.

	Year Ended December 31,
	2022		2021		2020
	(in thousands)
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents at beginning of period	$	414,077	$	731,991	$	60,044
Restricted cash at beginning of period	13,006		91,139		16,300
Cash and cash equivalents and restricted cash at beginning of period	$	427,083	$	823,130	$	76,344
Cash and cash equivalents at end of period	$	347,379	$	414,077	$	731,991
Restricted cash at end of period	—		13,006		91,139
Cash and cash equivalents and restricted cash at end of period	$	347,379	$	427,083	$	823,130

Reconciliation of Cash and Cash Equivalents and Restricted Cash

The following is a reconciliation of our cash and cash equivalents and restricted cash at the beginning and end of the years ended December 31, 2022, 2021 and 2020.

	Year Ended December 31,
	2022		2021		2020
	(in thousands)
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents at beginning of period	$	414,077	$	731,991	$	60,044
Restricted cash at beginning of period	13,006		91,139		16,300
Cash and cash equivalents and restricted cash at beginning of period	$	427,083	$	823,130	$	76,344
Cash and cash equivalents at end of period	$	347,379	$	414,077	$	731,991
Restricted cash at end of period	—		13,006		91,139
Cash and cash equivalents and restricted cash at end of period	$	347,379	$	427,083	$	823,130

Kilroy Realty L.P.

Other Significant Noncash Transactions [Line Items]

Schedule of Supplemental Cash Flows

Supplemental cash flow information as follows (in thousands):

	Year Ended December 31,
	2022		2021		2020
SUPPLEMENTAL CASH FLOWS INFORMATION:
Cash paid for interest, net of capitalized interest of $72,973, $75,802, and $75,852 as of December 31, 2022, 2021 and 2020, respectively	$	79,634	$	77,028	$	61,741
Cash paid for amounts included in the measurement of ground lease liabilities	$	6,447	$	6,209	$	5,744
NON-CASH INVESTING TRANSACTIONS:
Accrual for expenditures for operating properties and development and redevelopment properties	$	97,729	$	119,829	$	189,161
Tenant improvements funded directly by tenants	$	6,772	$	20,070	$	11,592
Assumption of accrued liabilities in connection with acquisitions (Note 3)	$	—	$	37,572	$	—
Initial measurement of operating right of use ground lease assets (Notes 3 and 18)	$	—	$	46,430	$	—
Initial measurement of operating ground lease liabilities (Notes 3 and 18)	$	—	$	46,430	$	—
NON-CASH FINANCING TRANSACTIONS:
Accrual of distributions payable to common unitholders (Notes 14 and 25)	$	64,285	$	61,850	$	59,431

Reconciliation of Cash and Cash Equivalents and Restricted Cash

The following is a reconciliation of our cash and cash equivalents and restricted cash at the beginning and end of the years ended December 31, 2022, 2021 and 2020.

	Year Ended December 31,
	2022		2021		2020
	(in thousands)
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents at beginning of period	$	414,077	$	731,991	$	60,044
Restricted cash at beginning of period	13,006		91,139		16,300
Cash and cash equivalents and restricted cash at beginning of period	$	427,083	$	823,130	$	76,344
Cash and cash equivalents at end of period	$	347,379	$	414,077	$	731,991
Restricted cash at end of period	—		13,006		91,139
Cash and cash equivalents and restricted cash at end of period	$	347,379	$	427,083	$	823,130

Reconciliation of Cash and Cash Equivalents and Restricted Cash

The following is a reconciliation of our cash and cash equivalents and restricted cash at the beginning and end of the years ended December 31, 2022, 2021 and 2020.

	Year Ended December 31,
	2022		2021		2020
	(in thousands)
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents at beginning of period	$	414,077	$	731,991	$	60,044
Restricted cash at beginning of period	13,006		91,139		16,300
Cash and cash equivalents and restricted cash at beginning of period	$	427,083	$	823,130	$	76,344
Cash and cash equivalents at end of period	$	347,379	$	414,077	$	731,991
Restricted cash at end of period	—		13,006		91,139
Cash and cash equivalents and restricted cash at end of period	$	347,379	$	427,083	$	823,130

XML

Tax Treatment of Distributions (Tables)

12 Months Ended

Dec. 31, 2022

Class of Stock [Line Items]

Schedule of Reconciliation of Dividends Declared to Dividends Paid

The following table reconciles the dividends declared per share of common stock to the dividends paid per share of common stock during the years ended December 31, 2022, 2021 and 2020 as follows: 

	Year Ended December 31,
Dividends	2022		2021		2020
Dividends declared per share of common stock	$	2.120	$	2.040	$	1.970
Less: Dividends declared in the current year and paid in the following year	(0.540)		(0.520)		(0.500)
Add: Dividends declared in the prior year and paid in the current year	0.520		0.500		0.485
Dividends paid per share of common stock	$	2.100	$	2.020	$	1.955

Common Stock

Class of Stock [Line Items]

Schedule of Reconciliation of Dividends Declared to Dividends Paid

The unaudited income tax treatment for the dividends to common stockholders reportable for the years ended December 31, 2022, 2021 and 2020 as identified in the table above was as follows: 

	Year Ended December 31,
Shares of Common Stock	2022				2021				2020
Ordinary income (1)	$	1.865	88.80	%	$	1.338	66.22	%	$	1.474	75.40	%
Qualified dividend	0.001		0.02	%	0.003		0.15	%	0.002		0.12	%
Return of capital	0.230		10.99	%	0.551		27.30	%	0.162		8.30	%
Capital gains (2)	0.004		0.19	%	0.075		3.72	%	0.275		14.05	%
Unrecaptured section 1250 gains	—		—	%	0.053		2.61	%	0.042		2.13	%
	$	2.100	100.00	%	$	2.020	100.00	%	$	1.955	100.00	%

____________________

(1)The Tax Cuts and Jobs Act enacted on December 22, 2017 generally allows a deduction for noncorporate taxpayers equal to 20% of ordinary dividends distributed by a REIT (excluding capital gain dividends and qualified dividend income). The amount of dividend eligible for this deduction is referred to as the Section 199A Dividend.  For the year ended December 31, 2022, the Section 199A Dividend is equal to the total ordinary income dividend.

(2)Capital gains are comprised entirely of 20% rate gains.

XML

Organization and Ownership - Operating Properties (Details)	12 Months Ended
	Dec. 31, 2022 ft² project property building tenant
Real Estate Properties [Line Items]
Rentable Square Feet (unaudited)	16,194,146
Stabilized Office Properties
Real Estate Properties [Line Items]
Number of Buildings | building	119
Rentable Square Feet (unaudited)	16,194,146
Number of Tenants | tenant	406
Percentage Occupied (unaudited)	91.60%
Percentage Leased (unaudited)	92.90%
Stabilized Residential Properties
Real Estate Properties [Line Items]
Number of Projects | property	3
Number of Units | property	1,001
2022 Average Occupancy (unaudited)	93.50%
In-process development projects - tenant improvement
Real Estate Properties [Line Items]
Rentable Square Feet (unaudited)	734,000
Number of Projects | property	1
In-process development projects - under construction
Real Estate Properties [Line Items]
Rentable Square Feet (unaudited)	946,000
Number of Projects | project	2
In-process redevelopment projects - under construction
Real Estate Properties [Line Items]
Rentable Square Feet (unaudited)	100,000
Number of Projects | project	2

XML

Organization and Ownership - Narrative (Details)	12 Months Ended
	Dec. 31, 2022 ft² a property developmentProject building development_site redevelopmentProject property_partnership	Dec. 31, 2021
Real Estate Properties [Line Items]
Lease-up properties occupancy percentage	95.00%
Lease-up properties occupancy duration	1 year
Rentable square feet | ft²	16,194,146
100 First LLC and 303 Second LLC
Real Estate Properties [Line Items]
Company owned general partnership interest	56.00%
Redwood LLC
Real Estate Properties [Line Items]
Company owned general partnership interest	93.00%
Operating Partnership
Real Estate Properties [Line Items]
Ownership interest (percent)	99.00%	99.00%
Operating Partnership | Noncontrolling common units
Real Estate Properties [Line Items]
Ownership interest (percent)	1.00%	1.00%
San Francisco, California
Real Estate Properties [Line Items]
Number of properties | building	1
Redwood City, California | Redwood LLC
Real Estate Properties [Line Items]
Number of properties | property	2
Stabilized Development Projects | Seattle, Washington and San Diego, CA
Real Estate Properties [Line Items]
Number of development projects added during the period | developmentProject	2
Stabilized Redevelopment Projects | San Diego, CA
Real Estate Properties [Line Items]
Number of buildings added for redevelopment during the period | redevelopmentProject	2
Stabilized Office and Life Science Space | Seattle, Washington and San Diego, CA
Real Estate Properties [Line Items]
Number of buildings | building	4
Rentable square feet | ft²	1,114,704
Development sites
Real Estate Properties [Line Items]
Number of future development sites	8
Future Development Site
Real Estate Properties [Line Items]
Area of undeveloped land | a	64
Stabilized Office Properties
Real Estate Properties [Line Items]
Number of buildings | building	119
Rentable square feet | ft²	16,194,146
Stabilized Office Properties | Washington
Real Estate Properties [Line Items]
Number of properties | property	10
Future development project | Washington
Real Estate Properties [Line Items]
Number of properties	1
Future development project | Texas
Real Estate Properties [Line Items]
Number of properties	1
Development project in the tenant improvement phase | Texas
Real Estate Properties [Line Items]
Number of properties	1
Properties and development projects
Real Estate Properties [Line Items]
Property ownership percentage	100.00%
Office Properties Owned by Consolidated Property Partnerships
Real Estate Properties [Line Items]
Number of properties | property	4
Consolidated property partnerships
Real Estate Properties [Line Items]
Number of property partnerships | property_partnership	3
Consolidated Property Partnerships Owning Office Properties Through REITs | 100 First LLC and 303 Second LLC
Real Estate Properties [Line Items]
Number of property partnerships | property_partnership	2

XML

Basis of Presentation and Significant Accounting Policies - Narrative (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) property property_partnership development_site investment variableInterestEntity segment	Dec. 31, 2021 USD ($) property investment variableInterestEntity	Dec. 31, 2020 USD ($)
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Assets	$ 10,796,987,000	$ 10,583,397,000
Liabilities	5,122,026,000	4,893,527,000
Noncontrolling interest in consolidated subsidiary	$ 184,390,000	$ 196,064,000
Number of equity method investments | investment	0	0
Number of properties classified as held for sale | property	0	0
Number of consolidated property partnerships | property_partnership	3
Conversion ratio	1
Income tax provision	$ 0	$ 0	$ 0
Number of operating segments | segment	1
Lease Agreements | Minimum
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Finite-lived intangible asset, useful life	1 year
Lease Agreements | Maximum
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Finite-lived intangible asset, useful life	20 years
Disposal group, disposed of by sale
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Restricted cash	$ 0	0
Building and building improvements
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Depreciation of real estate	$ 287,800,000	$ 256,300,000	$ 244,800,000
Building and building improvements | Minimum
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Property depreciable lives	25 years
Building and building improvements | Maximum
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Property depreciable lives	40 years
Leasehold improvements | Minimum
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Property depreciable lives	1 year
Leasehold improvements | Maximum
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Property depreciable lives	20 years
Stabilized Office Properties | Washington
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Number of buildings | property	10
Future development project | Washington
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Number of buildings | development_site	1
Future development project | Texas
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Number of buildings | development_site	1
Development project in the tenant improvement phase | Texas
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Number of buildings | development_site	1
Variable Interest Entity, Primary Beneficiary
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Number of VIEs | variableInterestEntity	2	2
Assets	$ 438,700,000	$ 462,300,000
Liabilities	31,500,000	28,100,000
Variable Interest Entity, Primary Beneficiary | 100 First LLC and 303 Second LLC
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Noncontrolling interest in consolidated subsidiary	179,400,000	190,700,000
Variable Interest Entity, Primary Beneficiary | Real estate investment
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Assets	$ 362,700,000	$ 377,900,000

XML

Acquisitions - Operating Property and Development Project Acquisitions (Details) $ in Thousands					12 Months Ended
	Mar. 09, 2022 USD ($)	Sep. 17, 2021 USD ($) ft² property	Jun. 23, 2021 USD ($)	Jun. 22, 2021 USD ($)	Dec. 31, 2022 USD ($) ft² property	Dec. 31, 2021 USD ($)
Schedule of Asset Acquisitions, by Acquisition [Line Items]
Number of buildings acquired | property					0
Rentable square feet (unaudited) | ft²					16,194,146
Ground lease right-of-use-asset					$ 126,530	$ 127,302
Development properties
Schedule of Asset Acquisitions, by Acquisition [Line Items]
Purchase price					$ 40,000	622,200
2001 West 8th Avenue, Seattle, WA
Schedule of Asset Acquisitions, by Acquisition [Line Items]
Number of buildings acquired | property		1
Rentable square feet (unaudited) | ft²		539,226
Purchase price		$ 490,000
Revenue contributed from acquired properties						9,900
Net income (loss) contributed from acquired properties						$ (3,100)
10615 Burnet Road, Austin, TX | Development properties
Schedule of Asset Acquisitions, by Acquisition [Line Items]
Purchase price	$ 40,000
2045 Pacific Highway, San Diego, CA | Development properties
Schedule of Asset Acquisitions, by Acquisition [Line Items]
Purchase price				$ 42,000
Accrued environmental remediation liabilities				$ 5,200
200 W. 6th Street, Austin, TX
Schedule of Asset Acquisitions, by Acquisition [Line Items]
Rentable square feet (unaudited) | ft²					0
200 W. 6th Street, Austin, TX | Development properties
Schedule of Asset Acquisitions, by Acquisition [Line Items]
Purchase price			$ 580,200
Ground lease liabilities			46,400
Ground lease right-of-use-asset			$ 46,400
Discount rate			3.97%

XML

Acquisitions - Assets Acquired and Liabilities Assumed (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Assets
Land and improvements	$ 84,033
Buildings and improvements	370,967
Deferred leasing costs and acquisition-related intangible assets	49,882
Total assets acquired	504,882
Liabilities
Acquisition-related intangible liabilities	15,112
Total liabilities assumed	15,112
Net assets acquired	489,770
Below-market leases acquired	$ 15,100
Weighted average amortization period of below-market leases	2 years 4 months 24 days
In-Place Leases
Assets
Deferred leasing costs and acquisition-related intangible assets	$ 46,500
Liabilities
Weighted average amortization period of above-market leases (in years)	2 years 2 months 12 days
Leasing Commissions
Assets
Deferred leasing costs and acquisition-related intangible assets	$ 3,100
Liabilities
Weighted average amortization period of above-market leases (in years)	3 years 1 month 6 days
Above Market Leases
Assets
Deferred leasing costs and acquisition-related intangible assets	$ 300
Liabilities
Weighted average amortization period of above-market leases (in years)	8 years 4 months 24 days

XML

Acquisitions - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Jul. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Schedule of Asset Acquisitions, by Acquisition [Line Items]
Payments to acquire land parcel		$ 40,033	$ 586,927	$ 0
Acquisition costs, capitalized		$ 200	$ 1,300	$ 300
601 108th Avenue NE, Bellevue, WA
Schedule of Asset Acquisitions, by Acquisition [Line Items]
Payments to acquire land parcel	$ 47,000

XML

Dispositions - Operating Property Dispositions (Details) $ in Thousands	1 Months Ended				12 Months Ended
	Aug. 31, 2022 USD ($) ft² property	Dec. 31, 2021 USD ($) ft² property	Mar. 31, 2021 USD ($) ft² property	Dec. 31, 2020 USD ($) ft² property	Dec. 31, 2022 USD ($) ft² property	Dec. 31, 2021 USD ($) ft² property	Dec. 31, 2020 USD ($) ft² property
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Rentable square feet | ft²					16,194,146
Gains on sales of operating properties | $					$ 17,329	$ 463,128	$ 35,536
Disposal group, disposed of by sale | 2022 Dispositions
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of buildings | property					1
Rentable square feet | ft²					96,085
Sales price | $					$ 48,000
Disposal group, disposed of by sale | 3130 Wilshire Boulevard, Santa Monica, CA
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of buildings | property	1
Rentable square feet | ft²	96,085
Sales price | $	$ 48,000
Disposal group, disposed of by sale | 2021 Dispositions
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of buildings | property		3				3
Rentable square feet | ft²		852,746				852,746
Sales price | $						$ 1,118,500
Disposal group, disposed of by sale | 1800 Owens Street, San Francisco, CA (The Exchange on 16th)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of buildings | property			1
Rentable square feet | ft²			750,370
Sales price | $			$ 1,081,500
Disposal group, disposed of by sale | 13280 & 13290 Evening Creek Drive South, San Diego, CA
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of buildings | property		2				2
Rentable square feet | ft²		102,376				102,376
Sales price | $		$ 37,000
Disposal group, disposed of by sale | 2020 Dispositions
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of buildings | property				1			1
Rentable square feet | ft²				87,147			87,147
Sales price | $							$ 75,900
Disposal group, disposed of by sale | 331 Fairchild Drive, Mountain View, CA
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of buildings | property				1			1
Rentable square feet | ft²				87,147			87,147
Sales price | $				$ 75,900

XML

Deferred Leasing Costs and Acquisition-Related Intangible Assets and Liabilities, net - Deferred Leasing Costs and Acquisition-related Intangible Assets and Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred Leasing Costs and Acquisition-related Intangible Assets, net:
Total deferred leasing costs and acquisition-related intangible assets, net	$ 250,846	$ 234,458
Acquisition-related Intangible Liabilities, net:
Total acquisition-related intangible liabilities, net	37,437	22,253
Deferred Leasing Costs
Deferred Leasing Costs and Acquisition-related Intangible Assets, net:
Finite-lived intangible assets, gross	301,967	285,247
Accumulated amortization	(121,545)	(107,329)
Finite-lived intangible assets	180,422	177,918
Above-market operating leases
Deferred Leasing Costs and Acquisition-related Intangible Assets, net:
Finite-lived intangible assets, gross	260	260
Accumulated amortization	(39)	(8)
Finite-lived intangible assets	221	252
In-Place Leases
Deferred Leasing Costs and Acquisition-related Intangible Assets, net:
Finite-lived intangible assets, gross	114,435	80,782
Accumulated amortization	(44,232)	(24,494)
Finite-lived intangible assets	70,203	56,288
Below-market operating leases
Acquisition-related Intangible Liabilities, net:
Acquisition-related intangible liabilities, gross	52,380	32,953
Accumulated amortization	(14,943)	(10,700)
Acquisition-related intangible liabilities, net	$ 37,437	$ 22,253

XML

Deferred Leasing Costs and Acquisition-Related Intangible Assets and Liabilities, net - Amortization of Deferred Leasing Costs and Acquisition-related Intangibles (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Amortization for the period related to deferred leasing costs and acquisition-related intangibles
Amortization for the period related to deferred leasing costs and acquisition-related intangibles	$ 52,229	$ 40,130	$ 35,130
Deferred Leasing Costs
Amortization for the period related to deferred leasing costs and acquisition-related intangibles
Amortization for the period related to deferred leasing costs and acquisition-related intangibles	31,059	32,472	33,624
Estimated annual amortization related to acquisition-related intangible assets
Finite-lived intangible assets, 2023	29,783
Finite-lived intangible assets, 2024	26,158
Finite-lived intangible assets, 2025	23,892
Finite-lived intangible assets, 2026	20,891
Finite-lived intangible assets, 2027	18,073
Finite-lived intangible assets, thereafter	61,625
Finite-lived intangible assets	180,422	177,918
Above-market operating leases
Amortization for the period related to deferred leasing costs and acquisition-related intangibles
Amortization for the period related to deferred leasing costs and acquisition-related intangibles	31	8	495
Estimated annual amortization related to acquisition-related intangible assets
Finite-lived intangible assets, 2023	31
Finite-lived intangible assets, 2024	31
Finite-lived intangible assets, 2025	31
Finite-lived intangible assets, 2026	31
Finite-lived intangible assets, 2027	31
Finite-lived intangible assets, thereafter	66
Finite-lived intangible assets	221	252
In-Place Leases
Amortization for the period related to deferred leasing costs and acquisition-related intangibles
Amortization for the period related to deferred leasing costs and acquisition-related intangibles	31,647	14,562	11,759
Estimated annual amortization related to acquisition-related intangible assets
Finite-lived intangible assets, 2023	15,469
Finite-lived intangible assets, 2024	6,742
Finite-lived intangible assets, 2025	6,700
Finite-lived intangible assets, 2026	6,377
Finite-lived intangible assets, 2027	5,105
Finite-lived intangible assets, thereafter	29,810
Finite-lived intangible assets	70,203	56,288
Below-market operating leases
Amortization for the period related to deferred leasing costs and acquisition-related intangibles
Amortization of intangible liabilities	(10,508)	(6,912)	$ (10,748)
Estimated annual amortization related to acquisition-related intangible liabilities
Acquisition-related intangible liabilities, 2023	(8,105)
Acquisition-related intangible liabilities, 2024	(3,602)
Acquisition-related intangible liabilities, 2025	(3,506)
Acquisition-related intangible liabilities, 2026	(3,131)
Acquisition-related intangible liabilities, 2027	(2,933)
Acquisition-related intangible liabilities, thereafter	(16,160)
Acquisition-related intangible liabilities	$ (37,437)	$ (22,253)

XML

Receivables - Current Receivables and Deferred Rent Receivables (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current Receivables, net
Current receivables	$ 22,816	$ 16,448
Allowance for uncollectible tenant receivables	(2,233)	(2,062)
Current receivables, net	20,583	14,386
Deferred Rent Receivables, net
Deferred rent receivables	453,165	406,277
Allowance for deferred rent receivables	(965)	(612)
Deferred rent receivables, net	$ 452,200	$ 405,665

XML

Prepaid Expenses and Other Assets, Net - Schedule of Prepaid Expenses and Other Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Furniture, fixtures and other long-lived assets, net	$ 41,538	$ 42,760
Prepaid expenses and deferred financing costs, net	11,364	12,564
Other assets	9,527	2,667
Total prepaid expenses and other assets, net	$ 62,429	$ 57,991

XML

Secured and Unsecured Debt of the Company (Details) $ in Thousands	Dec. 31, 2022 USD ($) debt_covenant	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Secured debt	$ 242,938	$ 248,367
Number of debt covenants impacting payment of dividends during event of default | debt_covenant	1
Unsecured debt
Debt Instrument [Line Items]
Long-term debt	$ 4,000,000	$ 3,800,000

XML

Secured and Unsecured Debt of the Operating Partnership - Secured Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Secured Debt
Secured debt	$ 242,938	$ 248,367
Kilroy Realty L.P.
Secured Debt
Long-term debt, gross	4,293,469
Secured debt	242,938	248,367
Kilroy Realty L.P. | 3.57% Mortgage Payable due December 2026
Secured Debt
Long-term debt, gross	160,000
Kilroy Realty L.P. | Secured debt
Secured Debt
Secured debt	243,469	249,023
Unamortized deferred financing costs	(531)	(656)
Total secured debt, net	242,938	248,367
Net book value of properties pledged as collateral for secured debt	$ 205,000
Kilroy Realty L.P. | Secured debt | 3.57% Mortgage Payable due December 2026
Secured Debt
Stated interest rate	3.57%
Effective interest rate	3.57%
Long-term debt, gross	$ 159,973	163,435
Kilroy Realty L.P. | Secured debt | 4.48% Mortgage Payable due July 2027
Secured Debt
Stated interest rate	4.48%
Effective interest rate	4.48%
Long-term debt, gross	$ 83,496	$ 85,588

XML

Secured and Unsecured Debt of the Operating Partnership - Unsecured Senior Notes - Registered Offerings and Private Placement (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Oct. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Loss on early extinguishment of debt	$ (12,200)	$ 0	$ 12,246	$ 0
2.650% Unsecured Senior Notes
Debt Instrument [Line Items]
Long-term debt, gross	450,000	$ 450,000	450,000
Unamortized discount (premium), net	$ (200)
Stated interest rate	2.65%	2.65%
Debt redemption, par call option period	3 months
Kilroy Realty L.P.
Debt Instrument [Line Items]
Long-term debt, gross		$ 4,293,469
Loss on early extinguishment of debt		0	12,246	$ 0
Kilroy Realty L.P. | Unsecured debt | 2.500% Unsecured Senior Notes
Debt Instrument [Line Items]
Long-term debt, gross		$ 425,000	$ 425,000
Stated interest rate		2.50%
Kilroy Realty L.P. | Unsecured debt | 3.800% Unsecured Senior Notes
Debt Instrument [Line Items]
Stated interest rate	3.80%
Debt redemption, principal amount	$ 300,000
Premium paid to the note holders at the redemption date	12,100
Write-off of unamortized discount and unamortized deferred financing costs	$ 100

XML

Secured and Unsecured Debt of the Operating Partnership - Unsecured Senior Notes (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Oct. 31, 2021
Debt Instrument [Line Items]
Unsecured debt, net	$ 4,020,058	$ 3,820,383
2.650% Unsecured Senior Notes
Debt Instrument [Line Items]
Unamortized discount (premium), net			$ (200)
Stated coupon rate	2.65%		2.65%
Effective interest rate	2.654%
Long-term debt, gross	$ 450,000	450,000	$ 450,000
Unamortized discount and deferred financing costs	(3,770)	(4,117)
Unsecured debt, net	446,230	445,883
Unsecured debt | Unsecured Senior Notes
Debt Instrument [Line Items]
Unamortized discount (premium), net	(6,400)	(7,400)
Unamortized debt issuance expense	19,100	22,200
Kilroy Realty L.P.
Debt Instrument [Line Items]
Long-term debt, gross	4,293,469
Unsecured debt, net	4,020,058	3,820,383
Kilroy Realty L.P. | Unsecured debt
Debt Instrument [Line Items]
Unsecured debt, net	$ 3,824,581	3,820,383
Kilroy Realty L.P. | Unsecured debt | 2.500% Unsecured Senior Notes
Debt Instrument [Line Items]
Stated coupon rate	2.50%
Effective interest rate	2.56%
Long-term debt, gross	$ 425,000	425,000
Unamortized discount and deferred financing costs	(5,268)	(5,802)
Unsecured debt, net	$ 419,732	419,198
Kilroy Realty L.P. | Unsecured debt | 4.270% Unsecured Senior Notes
Debt Instrument [Line Items]
Stated coupon rate	4.27%
Effective interest rate	4.27%
Long-term debt, gross	$ 350,000	350,000
Unamortized discount and deferred financing costs	(1,463)	(1,644)
Unsecured debt, net	$ 348,537	348,356
Kilroy Realty L.P. | Unsecured debt | 3.050% Unsecured Senior Notes
Debt Instrument [Line Items]
Stated coupon rate	3.05%
Effective interest rate	3.064%
Long-term debt, gross	$ 500,000	500,000
Unamortized discount and deferred financing costs	(4,221)	(4,814)
Unsecured debt, net	$ 495,779	495,186
Kilroy Realty L.P. | Unsecured debt | 4.750% Unsecured Senior Notes
Debt Instrument [Line Items]
Stated coupon rate	4.75%
Effective interest rate	4.80%
Long-term debt, gross	$ 400,000	400,000
Unamortized discount and deferred financing costs	(2,963)	(3,457)
Unsecured debt, net	$ 397,037	396,543
Kilroy Realty L.P. | Unsecured debt | 4.350% Unsecured Senior Notes
Debt Instrument [Line Items]
Stated coupon rate	4.35%
Effective interest rate	4.35%
Long-term debt, gross	$ 200,000	200,000
Unamortized discount and deferred financing costs	(663)	(837)
Unsecured debt, net	$ 199,337	199,163
Kilroy Realty L.P. | Unsecured debt | 4.300% Unsecured Senior Notes
Debt Instrument [Line Items]
Stated coupon rate	4.30%
Effective interest rate	4.30%
Long-term debt, gross	$ 50,000	50,000
Unamortized discount and deferred financing costs	(157)	(202)
Unsecured debt, net	$ 49,843	49,798
Kilroy Realty L.P. | Unsecured debt | 3.450% Unsecured Senior Notes
Debt Instrument [Line Items]
Stated coupon rate	3.45%
Effective interest rate	3.47%
Long-term debt, gross	$ 425,000	425,000
Unamortized discount and deferred financing costs	(1,148)	(1,734)
Unsecured debt, net	$ 423,852	423,266
Kilroy Realty L.P. | Unsecured debt | 3.450% Unsecured Senior Notes
Debt Instrument [Line Items]
Stated coupon rate	3.45%
Effective interest rate	3.45%
Long-term debt, gross	$ 75,000	75,000
Unamortized discount and deferred financing costs	(262)	(304)
Unsecured debt, net	$ 74,738	74,696
Kilroy Realty L.P. | Unsecured debt | 3.350% Unsecured Senior Notes
Debt Instrument [Line Items]
Stated coupon rate	3.35%
Effective interest rate	3.35%
Long-term debt, gross	$ 175,000	175,000
Unamortized discount and deferred financing costs	(478)	(594)
Unsecured debt, net	$ 174,522	174,406
Kilroy Realty L.P. | Unsecured debt | 4.375% Unsecured Senior Notes
Debt Instrument [Line Items]
Stated coupon rate	4.375%
Effective interest rate	4.444%
Long-term debt, gross	$ 400,000	400,000
Unamortized discount and deferred financing costs	(1,523)	(2,077)
Unsecured debt, net	$ 398,477	397,923
Kilroy Realty L.P. | Unsecured debt | 4.250% Unsecured Senior Notes
Debt Instrument [Line Items]
Stated coupon rate	4.25%
Effective interest rate	4.35%
Long-term debt, gross	$ 400,000	400,000
Unamortized discount and deferred financing costs	(3,503)	(4,035)
Unsecured debt, net	$ 396,497	$ 395,965

XML

Secured and Unsecured Debt of the Operating Partnership - Unsecured Revolving Credit Facility and Term Loan Facility (Details)	1 Months Ended		12 Months Ended
	Oct. 31, 2022 USD ($) extension_option	Apr. 29, 2021 USD ($) extension_option	Dec. 31, 2022 USD ($) extension_option	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Debt Instrument [Line Items]
Proceeds from the issuance of unsecured debt			$ 0	$ 449,807,000	$ 772,297,000
Kilroy Realty L.P.
Debt Instrument [Line Items]
Proceeds from the issuance of unsecured debt			0	449,807,000	772,297,000
Revolving credit facility | Kilroy Realty L.P.
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		$ 1,100,000,000	1,100,000,000	1,100,000,000	$ 750,000,000
Number of extension options | extension_option		2
Extension period (in months)		6 months
Percentage of debt instrument, interest rate reduction if sustainability performance targets met		0.01%
Contingent additional borrowings			$ 500,000,000	$ 500,000,000
Revolving credit facility | Kilroy Realty L.P. | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Variable rate (percent)			0.90%
Unsecured debt | Unsecured Term Loan Facility
Debt Instrument [Line Items]
Number of extension options | extension_option	2
Extension period (in months)	12 months
Principal amount of debt	$ 400,000,000
Proceeds from the issuance of unsecured debt	200,000,000
Unsecured debt | Kilroy Realty L.P. | Unsecured Term Loan Facility
Debt Instrument [Line Items]
Number of extension options | extension_option			2
Extension period (in months)			12 months
Line of credit | Kilroy Realty L.P. | Unsecured Term Loan Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity			$ 400,000,000
Contingent additional borrowings	$ 100,000,000
Line of credit | Kilroy Realty L.P. | Unsecured Term Loan Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Variable rate (percent)			0.95%

XML

Secured and Unsecured Debt of the Operating Partnership - Unsecured Senior Notes, Unsecured Revolving Credit Facility and Term Loan Facility (Details) - Kilroy Realty L.P. - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Oct. 31, 2022	Apr. 29, 2021	Dec. 31, 2020
Revolving credit facility
Terms of the Credit Facility
Outstanding borrowings	$ 0	$ 0
Remaining borrowing capacity	1,100,000,000	1,100,000,000
Total borrowing capacity	$ 1,100,000,000	$ 1,100,000,000		$ 1,100,000,000	$ 750,000,000
Interest rate	5.20%	1.00%
Facility fee-annual rate (percent)	0.20%	0.20%
Contingent additional borrowings	$ 500,000,000	$ 500,000,000
Unamortized debt issuance expense	$ 5,300,000	$ 7,300,000
Revolving credit facility | London Interbank Offered Rate (LIBOR)
Terms of the Credit Facility
Basis spread on SOFR and LIBOR		0.90%
Revolving credit facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Terms of the Credit Facility
Basis spread on SOFR and LIBOR	0.90%
Term loan facility | $400.0 million term loan facility
Terms of the Credit Facility
Outstanding borrowings	$ 200,000,000
Remaining borrowing capacity	200,000,000
Total borrowing capacity	$ 400,000,000
Interest rate	5.23%
Undrawn facility fee-annual rate	0.20%
Contingent additional borrowings			$ 100,000,000
Unamortized debt issuance expense	$ 4,500,000
Term loan facility | $400.0 million term loan facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Terms of the Credit Facility
Basis spread on SOFR and LIBOR	0.95%

XML

Secured and Unsecured Debt of the Operating Partnership - Debt Covenants and Restrictions (Details)	Dec. 31, 2022 debt_covenant
Debt Disclosure [Abstract]
Number of noncompliant debt covenants that could require immediate repayment of full principal balance of associated debt	1

XML

Secured and Unsecured Debt of the Operating Partnership - Debt Maturities (Details) $ in Thousands	1 Months Ended	12 Months Ended
	Oct. 31, 2022 extension_option	Dec. 31, 2022 USD ($) extension_option debt_covenant	Dec. 31, 2021 USD ($)
Stated debt maturities and scheduled amortization payments, excluding debt discounts
Number of noncompliant debt covenants that could require immediate repayment of full principal balance of associated debt | debt_covenant		1
Unsecured debt
Stated debt maturities and scheduled amortization payments, excluding debt discounts
Long-term debt		$ 4,000,000	$ 3,800,000
Unsecured Term Loan Facility | Unsecured debt
Stated debt maturities and scheduled amortization payments, excluding debt discounts
Number of extension options | extension_option	2
Extension period (in months)	12 months
Kilroy Realty L.P.
Stated debt maturities and scheduled amortization payments, excluding debt discounts
2023		5,775
2024		631,006
2025		406,246
2026		401,317
2027		249,125
Thereafter		2,600,000
Total aggregate principal value		4,293,469
Kilroy Realty L.P. | Unsecured Term Loan Facility, Unsecured Senior Notes and Secured Debt
Stated debt maturities and scheduled amortization payments, excluding debt discounts
Unamortized debt issuance expense		(24,100)
Kilroy Realty L.P. | Unsecured senior notes
Stated debt maturities and scheduled amortization payments, excluding debt discounts
Debt issuance discount		(6,400)
Kilroy Realty L.P. | Unsecured Term Loan Facility | Unsecured debt
Stated debt maturities and scheduled amortization payments, excluding debt discounts
Long-term debt		$ 200,000
Number of extension options | extension_option		2
Extension period (in months)		12 months

XML

Secured and Unsecured Debt of the Operating Partnership - Capitalized Interest and Loan Fees (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Capitalized Interest and Loan Fees [Line Items]
Interest expense	$ 84,278	$ 78,555	$ 70,772
Kilroy Realty L.P.
Capitalized Interest and Loan Fees [Line Items]
Gross interest expense	161,761	158,756	150,325
Capitalized interest and deferred financing costs	(77,483)	(80,201)	(79,553)
Interest expense	$ 84,278	$ 78,555	$ 70,772

XML

Deferred Revenue and Acquisition-Related Intangible Liabilities, net - Deferred Revenue and Acquisition-Related Intangible Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Deferred revenue related to tenant-funded tenant improvements	$ 111,453	$ 108,002
Other deferred revenue	47,069	40,896
Acquisition-related intangible liabilities, net	37,437	22,253
Deferred revenue and acquisition-related intangible liabilities, net	$ 195,959	$ 171,151

XML

Deferred Revenue and Acquisition-Related Intangible Liabilities, net - Estimated Amortization of Deferred Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Deferred Revenue, Future Amortization Recognized By Year [Abstract]
Total	$ 111,453	$ 108,002
Tenant funded tenant improvements
Disaggregation of Revenue [Line Items]
Deferred revenues amortized and recognized as rental income	19,300	$ 16,500	$ 22,500
Deferred Revenue, Future Amortization Recognized By Year [Abstract]
2023	19,037
2024	16,865
2025	14,061
2026	12,382
2027	10,551
Thereafter	38,557
Total	$ 111,453

XML

Noncontrolling Interests on the Company’s Consolidated Financial Statements (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) trading_day $ / shares shares	Dec. 31, 2021 USD ($) trading_day $ / shares shares	Aug. 30, 2016 rEITSubsidiary company
Noncontrolling Interest [Line Items]
Conversion ratio	1
Common stock, par value (dollars per share) | $ / shares	$ 0.01	$ 0.01
Number of trading days | trading_day	10	10
Aggregate value upon redemption of outstanding noncontrolling common units	$ 44,700	$ 76,200
Noncontrolling interest in consolidated subsidiary	$ 184,390	$ 196,064
Noncontrolling common units | Noncontrolling common unitholders of the Operating Partnership
Noncontrolling Interest [Line Items]
Common units outstanding held by common limited partners (in shares) | shares	1,150,574	1,150,574
Kilroy Realty L.P. | Noncontrolling common unitholders of the Operating Partnership
Noncontrolling Interest [Line Items]
Conversion ratio	1
Kilroy Realty L.P. | Noncontrolling common unitholders of the Operating Partnership
Noncontrolling Interest [Line Items]
Common units outstanding held by common limited partners (in shares) | shares	1,150,574	1,150,574
Operating Partnership
Noncontrolling Interest [Line Items]
Ownership interest (percent)	99.00%	99.00%
Operating Partnership | Noncontrolling common units
Noncontrolling Interest [Line Items]
Ownership interest (percent)	1.00%	1.00%
Norges Bank Real Estate Management (NBREM) | Consolidated property partnerships
Noncontrolling Interest [Line Items]
Contributions, number of REIT subsidiaries | rEITSubsidiary			2
Ownership interest of limited partnership interests			44.00%
Ownership interest, number of existing companies | company			2
100 First LLC and 303 Second LLC | Variable Interest Entity, Primary Beneficiary
Noncontrolling Interest [Line Items]
Noncontrolling interest in consolidated subsidiary	$ 179,400	$ 190,700
Redwood LLC
Noncontrolling Interest [Line Items]
Noncontrolling interest in consolidated subsidiary	$ 5,000	$ 5,400

XML

Noncontrolling Interests on the Operating Partnership’s Consolidated Financial Statements (Details) - Consolidated property partnerships - Norges Bank Real Estate Management (NBREM)	Aug. 30, 2016 rEITSubsidiary company
Noncontrolling Interest [Line Items]
Contributions, number of REIT subsidiaries | rEITSubsidiary	2
Ownership interest of limited partnership interests	44.00%
Ownership interest, number of existing companies | company	2

XML

Stockholders' Equity of the Company - Narrative (Details) - USD ($)	1 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Net proceeds from issuance of common units		$ 0	$ 0	$ 721,665,000
Sale of stock, shares issued (in shares)		116,878,031	116,464,169
Stock repurchase program, number of shares authorized to be repurchased (in shares)		4,935,826
Stock repurchased during period (in shares)		0	0	0
2018 At-The-Market Program
Class of Stock [Line Items]
Common stock, aggregate gross sales price	$ 500,000,000
2018 At-The-Market Program | Forward Equity Offering | Common Stock
Class of Stock [Line Items]
Net proceeds from issuance of common units		$ 0	$ 0	$ 0
Sale of stock, shares issued (in shares)		3,594,576

XML

Stockholders' Equity of the Company - At-The-Market Offering and Derivatives and Distributions (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Dividends and Distributions payable to:
Accrued distributions (Notes 14 and 25)	$ 64,285	$ 61,850
Outstanding Shares and Units:
Common stock (in shares)	116,878,031	116,464,169
Restricted Stock Units (RSUs)
Outstanding Shares and Units:
RSUs (in shares)	984,006	1,292,802
Kilroy Realty L.P.
Dividends and Distributions payable to:
Accrued distributions (Notes 14 and 25)	$ 64,285	$ 61,850
Kilroy Realty L.P. | Restricted Stock Units (RSUs)
Dividends and Distributions payable to:
Accrued distributions (Notes 14 and 25)	$ 550	$ 691
Kilroy Realty L.P. | Market measure-based Restricted Stock Units (RSUs)
Outstanding Shares and Units:
Number of RSUs outstanding (in shares)	1,123,554	976,464
Kilroy Realty L.P. | Common Units
Outstanding Shares and Units:
Non-affiliated investors and other common units of the Operating Partnership (in shares)	1,150,574	1,150,574
Noncontrolling common units | Common Units
Outstanding Shares and Units:
Non-affiliated investors and other common units of the Operating Partnership (in shares)	1,150,574	1,150,574
Common stockholders and noncontrolling unitholders
Dividends and Distributions payable to:
Accrued distributions (Notes 14 and 25)	$ 64,285	$ 61,850
Common Stock
Dividends and Distributions payable to:
Accrued distributions (Notes 14 and 25)	$ 63,114	$ 60,561
Outstanding Shares and Units:
Common stock (in shares)	116,878,031	116,464,169
Common Units
Dividends and Distributions payable to:
Accrued distributions (Notes 14 and 25)	$ 621	$ 598

XML

Partners' Capital of the Operating Partnership - At-The-Market Stock Offering, Common Units and Accrued Distributions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accrued distributions
Accrued distributions (Notes 14 and 25)	$ 64,285	$ 61,850
Operating Partnership
General Partners' Capital Account
Ownership interest (percent)	99.00%	99.00%
Kilroy Realty L.P.
Accrued distributions
Accrued distributions (Notes 14 and 25)	$ 64,285	$ 61,850
Kilroy Realty L.P. | Restricted Stock Units (RSUs)
Accrued distributions
Accrued distributions (Notes 14 and 25)	$ 550	$ 691
RSUs (in shares)	984,006	1,292,802
Kilroy Realty L.P. | Market measure-based Restricted Stock Units (RSUs)
Accrued distributions
Number of RSUs outstanding (in shares)	1,123,554	976,464
Kilroy Realty L.P. | Partners’ Capital
Accrued distributions
Accrued distributions (Notes 14 and 25)	$ 64,285	$ 61,850
Kilroy Realty L.P. | Partners capital general partner
Accrued distributions
Accrued distributions (Notes 14 and 25)	63,114	60,561
Kilroy Realty L.P. | Partners capital limited partner
Accrued distributions
Accrued distributions (Notes 14 and 25)	$ 621	$ 598
Non-Affiliated Investors | Operating Partnership
General Partners' Capital Account
Ownership interest (percent)	1.00%	1.00%
Noncontrolling common unitholders of the Operating Partnership | Kilroy Realty L.P.
General Partners' Capital Account
Company owned common units in the Operating Partnership (in shares)	116,878,031	116,464,169
Non-affiliated investors and other common units of the Operating Partnership (in shares)	1,150,574	1,150,574
Noncontrolling common unitholders of the Operating Partnership | Non-Affiliated Investors
General Partners' Capital Account
Non-affiliated investors and other common units of the Operating Partnership (in shares)	1,150,574	1,150,574

XML

Share-Based and Other Compensation - Stockholder Approved Share-Based Incentive Compensation Plan (Details) shares in Millions	Dec. 31, 2022 compensation_plan shares
Share-Based Payment Arrangement [Abstract]
Number of share-based incentive compensation plans | compensation_plan	1
Effective registration shares (in shares)	10.7
Number of shares available for grant (in shares)	1.1

XML

Share-Based and Other Compensation - Annual Performance-Based RSU Grants (Details) $ / shares in Units, $ in Millions				1 Months Ended	12 Months Ended
	Jan. 28, 2022 USD ($) $ / shares shares	Feb. 18, 2021 USD ($) $ / shares shares	Jan. 31, 2020 USD ($) $ / shares shares	Jan. 31, 2022 participant	Dec. 31, 2022 participant $ / shares	Dec. 31, 2021 $ / shares	Dec. 31, 2020 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term of publicly-traded options on shares of Company stock					6 months
Performance-Based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period				3 years	3 years	3 years	3 years
Vesting, achievement of pre-set FFO per share goals, percentage of RSUs					100.00%
Vesting, average debt to EBIDTA ratio, percentage of RSUs					50.00%
Vesting, market measure, percentage of RSUs					50.00%
Number of participants with compensation expense recognized on a rolling twelve-month basis | participant				1
Number of shares issuable per RSU					1
2022 Performance-Based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of participants with compensation expense recognized on a rolling twelve-month basis | participant					1
Performance-based RSUs achievement target, participant one, percent					175.00%
Performance-based RSUs achievement target, all other participants, percent					150.00%
Fair value on valuation date | $	$ 12.7
Fair value per share on valuation date (dollars per share) | $ / shares	$ 67.62
Expected share price volatility	36.00%
Risk-free interest rate	1.35%
2022 Performance-Based RSUs | One Participant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value per share on valuation date (dollars per share) | $ / shares					$ 70.00
2022 Performance-Based RSUs | Executive officer share-based compensation programs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target RSUs granted (in shares) | shares	193,111
2022 Performance-Based RSUs | Market measure-based RSU estimate of probable
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Estimated RSUs earned (in shares) | shares	304,535
2021 Performance-Based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of participants with compensation expense recognized on a rolling twelve-month basis | participant					1
Performance-based RSUs achievement target, participant one, percent					175.00%
Performance-based RSUs achievement target, all other participants, percent					150.00%
Fair value on valuation date | $		$ 10.6
Fair value per share on valuation date (dollars per share) | $ / shares		$ 63.93
Expected share price volatility		35.00%
Risk-free interest rate		0.20%
2021 Performance-Based RSUs | One Participant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value per share on valuation date (dollars per share) | $ / shares						$ 66.95
2021 Performance-Based RSUs | Executive officer share-based compensation programs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target RSUs granted (in shares) | shares		172,430
2021 Performance-Based RSUs | Market measure-based RSU estimate of probable
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Estimated RSUs earned (in shares) | shares		371,518
2020 Performance Based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of participants with compensation expense recognized on a rolling twelve-month basis | participant					1
Performance-based RSUs achievement target, participant one, percent					131.00%
Performance-based RSUs achievement target, all other participants, percent					121.00%
Fair value on valuation date | $			$ 12.9
Fair value per share on valuation date (dollars per share) | $ / shares			$ 84.54
Expected share price volatility			17.00%
Risk-free interest rate			1.35%
2020 Performance Based RSUs | One Participant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value per share on valuation date (dollars per share) | $ / shares							$ 85.52
2020 Performance Based RSUs | Executive officer share-based compensation programs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target RSUs granted (in shares) | shares			154,267
2020 Performance Based RSUs | Market measure-based RSU estimate of probable
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Estimated RSUs earned (in shares) | shares			180,419

XML

Share-Based and Other Compensation - December 2018 Market-Based RSU Grant (Details) $ / shares in Units, $ in Millions		12 Months Ended				48 Months Ended
	Dec. 27, 2018 USD ($) $ / shares shares	Dec. 31, 2021	Dec. 31, 2020 $ / shares	Dec. 31, 2019 $ / shares	Dec. 31, 2018 $ / shares	Dec. 31, 2022
December 2018 Market-Based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grants in period (in shares)	346,777
Number of shares issuable per RSU	1
Fair value RSUs granted | $	$ 23.8
Fair value per share on valuation date (dollars per share) | $ / shares	$ 68.66		$ 68.66	$ 68.66	$ 68.66
Vesting criteria, one (percent)					75.00%
Vesting criteria, period one		3 years
Vesting criteria, period two		4 years
Vesting criteria, two (percent)					25.00%
Expected share price volatility	23.00%
Risk-free interest rate	2.40%
December 2018 Market-Based RSUs | Chairman And Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grants in period (in shares)	266,130
December 2018 Market-Based RSUs | Management
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grants in period (in shares)	80,647
December 2018 Market-Based RSUs, TSR | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target percent						0.00%
December 2018 Market-Based RSUs, TSR | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target percent						200.00%

XML

Share-Based and Other Compensation - Summary of Performance and Market-Measure Based RSUs (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Market measure-based Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Vested (in shares)	241,184	252,098	270,054
Weighted-Average Fair Value Per Share
Outstanding beginning balance (dollars per share)	$ 68.75
Granted (dollars per share)	63.05
Vested (dollars per share)	70.52
Issuance of dividend equivalents (dollars per share)	55.98
Canceled (dollars per share)	66.06
Outstanding ending balance (dollars per share)	$ 66.85	$ 68.75
Nonvested Restricted Stock Units RSU | Market measure-based Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Number of RSUs outstanding, beginning balance (in shares)	976,464
Granted (in shares)	310,484	281,333	154,267
Vested (in shares)	195,723
Issuance of dividend equivalents (in shares)	39,385
Canceled (in shares)	(7,056)
Number of RSUs outstanding, ending balance (in shares)	1,123,554	976,464
Weighted-Average Fair Value Per Share
Granted (dollars per share)	$ 63.05	$ 57.85	$ 85.08
Vested Restricted Stock Units RSU | Market measure-based Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Vested RSUs, beginning balance (in shares)	0
Granted (in shares)	43,686
Vested (in shares)	195,723
Settled (in shares)	(211,478)
Issuance of dividend equivalents (in shares)	1,775
Canceled (in shares)	(1)
Vested RSUs, ending balance (in shares)	29,705	0
Restricted Stock Units (RSUs)
Weighted-Average Fair Value Per Share
Vesting period	3 years
Restricted Stock Units (RSUs) | Market measure-based Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Total RSUs, beginning balance (in shares)	976,464
Granted (in shares)	354,170
Vested (in shares)	0
Settled (in shares)	(211,478)
Issuance of dividend equivalents (in shares)	41,160
Canceled (in shares)	(7,057)
Total RSUs, ending balance (in shares)	1,153,259	976,464
Restricted Stock Units (RSUs) | Market measure-based Restricted Stock Units (RSUs) | Kilroy Realty 2006 Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Settled (in shares)	(102,945)

XML

Share-Based and Other Compensation - Market-Measure Based RSUs (Details) - Market measure-based Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value per share on valuation date (dollars per share)	$ 63.05
Vested (in shares)	(241,184)	(252,098)	(270,054)
Nonvested Restricted Stock Units RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	310,484	281,333	154,267
Fair value per share on valuation date (dollars per share)	$ 63.05	$ 57.85	$ 85.08
Vested (in shares)	(195,723)
Vested RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	43,686
Vested (in shares)	(195,723)
Total Fair Value at Vest Date	$ 15,200	$ 14,299	$ 19,471

XML

Share-Based and Other Compensation - Annual Time-Based RSU Grants (Details) $ / shares in Units, $ in Millions				2 Months Ended	12 Months Ended
	Jan. 28, 2022 USD ($) $ / shares shares	Jan. 31, 2020 USD ($) $ / shares shares	Dec. 27, 2018 USD ($) $ / shares shares	Feb. 28, 2021 USD ($) $ / shares shares	Dec. 31, 2022 participant installment shares	Dec. 31, 2018
Time-Based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of installments | installment					3
Vesting criteria, one (percent)						50.00%
Vesting criteria, two (percent)						50.00%
Right to receive number of shares (in shares) | shares					1
2021 Time-Based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of participants with compensation expense recognized on a rolling twelve-month basis | participant					1
2022 Time-Based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of participants with compensation expense recognized on a rolling twelve-month basis | participant					1
RSUs granted | Executive officer share-based compensation programs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares) | shares	158,170	109,359	298,384	160,277
Fair value on valuation date | $	$ 10.0	$ 9.0	$ 18.5	$ 9.1
Weighted average fair value per share | $ / shares	$ 63.05	$ 82.57	$ 62.00	$ 57.07

XML

Share-Based and Other Compensation - Summary of Time-Based RSUs (Details) - RSUs granted - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Vested (in shares)	(294,867)	(144,838)	(208,608)
Nonvested Restricted Stock Units RSU
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Number of RSUs outstanding, beginning balance (in shares)	539,729
Granted (in shares)	177,099	172,181	120,769
Vested (in shares)	(270,061)
Issuance of dividend equivalents (in shares)	15,324
Forfeited (in shares)	(18,724)
Number of RSUs outstanding, ending balance (in shares)	443,367	539,729
Weighted Average Fair Value Per Share
Outstanding beginning balance (dollars per share)	$ 64.03
Granted (dollars per share)	62.58	$ 57.83	$ 79.74
Vested (dollars per share)	67.15
Issuance of dividend equivalents (dollars per share)	54.15
Forfeited (dollars per share)	62.56
Outstanding ending balance (dollars per share)	$ 61.27	$ 64.03
Vested RSUs
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Vested RSUs, beginning balance (in shares)	753,073
Granted (in shares)	0
Vested (in shares)	(270,061)
Settled (in shares)	(535,019)
Issuance of dividend equivalents (in shares)	24,806
Forfeited (in shares)	0
Canceled (in shares)	(1,987)
Vested RSUs, ending balance (in shares)	510,934	753,073
Vested RSUs | Kilroy Realty 2006 Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Settled (in shares)	(231,604)
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Total RSUs, beginning balance (in shares)	1,292,802
Granted (in shares)	177,099
Vested (in shares)	0
Settled (in shares)	(535,019)
Issuance of dividend equivalents (in shares)	40,130
Forfeited (in shares)	(18,724)
Canceled (in shares)	(1,987)
Total RSUs, ending balance (in shares)	954,301	1,292,802

XML

Share-Based and Other Compensation - Time-Based RSUs (Details) - RSUs granted - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vested (in shares)	(294,867)	(144,838)	(208,608)
Nonvested Restricted Stock Units RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	177,099	172,181	120,769
Fair value per share on valuation date (dollars per share)	$ 62.58	$ 57.83	$ 79.74
Vested (in shares)	(270,061)
Vested Restricted Stock Units RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	0
Vested (in shares)	(270,061)
Total Fair Value at Vest Date	$ 19,890	$ 8,605	$ 15,066

XML

Share-Based and Other Compensation - Share-Based Compensation Cost Recorded During the Period and Other Compensation (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 34.8	$ 41.0	$ 37.6
Share-based compensation expense capitalized	6.4	$ 7.2	7.4
Share-based compensation not yet recognized	$ 25.1
Share-based compensation not yet recognized period of recognition	1 year 8 months 12 days
Chief Executive Officer | General and Administrative Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Severance costs			14.1
Severance
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense			$ 4.5

XML

Employee Benefit Plans (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Retirement Benefits [Abstract]
Eligibility period for 401K savings plan, period	3 months
401(k) plan, maximum participant deferral percent	60.00%
401(k) plan, employer match per dollar of participant contribution	$ 0.50
401(k) plan, maximum employer match percentage	10.00%
401(k) plan, contributions made	$ 1,600,000	$ 1,500,000	$ 1,600,000
Deferred Compensation, maximum participant deferral percent	70.00%
Deferred Compensation, maximum director fees and bonuses that may be deferred (percent)	100.00%
Deferred Compensation, mandatory Company contributions as percentage of gross monthly salary (percent)	10.00%
Deferred Compensation, liability under plan	$ 23,400,000	$ 27,400,000

XML

Rental Income and Future Minimum Rent - Allocation of Rental Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Fixed lease payments	$ 923,257	$ 826,883
Variable lease payments	162,638	123,544
Net collectability recoveries (reversals)	123	(1,433)
Total rental income	$ 1,086,018	$ 948,994	$ 892,306

XML

Rental Income and Future Minimum Rent - Future Contractual Minimum Rent (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Future contractual minimum rent under operating lease
2023	$ 809,406
2024	796,645
2025	769,116
2026	716,780
2027	656,100
Thereafter	2,464,166
Total	$ 6,212,213

XML

Commitments and Contingencies - Narrative (Details) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($) ground_lease	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Long-term Purchase Commitment [Line Items]
Commitments for contracts and executed leases, operating and redevelopment and development properties	$ 586.6
Weighted average discount rate	4.65%
Weighted average remaining lease term	64 years
Variable lease, cost	$ 3.6	$ 2.6	$ 3.0
Environmental Loss Contingency, Statement of Financial Position [Extensible Enumeration]	consolidated balance sheet
Environmental matters
Long-term Purchase Commitment [Line Items]
Accrued environmental remediation liabilities	$ 80.5	$ 75.2
Ten year ground lease extension option
Long-term Purchase Commitment [Line Items]
Number of extension options | ground_lease	3
Ground lease extension option term	10 years
Forty-five year ground lease extension option
Long-term Purchase Commitment [Line Items]
Number of extension options | ground_lease	1
Ground lease extension option term	45 years

XML

Commitments and Contingencies - Minimum Commitment Under Ground Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Minimum commitment under our ground leases
2023	$ 6,563
2024	6,598
2025	6,634
2026	6,671
2027	6,713
Thereafter	368,281
Total undiscounted cash flows	401,460
Present value discount	(276,466)
Ground lease liabilities	$ 124,994	$ 125,550
Period after which ground lease rentals are adjusted based on fair market value and the Consumer Price Index	5 years
Annual ground lease rental obligations limit	$ 1,000
Duration of ground lease increase	10 years
Average annual percentage rent for previous ten years (percent)	60.00%
Previous period included in average annual rent percentage for ten-year increases	3 years
Ground lease fixed ground rent increase, percent	5.00%
Percentage rent increase every year	2.00%
Ground lease reset period	10 years
Remaining ground lease obligation period	10 years

XML

Fair Value Measurements and Disclosures - Assets and Liabilities Reported at Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Fair value, measurements, recurring | Fair Value (Level 1)
Assets and Liabilities Reported at Fair Value
Marketable securities	$ 23,547	$ 27,475

XML

Fair Value Measurements and Disclosures - Financial Instruments Disclosed at Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Carrying Value | Secured debt, net
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of debt, net	$ 242,938	$ 248,367
Carrying Value | Unsecured debt, net
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of debt, net	4,020,058	3,820,383
Fair value | Secured debt, net | Fair value (Level 2)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of debt, net	225,847	269,687
Fair value | Unsecured debt, net | Fair value (Level 2)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of debt, net	$ 3,500,420	$ 4,105,408

XML

Net Income Available to Common Stockholders Per Share of the Company - Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net income available to common stockholders	$ 232,615	$ 628,144	$ 187,105
Allocation to participating securities	(1,272)	(1,516)	(2,229)
Numerator for basic net income available to common stockholders	$ 231,343	$ 626,628	$ 184,876
Denominator:
Basic weighted average vested shares/units outstanding (in shares)	116,806,575	116,429,130	113,241,341
Effect of dilutive securities (in shares)	413,472	519,513	478,281
Diluted weighted average vested shares and common stock/ unit equivalents outstanding (in shares)	117,220,047	116,948,643	113,719,622
Basic earnings per share:
Net income available to common stockholders per share (dollars per share)	$ 1.98	$ 5.38	$ 1.63
Diluted earnings per share:
Net income available to common stockholders per share (dollars per share)	$ 1.97	$ 5.36	$ 1.63

XML

Net Income Available to Common Unitholders Per Unit of the Operating Partnership - Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net income available to common unitholders	$ 232,615	$ 628,144	$ 187,105
Allocation to participating securities	(1,272)	(1,516)	(2,229)
Numerator for basic net income available to common unitholders	$ 231,343	$ 626,628	$ 184,876
Denominator:
Basic weighted average vested shares/units outstanding (in shares)	116,806,575	116,429,130	113,241,341
Effect of dilutive securities (in shares)	413,472	519,513	478,281
Diluted weighted average vested shares and common stock/ unit equivalents outstanding (in shares)	117,220,047	116,948,643	113,719,622
Basic earnings per unit:
Net income available to common unitholders per unit (dollars per share)	$ 1.98	$ 5.38	$ 1.63
Diluted earnings per unit:
Net income available to common unitholders per unit (dollars per share)	$ 1.97	$ 5.36	$ 1.63
Kilroy Realty L.P.
Numerator:
Net income available to common unitholders	$ 234,898	$ 634,307	$ 189,609
Allocation to participating securities	(1,272)	(1,516)	(2,229)
Numerator for basic net income available to common unitholders	$ 233,626	$ 632,791	$ 187,380
Denominator:
Basic weighted average vested shares/units outstanding (in shares)	117,957,149	117,579,704	115,095,506
Effect of dilutive securities (in shares)	413,472	519,513	478,281
Diluted weighted average vested shares and common stock/ unit equivalents outstanding (in shares)	118,370,621	118,099,217	115,573,787
Basic earnings per unit:
Net income available to common unitholders per unit (dollars per share)	$ 1.98	$ 5.38	$ 1.63
Diluted earnings per unit:
Net income available to common unitholders per unit (dollars per share)	$ 1.97	$ 5.36	$ 1.62

XML

Supplemental Cash Flow Information of the Company - Supplemental Cash Flow (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
SUPPLEMENTAL CASH FLOWS INFORMATION:
Capitalized interest	$ 72,973	$ 75,802	$ 75,852
Cash paid for interest, net of capitalized interest of $72,973, $75,802, and $75,852 as of December 31, 2022, 2021 and 2020, respectively	79,634	77,028	61,741
Cash paid for amounts included in the measurement of ground lease liabilities	6,447	6,209	5,744
NON-CASH INVESTING TRANSACTIONS:
Accrual for expenditures for operating properties and development and redevelopment properties	97,729	119,829	189,161
Tenant improvements funded directly by tenants	6,772	20,070	11,592
Assumption of accrued liabilities in connection with acquisitions (Note 3)	0	37,572	0
Initial measurement of operating right of use ground lease assets (Notes 3 and 18)	0	46,430	0
Initial measurement of operating ground lease liabilities (Notes 3 and 18)	0	46,430	0
NON-CASH FINANCING TRANSACTIONS:
Accrual of dividends and distributions payable to common stockholders and common unitholders (Notes 13 and 25)	64,285	61,850	59,431
Exchange of common units of the Operating Partnership into shares of the Company’s common stock	$ 0	$ 0	$ 37,640

XML

Supplemental Cash Flow Information of the Company - Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents	$ 347,379	$ 414,077	$ 731,991	$ 60,044
Restricted cash	0	13,006	91,139	16,300
Cash and cash equivalents and restricted cash	$ 347,379	$ 427,083	$ 823,130	$ 76,344

XML

Supplemental Cash Flow Information of the Operating Partnership - Supplemental Cash Flow (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
SUPPLEMENTAL CASH FLOWS INFORMATION:
Capitalized interest	$ 72,973	$ 75,802	$ 75,852
Cash paid for interest, net of capitalized interest of $72,973, $75,802, and $75,852 as of December 31, 2022, 2021 and 2020, respectively	79,634	77,028	61,741
Cash paid for amounts included in the measurement of ground lease liabilities	6,447	6,209	5,744
NON-CASH INVESTING TRANSACTIONS:
Accrual for expenditures for operating properties and development and redevelopment properties	97,729	119,829	189,161
Tenant improvements funded directly by tenants	6,772	20,070	11,592
Assumption of accrued liabilities in connection with acquisitions (Note 3)	0	37,572	0
Initial measurement of operating right of use ground lease assets (Notes 3 and 18)	0	46,430	0
Initial measurement of operating ground lease liabilities (Notes 3 and 18)	0	46,430	0
NON-CASH FINANCING TRANSACTIONS:
Accrual of distributions payable to common unitholders (Notes 14 and 25)	64,285	61,850	59,431
Kilroy Realty L.P.
SUPPLEMENTAL CASH FLOWS INFORMATION:
Capitalized interest	72,973	75,802	75,852
Cash paid for interest, net of capitalized interest of $72,973, $75,802, and $75,852 as of December 31, 2022, 2021 and 2020, respectively	79,634	77,028	61,741
Cash paid for amounts included in the measurement of ground lease liabilities	6,447	6,209	5,744
NON-CASH INVESTING TRANSACTIONS:
Accrual for expenditures for operating properties and development and redevelopment properties	97,729	119,829	189,161
Tenant improvements funded directly by tenants	6,772	20,070	11,592
Assumption of accrued liabilities in connection with acquisitions (Note 3)	0	37,572	0
Initial measurement of operating right of use ground lease assets (Notes 3 and 18)	0	46,430	0
Initial measurement of operating ground lease liabilities (Notes 3 and 18)	0	46,430	0
NON-CASH FINANCING TRANSACTIONS:
Accrual of distributions payable to common unitholders (Notes 14 and 25)	$ 64,285	$ 61,850	$ 59,431

XML

Supplemental Cash Flow Information of the Operating Partnership - Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents	$ 347,379	$ 414,077	$ 731,991	$ 60,044
Restricted cash	0	13,006	91,139	16,300
Cash and cash equivalents and restricted cash	347,379	427,083	823,130	76,344
Kilroy Realty L.P.
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents	347,379	414,077	731,991	60,044
Restricted cash	0	13,006	91,139	16,300
Cash and cash equivalents and restricted cash	$ 347,379	$ 427,083	$ 823,130	$ 76,344

XML

Tax Treatment of Distributions - Dividends (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Dividends declared per share of common stock (dollars per share)	$ 2.12	$ 2.04	$ 1.97
Common Stock
Class of Stock [Line Items]
Dividends declared per share of common stock (dollars per share)	2.120	2.040	1.970
Less: Dividends declared in the current year and paid in the following year (dollars per share)	(0.540)	(0.520)	(0.500)
Add: Dividends declared in the prior year and paid in the current year (dollars per share)	0.520	0.500	0.485
Dividends paid per share of common stock (dollars per share)	$ 2.100	$ 2.020	$ 1.955

XML

Tax Treatment of Distributions - Dividends Tax Treatment (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Treatment of Dividends Paid [Line Items]
Capital gains, federal statutory tax rate	20.00%
Common Stock
Income Tax Treatment of Dividends Paid [Line Items]
Dividends paid per share of common stock (dollars per share)	$ 2.100	$ 2.020	$ 1.955
Ordinary income | Common Stock
Income Tax Treatment of Dividends Paid [Line Items]
Dividends paid per share of common stock (dollars per share)	$ 1.865	$ 1.338	$ 1.474
Dividends paid per share of common stock, percentage	88.80%	66.22%	75.40%
Qualified dividend | Common Stock
Income Tax Treatment of Dividends Paid [Line Items]
Dividends paid per share of common stock (dollars per share)	$ 0.001	$ 0.003	$ 0.002
Dividends paid per share of common stock, percentage	0.02%	0.15%	0.12%
Return of capital | Common Stock
Income Tax Treatment of Dividends Paid [Line Items]
Dividends paid per share of common stock (dollars per share)	$ 0.230	$ 0.551	$ 0.162
Dividends paid per share of common stock, percentage	10.99%	27.30%	8.30%
Capital gains | Common Stock
Income Tax Treatment of Dividends Paid [Line Items]
Dividends paid per share of common stock (dollars per share)	$ 0.004	$ 0.075	$ 0.275
Dividends paid per share of common stock, percentage	0.19%	3.72%	14.05%
Unrecaptured section 1250 gains | Common Stock
Income Tax Treatment of Dividends Paid [Line Items]
Dividends paid per share of common stock (dollars per share)	$ 0	$ 0.053	$ 0.042
Dividends paid per share of common stock, percentage	0.00%	2.61%	2.13%
Tax treatment | Common Stock
Income Tax Treatment of Dividends Paid [Line Items]
Dividends paid per share of common stock (dollars per share)	$ 2.100	$ 2.020	$ 1.955
Dividends paid per share of common stock, percentage	100.00%	100.00%	100.00%

XML

Subsequent Events (Details) - USD ($)	Feb. 06, 2023	Jan. 11, 2023	Jan. 27, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Number of shares available for grant (in shares)				1,100,000
Subsequent event
Subsequent Event [Line Items]
Payments of dividends		$ 64,300,000
Subsequent event | Kilroy Realty 2006 Incentive Award Plan | Market measure-based Restricted Stock Units (RSUs) | Key Employees
Subsequent Event [Line Items]
Recognition period	3 years
Subsequent event | Kilroy Realty 2006 Incentive Award Plan | Time-Based Restricted Stock Units (RSUs) | Key Employees
Subsequent Event [Line Items]
Number of shares available for grant (in shares)	218,951
Subsequent event | Kilroy Realty 2006 Incentive Award Plan | Performance-Based Restricted Stock Units (RSUs) | Key Employees
Subsequent Event [Line Items]
Number of shares available for grant (in shares)	300,007
Subsequent event | Term Loan
Subsequent Event [Line Items]
Line of credit facility, maximum borrowing capacity			$ 500,000,000
Line of credit facility, additional borrowing capacity			$ 650,000,000

XML

Schedule II - Valuation and Qualifying Accounts - Allowances (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Notes receivable, valuation allowance			$ 1,700
Uncollectible tenant receivables
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	$ 2,062	$ 1,799	1,171
Charged to Costs and Expenses	1,447	1,532	1,977
Deductions	(1,276)	(1,269)	(1,349)
Balance at End of Period	2,233	2,062	1,799
Allowance for deferred rent
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	612	804	1,552
Charged to Costs and Expenses	864	320	832
Deductions	(511)	(512)	(1,580)
Balance at End of Period	$ 965	$ 612	$ 804

XML

Schedule III - Real Estate and Accumulated Depreciation - Schedule of Real Estate and Accumulated Depreciation (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) ft²	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, encumbrances	$ 243,469
Initial cost, land and improvements	2,565,066
Initial cost, buildings and Improvements	2,959,869
Costs Capitalized Subsequent  to Acquisition/ Improvement	6,207,248
Land and improvements, gross	2,656,533
Buildings and improvements, gross	9,075,650
Land and improvements and buildings and improvements, gross	11,732,183
Accumulated Depreciation	$ 2,218,710	$ 2,003,656	$ 1,798,646	$ 1,561,361
Rentable square feet | ft²	16,194,146
3101 - 3243 S. La Cienega Blvd., Culver City, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 150,718
Initial cost, buildings and Improvements	31,033
Costs Capitalized Subsequent  to Acquisition/ Improvement	911
Land and improvements, gross	150,718
Buildings and improvements, gross	31,944
Land and improvements and buildings and improvements, gross	182,662
Accumulated Depreciation	$ 15,782
Depreciation life	35 years
Rentable square feet | ft²	154,165
2240 E. Imperial Highway, El Segundo, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 1,044
Initial cost, buildings and Improvements	11,763
Costs Capitalized Subsequent  to Acquisition/ Improvement	29,799
Land and improvements, gross	1,048
Buildings and improvements, gross	41,558
Land and improvements and buildings and improvements, gross	42,606
Accumulated Depreciation	$ 30,664
Depreciation life	35 years
Rentable square feet | ft²	122,870
2250 E. Imperial Highway, El Segundo, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 2,579
Initial cost, buildings and Improvements	29,062
Costs Capitalized Subsequent  to Acquisition/ Improvement	36,425
Land and improvements, gross	2,547
Buildings and improvements, gross	65,519
Land and improvements and buildings and improvements, gross	68,066
Accumulated Depreciation	$ 60,241
Depreciation life	35 years
Rentable square feet | ft²	298,728
2260 E. Imperial Highway, El Segundo, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 2,518
Initial cost, buildings and Improvements	28,370
Costs Capitalized Subsequent  to Acquisition/ Improvement	36,887
Land and improvements, gross	2,547
Buildings and improvements, gross	65,228
Land and improvements and buildings and improvements, gross	67,775
Accumulated Depreciation	$ 23,022
Depreciation life	35 years
Rentable square feet | ft²	298,728
909 N. Pacific Coast Highway, El Segundo, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 3,577
Initial cost, buildings and Improvements	34,042
Costs Capitalized Subsequent  to Acquisition/ Improvement	54,886
Land and improvements, gross	3,565
Buildings and improvements, gross	88,940
Land and improvements and buildings and improvements, gross	92,505
Accumulated Depreciation	$ 51,400
Depreciation life	35 years
Rentable square feet | ft²	244,880
999 N. Pacific Coast Highway, El Segundo, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 1,407
Initial cost, buildings and Improvements	34,326
Costs Capitalized Subsequent  to Acquisition/ Improvement	18,361
Land and improvements, gross	1,407
Buildings and improvements, gross	52,687
Land and improvements and buildings and improvements, gross	54,094
Accumulated Depreciation	$ 31,642
Depreciation life	35 years
Rentable square feet | ft²	138,389
1350 Ivar Ave., Los Angeles, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 1,575
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	14,253
Land and improvements, gross	1,575
Buildings and improvements, gross	14,253
Land and improvements and buildings and improvements, gross	15,828
Accumulated Depreciation	$ 877
Depreciation life	35 years
Rentable square feet | ft²	16,448
1355 Vine St., Los Angeles, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 17,588
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	120,967
Land and improvements, gross	17,588
Buildings and improvements, gross	120,967
Land and improvements and buildings and improvements, gross	138,555
Accumulated Depreciation	$ 7,602
Depreciation life	35 years
Rentable square feet | ft²	183,129
1375 Vine St., Los Angeles, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 15,578
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	103,084
Land and improvements, gross	15,578
Buildings and improvements, gross	103,084
Land and improvements and buildings and improvements, gross	118,662
Accumulated Depreciation	$ 6,488
Depreciation life	35 years
Rentable square feet | ft²	159,236
1395 Vine St., Los Angeles, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 278
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	3,283
Land and improvements, gross	278
Buildings and improvements, gross	3,283
Land and improvements and buildings and improvements, gross	3,561
Accumulated Depreciation	$ 201
Depreciation life	35 years
Rentable square feet | ft²	2,575
1500 N. El Centro Ave., Los Angeles, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 9,235
Initial cost, buildings and Improvements	21
Costs Capitalized Subsequent  to Acquisition/ Improvement	59,160
Land and improvements, gross	9,235
Buildings and improvements, gross	59,181
Land and improvements and buildings and improvements, gross	68,416
Accumulated Depreciation	$ 15,995
Depreciation life	35 years
Rentable square feet | ft²	113,447
1525 N. Gower St., Los Angeles, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 1,318
Initial cost, buildings and Improvements	3
Costs Capitalized Subsequent  to Acquisition/ Improvement	9,742
Land and improvements, gross	1,318
Buildings and improvements, gross	9,745
Land and improvements and buildings and improvements, gross	11,063
Accumulated Depreciation	$ 2,220
Depreciation life	35 years
Rentable square feet | ft²	9,610
1575 N. Gower St., Los Angeles, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 22,153
Initial cost, buildings and Improvements	51
Costs Capitalized Subsequent  to Acquisition/ Improvement	119,602
Land and improvements, gross	22,153
Buildings and improvements, gross	119,653
Land and improvements and buildings and improvements, gross	141,806
Accumulated Depreciation	$ 22,890
Depreciation life	35 years
Rentable square feet | ft²	264,430
6115 W. Sunset Blvd., Los Angeles, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 1,313
Initial cost, buildings and Improvements	3
Costs Capitalized Subsequent  to Acquisition/ Improvement	17,392
Land and improvements, gross	2,455
Buildings and improvements, gross	16,253
Land and improvements and buildings and improvements, gross	18,708
Accumulated Depreciation	$ 4,133
Depreciation life	35 years
Rentable square feet | ft²	26,238
6121 W. Sunset Blvd., Los Angeles, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 11,120
Initial cost, buildings and Improvements	4,256
Costs Capitalized Subsequent  to Acquisition/ Improvement	44,031
Land and improvements, gross	8,703
Buildings and improvements, gross	50,704
Land and improvements and buildings and improvements, gross	59,407
Accumulated Depreciation	$ 11,849
Depreciation life	35 years
Rentable square feet | ft²	93,418
6255 W. Sunset Blvd., Los Angeles, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 18,111
Initial cost, buildings and Improvements	60,320
Costs Capitalized Subsequent  to Acquisition/ Improvement	52,399
Land and improvements, gross	18,111
Buildings and improvements, gross	112,719
Land and improvements and buildings and improvements, gross	130,830
Accumulated Depreciation	$ 53,140
Depreciation life	35 years
Rentable square feet | ft²	331,888
3750 Kilroy Airport Way, Long Beach, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 0
Initial cost, buildings and Improvements	1,941
Costs Capitalized Subsequent  to Acquisition/ Improvement	13,732
Land and improvements, gross	0
Buildings and improvements, gross	15,673
Land and improvements and buildings and improvements, gross	15,673
Accumulated Depreciation	$ 12,103
Depreciation life	35 years
Rentable square feet | ft²	10,718
3760 Kilroy Airport Way, Long Beach, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 0
Initial cost, buildings and Improvements	17,467
Costs Capitalized Subsequent  to Acquisition/ Improvement	21,186
Land and improvements, gross	0
Buildings and improvements, gross	38,653
Land and improvements and buildings and improvements, gross	38,653
Accumulated Depreciation	$ 30,843
Depreciation life	35 years
Rentable square feet | ft²	166,761
3780 Kilroy Airport Way, Long Beach, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 0
Initial cost, buildings and Improvements	22,319
Costs Capitalized Subsequent  to Acquisition/ Improvement	37,277
Land and improvements, gross	0
Buildings and improvements, gross	59,596
Land and improvements and buildings and improvements, gross	59,596
Accumulated Depreciation	$ 45,988
Depreciation life	35 years
Rentable square feet | ft²	221,452
3800 Kilroy Airport Way, Long Beach, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 0
Initial cost, buildings and Improvements	19,408
Costs Capitalized Subsequent  to Acquisition/ Improvement	24,334
Land and improvements, gross	0
Buildings and improvements, gross	43,742
Land and improvements and buildings and improvements, gross	43,742
Accumulated Depreciation	$ 29,745
Depreciation life	35 years
Rentable square feet | ft²	192,476
3840 Kilroy Airport Way, Long Beach, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 0
Initial cost, buildings and Improvements	13,586
Costs Capitalized Subsequent  to Acquisition/ Improvement	16,768
Land and improvements, gross	0
Buildings and improvements, gross	30,354
Land and improvements and buildings and improvements, gross	30,354
Accumulated Depreciation	$ 18,101
Depreciation life	35 years
Rentable square feet | ft²	138,441
3880 Kilroy Airport Way, Long Beach, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 0
Initial cost, buildings and Improvements	9,704
Costs Capitalized Subsequent  to Acquisition/ Improvement	12,115
Land and improvements, gross	0
Buildings and improvements, gross	21,819
Land and improvements and buildings and improvements, gross	21,819
Accumulated Depreciation	$ 6,615
Depreciation life	35 years
Rentable square feet | ft²	96,923
3900 Kilroy Airport Way, Long Beach, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 0
Initial cost, buildings and Improvements	12,615
Costs Capitalized Subsequent  to Acquisition/ Improvement	17,130
Land and improvements, gross	0
Buildings and improvements, gross	29,745
Land and improvements and buildings and improvements, gross	29,745
Accumulated Depreciation	$ 21,034
Depreciation life	35 years
Rentable square feet | ft²	130,935
8560 W. Sunset Blvd., West Hollywood, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 9,720
Initial cost, buildings and Improvements	50,956
Costs Capitalized Subsequent  to Acquisition/ Improvement	5,881
Land and improvements, gross	9,720
Buildings and improvements, gross	56,837
Land and improvements and buildings and improvements, gross	66,557
Accumulated Depreciation	$ 12,496
Depreciation life	35 years
Rentable square feet | ft²	76,558
8570 W. Sunset Blvd., West Hollywood, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 31,693
Initial cost, buildings and Improvements	27,974
Costs Capitalized Subsequent  to Acquisition/ Improvement	7,110
Land and improvements, gross	31,693
Buildings and improvements, gross	35,084
Land and improvements and buildings and improvements, gross	66,777
Accumulated Depreciation	$ 7,154
Depreciation life	35 years
Rentable square feet | ft²	49,276
8580 W. Sunset Blvd., West Hollywood, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 10,013
Initial cost, buildings and Improvements	3,695
Costs Capitalized Subsequent  to Acquisition/ Improvement	1,856
Land and improvements, gross	10,013
Buildings and improvements, gross	5,551
Land and improvements and buildings and improvements, gross	15,564
Accumulated Depreciation	$ 952
Depreciation life	35 years
Rentable square feet | ft²	6,875
8590 W. Sunset Blvd., West Hollywood, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 39,954
Initial cost, buildings and Improvements	27,884
Costs Capitalized Subsequent  to Acquisition/ Improvement	5,608
Land and improvements, gross	39,954
Buildings and improvements, gross	33,492
Land and improvements and buildings and improvements, gross	73,446
Accumulated Depreciation	$ 7,213
Depreciation life	35 years
Rentable square feet | ft²	56,750
12100 W. Olympic Blvd., Los Angeles, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 352
Initial cost, buildings and Improvements	45,611
Costs Capitalized Subsequent  to Acquisition/ Improvement	25,334
Land and improvements, gross	9,633
Buildings and improvements, gross	61,664
Land and improvements and buildings and improvements, gross	71,297
Accumulated Depreciation	$ 34,464
Depreciation life	35 years
Rentable square feet | ft²	155,679
12200 W. Olympic Blvd., Los Angeles, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 4,329
Initial cost, buildings and Improvements	35,488
Costs Capitalized Subsequent  to Acquisition/ Improvement	26,399
Land and improvements, gross	3,977
Buildings and improvements, gross	62,239
Land and improvements and buildings and improvements, gross	66,216
Accumulated Depreciation	$ 47,437
Depreciation life	35 years
Rentable square feet | ft²	154,544
12233 W. Olympic Blvd., Los Angeles, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 22,100
Initial cost, buildings and Improvements	53,170
Costs Capitalized Subsequent  to Acquisition/ Improvement	6,398
Land and improvements, gross	22,100
Buildings and improvements, gross	59,568
Land and improvements and buildings and improvements, gross	81,668
Accumulated Depreciation	$ 20,181
Depreciation life	35 years
Rentable square feet | ft²	156,746
12312 W. Olympic Blvd., Los Angeles, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 3,325
Initial cost, buildings and Improvements	12,202
Costs Capitalized Subsequent  to Acquisition/ Improvement	12,671
Land and improvements, gross	3,399
Buildings and improvements, gross	24,799
Land and improvements and buildings and improvements, gross	28,198
Accumulated Depreciation	$ 18,006
Depreciation life	35 years
Rentable square feet | ft²	76,644
2100/2110 Colorado Ave., Santa Monica, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 5,474
Initial cost, buildings and Improvements	26,087
Costs Capitalized Subsequent  to Acquisition/ Improvement	15,937
Land and improvements, gross	5,476
Buildings and improvements, gross	42,022
Land and improvements and buildings and improvements, gross	47,498
Accumulated Depreciation	$ 30,599
Depreciation life	35 years
Rentable square feet | ft²	104,853
501 Santa Monica Blvd., Santa Monica, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 4,547
Initial cost, buildings and Improvements	12,044
Costs Capitalized Subsequent  to Acquisition/ Improvement	18,723
Land and improvements, gross	4,551
Buildings and improvements, gross	30,763
Land and improvements and buildings and improvements, gross	35,314
Accumulated Depreciation	$ 22,436
Depreciation life	35 years
Rentable square feet | ft²	78,509
12225 El Camino Real, Del Mar, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 1,700
Initial cost, buildings and Improvements	9,633
Costs Capitalized Subsequent  to Acquisition/ Improvement	4,409
Land and improvements, gross	1,673
Buildings and improvements, gross	14,069
Land and improvements and buildings and improvements, gross	15,742
Accumulated Depreciation	$ 10,451
Depreciation life	35 years
Rentable square feet | ft²	58,401
12235 El Camino Real, Del Mar, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 1,507
Initial cost, buildings and Improvements	8,543
Costs Capitalized Subsequent  to Acquisition/ Improvement	9,974
Land and improvements, gross	1,540
Buildings and improvements, gross	18,484
Land and improvements and buildings and improvements, gross	20,024
Accumulated Depreciation	$ 12,892
Depreciation life	35 years
Rentable square feet | ft²	53,751
12340 El Camino Real, Del Mar, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 4,201
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	35,553
Land and improvements, gross	4,201
Buildings and improvements, gross	35,553
Land and improvements and buildings and improvements, gross	39,754
Accumulated Depreciation	$ 3,375
Depreciation life	35 years
Rentable square feet | ft²	109,307
12390 El Camino Real, Del Mar, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 3,453
Initial cost, buildings and Improvements	11,981
Costs Capitalized Subsequent  to Acquisition/ Improvement	11,618
Land and improvements, gross	3,453
Buildings and improvements, gross	23,599
Land and improvements and buildings and improvements, gross	27,052
Accumulated Depreciation	$ 13,100
Depreciation life	35 years
Rentable square feet | ft²	73,238
12770 El Camino Real, Del Mar, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 9,360
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	35,006
Land and improvements, gross	9,360
Buildings and improvements, gross	35,006
Land and improvements and buildings and improvements, gross	44,366
Accumulated Depreciation	$ 6,990
Depreciation life	35 years
Rentable square feet | ft²	75,035
12780 El Camino Real, Del Mar, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 18,398
Initial cost, buildings and Improvements	54,954
Costs Capitalized Subsequent  to Acquisition/ Improvement	24,127
Land and improvements, gross	18,398
Buildings and improvements, gross	79,081
Land and improvements and buildings and improvements, gross	97,479
Accumulated Depreciation	$ 25,319
Depreciation life	35 years
Rentable square feet | ft²	140,591
12790 El Camino Real, Del Mar, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 10,252
Initial cost, buildings and Improvements	21,236
Costs Capitalized Subsequent  to Acquisition/ Improvement	17,133
Land and improvements, gross	10,252
Buildings and improvements, gross	38,369
Land and improvements and buildings and improvements, gross	48,621
Accumulated Depreciation	$ 10,204
Depreciation life	35 years
Rentable square feet | ft²	87,944
12830 El Camino Real, Del Mar, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 28,645
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	112,741
Land and improvements, gross	28,645
Buildings and improvements, gross	112,741
Land and improvements and buildings and improvements, gross	141,386
Accumulated Depreciation	$ 8,764
Depreciation life	35 years
Rentable square feet | ft²	196,444
12860 El Camino Real, Del Mar, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 11,326
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	51,662
Land and improvements, gross	11,326
Buildings and improvements, gross	51,662
Land and improvements and buildings and improvements, gross	62,988
Accumulated Depreciation	$ 4,229
Depreciation life	35 years
Rentable square feet | ft²	92,042
12348 High Bluff Dr., Del Mar, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 1,629
Initial cost, buildings and Improvements	3,096
Costs Capitalized Subsequent  to Acquisition/ Improvement	8,496
Land and improvements, gross	1,629
Buildings and improvements, gross	11,592
Land and improvements and buildings and improvements, gross	13,221
Accumulated Depreciation	$ 8,071
Depreciation life	35 years
Rentable square feet | ft²	39,193
12400 High Bluff Dr., Del Mar, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 15,167
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	46,755
Land and improvements, gross	15,167
Buildings and improvements, gross	46,755
Land and improvements and buildings and improvements, gross	61,922
Accumulated Depreciation	$ 9,856
Depreciation life	35 years
Rentable square feet | ft²	216,518
3579 Valley Centre Dr., Del Mar, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 2,167
Initial cost, buildings and Improvements	6,897
Costs Capitalized Subsequent  to Acquisition/ Improvement	11,319
Land and improvements, gross	2,858
Buildings and improvements, gross	17,525
Land and improvements and buildings and improvements, gross	20,383
Accumulated Depreciation	$ 11,461
Depreciation life	35 years
Rentable square feet | ft²	54,960
3611 Valley Centre Dr., Del Mar, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 4,184
Initial cost, buildings and Improvements	19,352
Costs Capitalized Subsequent  to Acquisition/ Improvement	29,293
Land and improvements, gross	5,259
Buildings and improvements, gross	47,570
Land and improvements and buildings and improvements, gross	52,829
Accumulated Depreciation	$ 31,308
Depreciation life	35 years
Rentable square feet | ft²	132,425
3661 Valley Centre Dr., Del Mar, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 4,038
Initial cost, buildings and Improvements	21,144
Costs Capitalized Subsequent  to Acquisition/ Improvement	20,567
Land and improvements, gross	4,725
Buildings and improvements, gross	41,024
Land and improvements and buildings and improvements, gross	45,749
Accumulated Depreciation	$ 27,697
Depreciation life	35 years
Rentable square feet | ft²	131,662
3721 Valley Centre Dr., Del Mar, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 4,297
Initial cost, buildings and Improvements	18,967
Costs Capitalized Subsequent  to Acquisition/ Improvement	16,203
Land and improvements, gross	4,254
Buildings and improvements, gross	35,213
Land and improvements and buildings and improvements, gross	39,467
Accumulated Depreciation	$ 22,563
Depreciation life	35 years
Rentable square feet | ft²	115,193
3811 Valley Centre Dr., Del Mar, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 3,452
Initial cost, buildings and Improvements	16,152
Costs Capitalized Subsequent  to Acquisition/ Improvement	21,883
Land and improvements, gross	4,457
Buildings and improvements, gross	37,030
Land and improvements and buildings and improvements, gross	41,487
Accumulated Depreciation	$ 25,813
Depreciation life	35 years
Rentable square feet | ft²	118,912
3745 Paseo Place, Del Mar, CA (Retail)
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 24,358
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	73,942
Land and improvements, gross	24,358
Buildings and improvements, gross	73,942
Land and improvements and buildings and improvements, gross	98,300
Accumulated Depreciation	$ 8,857
Depreciation life	35 years
Rentable square feet | ft²	95,871
13480 Evening Creek Dr. North, San Diego, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 7,997
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	57,000
Land and improvements, gross	7,997
Buildings and improvements, gross	57,000
Land and improvements and buildings and improvements, gross	64,997
Accumulated Depreciation	$ 25,377
Depreciation life	35 years
Rentable square feet | ft²	143,401
13500 Evening Creek Dr. North, San Diego, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 7,581
Initial cost, buildings and Improvements	35,903
Costs Capitalized Subsequent  to Acquisition/ Improvement	24,926
Land and improvements, gross	7,580
Buildings and improvements, gross	60,830
Land and improvements and buildings and improvements, gross	68,410
Accumulated Depreciation	$ 30,838
Depreciation life	35 years
Rentable square feet | ft²	143,749
13520 Evening Creek Dr. North, San Diego, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 7,581
Initial cost, buildings and Improvements	35,903
Costs Capitalized Subsequent  to Acquisition/ Improvement	24,767
Land and improvements, gross	7,580
Buildings and improvements, gross	60,671
Land and improvements and buildings and improvements, gross	68,251
Accumulated Depreciation	$ 33,028
Depreciation life	35 years
Rentable square feet | ft²	146,701
2100 Kettner Blvd., San Diego, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 19,861
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	97,396
Land and improvements, gross	19,861
Buildings and improvements, gross	97,396
Land and improvements and buildings and improvements, gross	117,257
Accumulated Depreciation	$ 918
Depreciation life	35 years
Rentable square feet | ft²	204,682
2305 Historic Decatur Rd., San Diego, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 5,240
Initial cost, buildings and Improvements	22,220
Costs Capitalized Subsequent  to Acquisition/ Improvement	9,757
Land and improvements, gross	5,240
Buildings and improvements, gross	31,977
Land and improvements and buildings and improvements, gross	37,217
Accumulated Depreciation	$ 15,472
Depreciation life	35 years
Rentable square feet | ft²	107,456
4690 Executive Dr., San Diego, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 0
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	6,264
Land and improvements, gross	0
Buildings and improvements, gross	6,264
Land and improvements and buildings and improvements, gross	6,264
Accumulated Depreciation	$ 77
Depreciation life	35 years
Rentable square feet | ft²	0
9455 Towne Centre Dr., San Diego, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 6,081
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	80,076
Land and improvements, gross	6,081
Buildings and improvements, gross	80,076
Land and improvements and buildings and improvements, gross	86,157
Accumulated Depreciation	$ 4,913
Depreciation life	35 years
Rentable square feet | ft²	160,444
4100 Bohannon Dr., Menlo Park, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 4,835
Initial cost, buildings and Improvements	15,526
Costs Capitalized Subsequent  to Acquisition/ Improvement	1,583
Land and improvements, gross	4,860
Buildings and improvements, gross	17,084
Land and improvements and buildings and improvements, gross	21,944
Accumulated Depreciation	$ 6,104
Depreciation life	35 years
Rentable square feet | ft²	47,379
4200 Bohannon Dr., Menlo Park, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 4,798
Initial cost, buildings and Improvements	15,406
Costs Capitalized Subsequent  to Acquisition/ Improvement	6,967
Land and improvements, gross	4,662
Buildings and improvements, gross	22,509
Land and improvements and buildings and improvements, gross	27,171
Accumulated Depreciation	$ 8,428
Depreciation life	35 years
Rentable square feet | ft²	45,451
4300 Bohannon Dr., Menlo Park, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 6,527
Initial cost, buildings and Improvements	20,958
Costs Capitalized Subsequent  to Acquisition/ Improvement	8,611
Land and improvements, gross	6,470
Buildings and improvements, gross	29,626
Land and improvements and buildings and improvements, gross	36,096
Accumulated Depreciation	$ 10,389
Depreciation life	35 years
Rentable square feet | ft²	63,079
4400 Bohannon Dr., Menlo Park, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 0
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	3,002
Land and improvements, gross	0
Buildings and improvements, gross	3,002
Land and improvements and buildings and improvements, gross	3,002
Accumulated Depreciation	$ 2,057
Depreciation life	35 years
Rentable square feet | ft²	0
4500 Bohannon Dr., Menlo Park, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 6,527
Initial cost, buildings and Improvements	20,957
Costs Capitalized Subsequent  to Acquisition/ Improvement	4,479
Land and improvements, gross	6,470
Buildings and improvements, gross	25,493
Land and improvements and buildings and improvements, gross	31,963
Accumulated Depreciation	$ 9,519
Depreciation life	35 years
Rentable square feet | ft²	63,078
4600 Bohannon Dr., Menlo Park, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 4,798
Initial cost, buildings and Improvements	15,406
Costs Capitalized Subsequent  to Acquisition/ Improvement	4,531
Land and improvements, gross	4,939
Buildings and improvements, gross	19,796
Land and improvements and buildings and improvements, gross	24,735
Accumulated Depreciation	$ 7,975
Depreciation life	35 years
Rentable square feet | ft²	48,147
4700 Bohannon Dr., Menlo Park, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 6,527
Initial cost, buildings and Improvements	20,958
Costs Capitalized Subsequent  to Acquisition/ Improvement	1,572
Land and improvements, gross	6,470
Buildings and improvements, gross	22,587
Land and improvements and buildings and improvements, gross	29,057
Accumulated Depreciation	$ 8,432
Depreciation life	35 years
Rentable square feet | ft²	63,078
1290 - 1300 Terra Bella Ave., Mountain View, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 28,730
Initial cost, buildings and Improvements	27,555
Costs Capitalized Subsequent  to Acquisition/ Improvement	12,305
Land and improvements, gross	28,730
Buildings and improvements, gross	39,860
Land and improvements and buildings and improvements, gross	68,590
Accumulated Depreciation	$ 7,462
Depreciation life	35 years
Rentable square feet | ft²	114,175
680 E. Middlefield Rd., Mountain View, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 34,755
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	56,759
Land and improvements, gross	34,755
Buildings and improvements, gross	56,759
Land and improvements and buildings and improvements, gross	91,514
Accumulated Depreciation	$ 15,612
Depreciation life	35 years
Rentable square feet | ft²	171,676
690 E. Middlefield Rd., Mountain View, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 34,605
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	56,515
Land and improvements, gross	34,605
Buildings and improvements, gross	56,515
Land and improvements and buildings and improvements, gross	91,120
Accumulated Depreciation	$ 15,546
Depreciation life	35 years
Rentable square feet | ft²	171,215
1701 Page Mill Rd., Palo Alto, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 0
Initial cost, buildings and Improvements	99,522
Costs Capitalized Subsequent  to Acquisition/ Improvement	108
Land and improvements, gross	0
Buildings and improvements, gross	99,630
Land and improvements and buildings and improvements, gross	99,630
Accumulated Depreciation	$ 18,011
Depreciation life	35 years
Rentable square feet | ft²	128,688
3150 Porter Dr., Palo Alto, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 0
Initial cost, buildings and Improvements	21,715
Costs Capitalized Subsequent  to Acquisition/ Improvement	6,327
Land and improvements, gross	0
Buildings and improvements, gross	28,042
Land and improvements and buildings and improvements, gross	28,042
Accumulated Depreciation	$ 4,961
Depreciation life	35 years
Rentable square feet | ft²	36,886
900 Jefferson Ave., Redwood City, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 16,668
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	109,626
Land and improvements, gross	18,063
Buildings and improvements, gross	108,231
Land and improvements and buildings and improvements, gross	126,294
Accumulated Depreciation	$ 27,378
Depreciation life	35 years
Rentable square feet | ft²	228,505
900 Middlefield Rd., Redwood City, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 7,959
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	50,293
Land and improvements, gross	8,626
Buildings and improvements, gross	49,626
Land and improvements and buildings and improvements, gross	58,252
Accumulated Depreciation	$ 12,241
Depreciation life	35 years
Rentable square feet | ft²	118,764
100 Hooper St., San Francisco, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 78,564
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	196,708
Land and improvements, gross	85,510
Buildings and improvements, gross	189,762
Land and improvements and buildings and improvements, gross	275,272
Accumulated Depreciation	$ 23,632
Depreciation life	35 years
Rentable square feet | ft²	417,914
100 First St., San Francisco, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 49,150
Initial cost, buildings and Improvements	131,238
Costs Capitalized Subsequent  to Acquisition/ Improvement	78,071
Land and improvements, gross	49,150
Buildings and improvements, gross	209,309
Land and improvements and buildings and improvements, gross	258,459
Accumulated Depreciation	$ 95,413
Depreciation life	35 years
Rentable square feet | ft²	480,457
303 Second St., San Francisco, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 63,550
Initial cost, buildings and Improvements	154,153
Costs Capitalized Subsequent  to Acquisition/ Improvement	109,843
Land and improvements, gross	63,550
Buildings and improvements, gross	263,996
Land and improvements and buildings and improvements, gross	327,546
Accumulated Depreciation	$ 122,578
Depreciation life	35 years
Rentable square feet | ft²	784,658
201 Third St., San Francisco, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 19,260
Initial cost, buildings and Improvements	84,018
Costs Capitalized Subsequent  to Acquisition/ Improvement	77,793
Land and improvements, gross	19,260
Buildings and improvements, gross	161,811
Land and improvements and buildings and improvements, gross	181,071
Accumulated Depreciation	$ 84,332
Depreciation life	35 years
Rentable square feet | ft²	346,538
360 Third St., San Francisco, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 0
Initial cost, buildings and Improvements	88,235
Costs Capitalized Subsequent  to Acquisition/ Improvement	126,260
Land and improvements, gross	28,504
Buildings and improvements, gross	185,991
Land and improvements and buildings and improvements, gross	214,495
Accumulated Depreciation	$ 67,999
Depreciation life	35 years
Rentable square feet | ft²	429,796
250 Brannan St., San Francisco, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 7,630
Initial cost, buildings and Improvements	22,770
Costs Capitalized Subsequent  to Acquisition/ Improvement	10,752
Land and improvements, gross	7,630
Buildings and improvements, gross	33,522
Land and improvements and buildings and improvements, gross	41,152
Accumulated Depreciation	$ 14,079
Depreciation life	35 years
Rentable square feet | ft²	100,850
301 Brannan St., San Francisco, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 5,910
Initial cost, buildings and Improvements	22,450
Costs Capitalized Subsequent  to Acquisition/ Improvement	16,647
Land and improvements, gross	5,910
Buildings and improvements, gross	39,097
Land and improvements and buildings and improvements, gross	45,007
Accumulated Depreciation	$ 14,016
Depreciation life	35 years
Rentable square feet | ft²	82,834
333 Brannan St., San Francisco, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 18,645
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	80,640
Land and improvements, gross	18,645
Buildings and improvements, gross	80,640
Land and improvements and buildings and improvements, gross	99,285
Accumulated Depreciation	$ 16,195
Depreciation life	35 years
Rentable square feet | ft²	185,602
345 Brannan St., San Francisco, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 29,405
Initial cost, buildings and Improvements	113,179
Costs Capitalized Subsequent  to Acquisition/ Improvement	1,135
Land and improvements, gross	29,403
Buildings and improvements, gross	114,316
Land and improvements and buildings and improvements, gross	143,719
Accumulated Depreciation	$ 13,548
Depreciation life	35 years
Rentable square feet | ft²	110,050
350 Mission St., San Francisco, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 52,815
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	212,731
Land and improvements, gross	52,815
Buildings and improvements, gross	212,731
Land and improvements and buildings and improvements, gross	265,546
Accumulated Depreciation	$ 44,523
Depreciation life	35 years
Rentable square feet | ft²	455,340
345 Oyster Point Blvd., South San Francisco, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 13,745
Initial cost, buildings and Improvements	18,575
Costs Capitalized Subsequent  to Acquisition/ Improvement	0
Land and improvements, gross	13,745
Buildings and improvements, gross	18,575
Land and improvements and buildings and improvements, gross	32,320
Accumulated Depreciation	$ 2,835
Depreciation life	35 years
Rentable square feet | ft²	40,410
347 Oyster Point Blvd., South San Francisco, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 14,071
Initial cost, buildings and Improvements	18,289
Costs Capitalized Subsequent  to Acquisition/ Improvement	44
Land and improvements, gross	14,071
Buildings and improvements, gross	18,333
Land and improvements and buildings and improvements, gross	32,404
Accumulated Depreciation	$ 2,803
Depreciation life	35 years
Rentable square feet | ft²	39,780
349 Oyster Point Blvd., South San Francisco, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 23,112
Initial cost, buildings and Improvements	22,601
Costs Capitalized Subsequent  to Acquisition/ Improvement	324
Land and improvements, gross	23,112
Buildings and improvements, gross	22,925
Land and improvements and buildings and improvements, gross	46,037
Accumulated Depreciation	$ 4,741
Depreciation life	35 years
Rentable square feet | ft²	65,340
350 Oyster Point Blvd., South San Francisco, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 23,719
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	178,544
Land and improvements, gross	23,719
Buildings and improvements, gross	178,544
Land and improvements and buildings and improvements, gross	202,263
Accumulated Depreciation	$ 6,529
Depreciation life	35 years
Rentable square feet | ft²	234,892
352 Oyster Point Blvd., South San Francisco, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 23,449
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	166,919
Land and improvements, gross	23,449
Buildings and improvements, gross	166,919
Land and improvements and buildings and improvements, gross	190,368
Accumulated Depreciation	$ 5,965
Depreciation life	35 years
Rentable square feet | ft²	232,215
354 Oyster Point Blvd., South San Francisco, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 19,538
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	142,080
Land and improvements, gross	19,538
Buildings and improvements, gross	142,080
Land and improvements and buildings and improvements, gross	161,618
Accumulated Depreciation	$ 5,995
Depreciation life	35 years
Rentable square feet | ft²	193,472
505 Mathilda Ave., Sunnyvale, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 37,843
Initial cost, buildings and Improvements	1,163
Costs Capitalized Subsequent  to Acquisition/ Improvement	50,450
Land and improvements, gross	37,943
Buildings and improvements, gross	51,513
Land and improvements and buildings and improvements, gross	89,456
Accumulated Depreciation	$ 12,147
Depreciation life	35 years
Rentable square feet | ft²	212,322
555 Mathilda Ave., Sunnyvale, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 37,843
Initial cost, buildings and Improvements	1,163
Costs Capitalized Subsequent  to Acquisition/ Improvement	50,447
Land and improvements, gross	37,943
Buildings and improvements, gross	51,510
Land and improvements and buildings and improvements, gross	89,453
Accumulated Depreciation	$ 12,146
Depreciation life	35 years
Rentable square feet | ft²	212,322
599 Mathilda Ave., Sunnyvale, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 13,538
Initial cost, buildings and Improvements	12,559
Costs Capitalized Subsequent  to Acquisition/ Improvement	71
Land and improvements, gross	13,538
Buildings and improvements, gross	12,630
Land and improvements and buildings and improvements, gross	26,168
Accumulated Depreciation	$ 5,386
Depreciation life	35 years
Rentable square feet | ft²	76,031
605 Mathilda Ave., Sunnyvale, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 29,014
Initial cost, buildings and Improvements	891
Costs Capitalized Subsequent  to Acquisition/ Improvement	77,281
Land and improvements, gross	29,090
Buildings and improvements, gross	78,096
Land and improvements and buildings and improvements, gross	107,186
Accumulated Depreciation	$ 27,048
Depreciation life	35 years
Rentable square feet | ft²	162,785
601 108th Ave., Bellevue, WA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 0
Initial cost, buildings and Improvements	214,095
Costs Capitalized Subsequent  to Acquisition/ Improvement	88,313
Land and improvements, gross	42,680
Buildings and improvements, gross	259,728
Land and improvements and buildings and improvements, gross	302,408
Accumulated Depreciation	$ 108,785
Depreciation life	35 years
Rentable square feet | ft²	490,738
10900 NE 4th St., Bellevue, WA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 25,080
Initial cost, buildings and Improvements	150,877
Costs Capitalized Subsequent  to Acquisition/ Improvement	51,424
Land and improvements, gross	25,080
Buildings and improvements, gross	202,301
Land and improvements and buildings and improvements, gross	227,381
Accumulated Depreciation	$ 80,659
Depreciation life	35 years
Rentable square feet | ft²	428,557
2001 W. 8th Ave., Seattle, WA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 84,076
Initial cost, buildings and Improvements	371,154
Costs Capitalized Subsequent  to Acquisition/ Improvement	309
Land and improvements, gross	84,076
Buildings and improvements, gross	371,463
Land and improvements and buildings and improvements, gross	455,539
Accumulated Depreciation	$ 17,757
Depreciation life	35 years
Rentable square feet | ft²	539,226
701 N. 34th St., Seattle, WA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 0
Initial cost, buildings and Improvements	48,027
Costs Capitalized Subsequent  to Acquisition/ Improvement	9,063
Land and improvements, gross	0
Buildings and improvements, gross	57,090
Land and improvements and buildings and improvements, gross	57,090
Accumulated Depreciation	$ 22,769
Depreciation life	35 years
Rentable square feet | ft²	141,860
801 N. 34th St., Seattle, WA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 0
Initial cost, buildings and Improvements	58,537
Costs Capitalized Subsequent  to Acquisition/ Improvement	22,448
Land and improvements, gross	0
Buildings and improvements, gross	80,985
Land and improvements and buildings and improvements, gross	80,985
Accumulated Depreciation	$ 26,673
Depreciation life	35 years
Rentable square feet | ft²	173,615
837 N. 34th St., Seattle, WA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 0
Initial cost, buildings and Improvements	37,404
Costs Capitalized Subsequent  to Acquisition/ Improvement	6,563
Land and improvements, gross	0
Buildings and improvements, gross	43,967
Land and improvements and buildings and improvements, gross	43,967
Accumulated Depreciation	$ 16,307
Depreciation life	35 years
Rentable square feet | ft²	112,487
320 Westlake Ave. North, Seattle, WA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 14,710
Initial cost, buildings and Improvements	82,018
Costs Capitalized Subsequent  to Acquisition/ Improvement	14,823
Land and improvements, gross	14,710
Buildings and improvements, gross	96,841
Land and improvements and buildings and improvements, gross	111,551
Accumulated Depreciation	$ 30,346
Depreciation life	35 years
Rentable square feet | ft²	184,644
321 Terry Ave. North, Seattle, WA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 10,430
Initial cost, buildings and Improvements	60,003
Costs Capitalized Subsequent  to Acquisition/ Improvement	10,717
Land and improvements, gross	10,430
Buildings and improvements, gross	70,720
Land and improvements and buildings and improvements, gross	81,150
Accumulated Depreciation	$ 23,174
Depreciation life	35 years
Rentable square feet | ft²	135,755
401 Terry Ave. North, Seattle, WA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 22,500
Initial cost, buildings and Improvements	77,046
Costs Capitalized Subsequent  to Acquisition/ Improvement	31
Land and improvements, gross	22,500
Buildings and improvements, gross	77,077
Land and improvements and buildings and improvements, gross	99,577
Accumulated Depreciation	$ 22,544
Depreciation life	35 years
Rentable square feet | ft²	174,530
333 Dexter Ave. North, Seattle, WA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 42,854
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	327,999
Land and improvements, gross	42,854
Buildings and improvements, gross	327,999
Land and improvements and buildings and improvements, gross	370,853
Accumulated Depreciation	$ 17,074
Depreciation life	35 years
Rentable square feet | ft²	618,766
200 W. 6th St., Austin, TX
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 0
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	611,622
Land and improvements, gross	0
Buildings and improvements, gross	611,622
Land and improvements and buildings and improvements, gross	611,622
Accumulated Depreciation	$ 4,622
Depreciation life	35 years
Rentable square feet | ft²	0
1550 N. El Centro Avenue, Los Angeles, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 16,970
Initial cost, buildings and Improvements	39
Costs Capitalized Subsequent  to Acquisition/ Improvement	136,782
Land and improvements, gross	16,970
Buildings and improvements, gross	136,821
Land and improvements and buildings and improvements, gross	153,791
Accumulated Depreciation	$ 25,942
Depreciation life	35 years
Rentable square feet | ft²	0
6390 De Longpre Ave., Hollywood, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 12,112
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	163,539
Land and improvements, gross	12,112
Buildings and improvements, gross	163,539
Land and improvements and buildings and improvements, gross	175,651
Accumulated Depreciation	$ 8,132
Depreciation life	35 years
Rentable square feet | ft²	0
3200 Paseo Village Way, Del Mar, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, land and improvements	$ 106,419
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	270,120
Land and improvements, gross	106,419
Buildings and improvements, gross	270,120
Land and improvements and buildings and improvements, gross	376,539
Accumulated Depreciation	$ 22,815
Depreciation life	35 years
Rentable square feet | ft²	0
Office Building | 12100, 12200 and 12312 W. Olympic Blvd., Los Angeles, CA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, encumbrances	$ 159,973
Office Building | 320 Westlake Ave. North, WA and 321 Terry Avenue North, Lake Union, WA
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, encumbrances	83,496
Operating Properties
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, encumbrances	243,469
Initial cost, land and improvements	1,646,775
Initial cost, buildings and Improvements	2,959,869
Costs Capitalized Subsequent  to Acquisition/ Improvement	5,433,679
Land and improvements, gross	1,738,242
Buildings and improvements, gross	8,302,081
Land and improvements and buildings and improvements, gross	10,040,323
Accumulated Depreciation	$ 2,218,710
Rentable square feet | ft²	16,194,146
Undeveloped land and construction in progress
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, encumbrances	$ 0
Initial cost, land and improvements	918,291
Initial cost, buildings and Improvements	0
Costs Capitalized Subsequent  to Acquisition/ Improvement	773,569
Land and improvements, gross	918,291
Buildings and improvements, gross	773,569
Land and improvements and buildings and improvements, gross	1,691,860
Accumulated Depreciation	$ 0
Rentable square feet | ft²	0

XML

Schedule III - Real Estate and Accumulated Depreciation - Narrative (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) ft² property	Dec. 31, 2021 USD ($)
Real Estate and Accumulated Depreciation [Line Items]
Initial cost, encumbrances	$ 243,469
Rentable square feet (unaudited) | ft²	16,194,146
Investment in real estate, federal Income tax basis	$ 9,600,000
In Process Research and Development
Real Estate and Accumulated Depreciation [Line Items]
Rentable square feet (unaudited) | ft²	734,000
Kilroy Realty L.P.
Real Estate and Accumulated Depreciation [Line Items]
Long-term debt, gross	$ 4,293,469
Kilroy Realty L.P. | Secured debt
Real Estate and Accumulated Depreciation [Line Items]
Unamortized debt issuance expense	(531)	$ (656)
3.57% Mortgage Payable due December 2026 | Kilroy Realty L.P.
Real Estate and Accumulated Depreciation [Line Items]
Long-term debt, gross	160,000
3.57% Mortgage Payable due December 2026 | Kilroy Realty L.P. | Secured debt
Real Estate and Accumulated Depreciation [Line Items]
Long-term debt, gross	159,973	163,435
4.48% Mortgage Payable due July 2027 | Kilroy Realty L.P. | Secured debt
Real Estate and Accumulated Depreciation [Line Items]
Long-term debt, gross	83,496	$ 85,588
Office Building
Real Estate and Accumulated Depreciation [Line Items]
Unamortized debt issuance expense	$ (500)
Office Building | Sunset Blvd., Gower St. and El Centro Ave. Properties in Los Angeles
Real Estate and Accumulated Depreciation [Line Items]
Number of buildings | property	5
Residential Tower | Sunset Blvd., Gower St. and El Centro Ave. Properties in Los Angeles
Real Estate and Accumulated Depreciation [Line Items]
Number of buildings | property	1
Building
Real Estate and Accumulated Depreciation [Line Items]
Depreciation life	35 years
Tenant Improvements | Minimum
Real Estate and Accumulated Depreciation [Line Items]
Property depreciable lives	1 year
Tenant Improvements | Maximum
Real Estate and Accumulated Depreciation [Line Items]
Property depreciable lives	20 years

XML

Schedule III - Real Estate and Accumulated Depreciation - Historical Cost Real Estate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward]
Total real estate held for investment, beginning of year	$ 11,292,693	$ 10,190,046	$ 9,628,773
Acquisitions	40,033	1,131,248	0
Improvements, etc.	439,759	547,468	645,170
Total additions during period	479,792	1,678,716	645,170
Cost of real estate sold	(32,855)	(572,985)	(44,070)
Other	(7,447)	(3,084)	(39,827)
Total deductions during period	(40,302)	(576,069)	(83,897)
Total real estate held for investment, end of year	$ 11,732,183	$ 11,292,693	$ 10,190,046

XML

Schedule III - Real Estate and Accumulated Depreciation - Accumulated Depreciation Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation [Roll Forward]
Accumulated depreciation, beginning of year	$ 2,003,656	$ 1,798,646	$ 1,561,361
Depreciation of real estate	287,799	256,304	244,815
Total additions during period	287,799	256,304	244,815
Write-offs due to sale	(19,114)	(38,156)	(6,401)
Other	(53,631)	(13,138)	(1,129)
Total deductions during period	(72,745)	(51,294)	(7,530)
Accumulated depreciation, end of year	$ 2,218,710	$ 2,003,656	$ 1,798,646