FOURTH AMENDED AND RESTATED REVOLVING LOAN AGREEMENT

Exhibit 10.15

FOURTH AMENDED AND RESTATED

REVOLVING LOAN AGREEMENT

Dated as of November 3, 2003

among

ALEXANDRIA REAL ESTATE EQUITIES, INC.

ALEXANDRIA REAL ESTATE EQUITIES, L.P.

ARE - QRS CORP.

ARE ACQUISITIONS, LLC

THE OTHER BORROWERS

NOW OR HEREAFTER A PARTY HERETO

THE BANKS HEREIN NAMED

THE OTHER BANKS WHICH MAY BECOME

PARTIES TO THIS AGREEMENT

FLEET NATIONAL BANK, as Administrative Agent,

FLEET SECURITIES, INC. and JP MORGAN SECURITIES, INC., as Co- Lead Arrangers,

JP MORGAN SECURITIES, INC. and SOCIETÉ GENERALE, as Co-Syndication Agents,

COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
and KEYBANK NATIONAL ASSOCIATION,

as Co-Documentation Agents

and

EUROHYPO AG, NEW YORK BRANCH,

as Senior Managing Agent

TABLE OF CONTENTS

Page

ARTICLE 1	DEFINITIONS AND ACCOUNTING TERMS	2
1.1	Defined Terms	2
1.2	Use of Defined Terms	26
1.3	Accounting Terms	26
1.4	Rounding	26
1.5	Exhibits and Schedules	26
1.6	References to "Borrowers and their Subsidiaries"	26
1.7	Miscellaneous Terms	26
ARTICLE 2	LOANS	26
2.1	Committed Loans-General	26
2.2	Alternate Base Rate Loans	28
2.3	LIBOR Rate Loans	28
2.4	[Intentionally Omitted]	28
2.5	Swing Loan Commitments	28
2.6	Letters of Credit	31
2.7	Voluntary Reduction of Commitments	33
2.8	[Intentionally Omitted]	34
2.9	Administrative Agent's Right to Assume Funds Available for Advances	34
2.10	Extension of Maturity Date	34
2.11	Unencumbered Asset Pool	35
2.12	Representative of Borrowers	35
2.13	[Intentionally Omitted]	35
ARTICLE 3	PAYMENTS AND FEES	35
3.1	Principal and Interest	35
3.2	Amendment Fee	38
3.3	[Intentionally Omitted]	38
3.4	Commitment Fee	38
3.5	Agency Fee	38
3.6	Extension Fees	38
3.7	Increased Commitment Costs	38
3.8	LIBOR Costs and Related Matters	39
3.9	Late Payments	42
3.10	Computation of Interest and Fees	42
3.11	Non-Banking Days	42
3.12	Manner and Treatment of Payments	42
3.13	Funding Sources	43
3.14	Failure to Charge Not Subsequent Waiver	43
3.15	Administrative Agent's Right to Assume Payments Will be Made by Borrowers	44
3.16	Fee Determination Detail	44
3.17	Survivability	44
ARTICLE 4	REPRESENTATIONS AND WARRANTIES	44
4.1	Existence and Qualification; Power; Compliance With Laws	44
4.2	Authority; Compliance With Other Agreements and Instruments and Government Regulations	45
4.3	No Governmental Approvals Required	45
4.4	Subsidiaries	45
4.5	Financial Statements	46
4.6	No Other Liabilities; No Material Adverse Changes	46
4.7	Title to Property	46
4.8	Intangible Assets	46
4.9	Public Utility Holding Company Act	46
4.10	Litigation	46
4.11	Binding Obligations	47
4.12	No Default	47
4.13	ERISA	47
4.14	Regulations T, U and X; Investment Company Act	47
4.15	Disclosure	47
4.16	Tax Liability	48
4.17	Hazardous Materials	48
4.18	Initial Pool Properties	48
4.19	Property	48
4.20	Brokers	49
4.21	Other Debt	49
4.22	Solvency	49
4.23	No Fraudulent Intent	49
4.24	Transaction in Best Interests of Borrowers; Consideration	49
4.25	No Bankruptcy Filing	50
4.26	Tax Shelter Representation	50
ARTICLE 5	AFFIRMATIVE COVENANTS (OTHER THAN INFORMATION AND REPORTING REQUIREMENTS)	50
5.1	Payment of Taxes and Other Potential Liens	50
5.2	Preservation of Existence	50
5.3	Maintenance of Real Properties	50
5.4	Maintenance of Insurance	51
5.5	Compliance With Laws	51
5.6	[Intentionally Omitted]	51
5.7	Keeping of Records and Books of Account	51
5.8	Compliance With Agreements	51
5.9	Use of Proceeds	51
5.10	Hazardous Materials Laws	51
5.11	Unencumbered Asset Pool	52
5.12	REIT Status	52
5.13	Additional Borrowers	52
5.14	Inspection of Properties and Books	52
5.15	More Restrictive Agreements	52
5.16	Distributions of Income to the Borrowers	53
5.17	Unencumbered Asset Pool	53
ARTICLE 6	NEGATIVE COVENANTS	54
6.1	Mergers	54
6.2	ERISA	54
6.3	Change in Nature of Business	54
6.4	Transactions with Affiliates	54
6.5	Leverage Ratio	55
6.6	Debt Service Coverage	55
6.7	Fixed Charge Coverage	55
6.8	Distributions	55
6.9	Stockholders' Equity	55
6.10	[Intentionally Omitted]	55
6.11	Secured Debt	55
6.12	Recourse Debt	55
6.13	[Intentionally Omitted]	55
6.14	Negative Pledges	55
6.15	[Intentionally Omitted]	56
6.16	Limiting Agreements	56
6.17	[Intentionally Omitted]	56
6.18	Restrictions on Transfer	56
6.19	Permitted Assets	57
6.20	Equity Forwards	57
ARTICLE 7	INFORMATION AND REPORTING REQUIREMENTS	57
7.1	Financial and Business Information	57
7.2	Compliance Certificates	61
ARTICLE 8	CONDITIONS	61
8.1	Initial Advances	61
8.2	Any Advance	63
ARTICLE 9	EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT	63
9.1	Events of Default	63
9.2	Remedies Upon Event of Default	66
ARTICLE 10	THE ADMINISTRATIVE AGENT	68
10.1	Appointment and Authorization	68
10.2	Administrative Agent and Affiliates	68
10.3	Proportionate Interest in any Collateral	68
10.4	Banks' Credit Decisions	69
10.5	Action by Administrative Agent	69
10.6	Liability of Administrative Agent	70
10.7	Indemnification	71
10.8	Successor Administrative Agent	71
10.9	No Obligations of Borrowers	72
10.10	Co-Agents	72
ARTICLE 11	MISCELLANEOUS	72
11.1	Cumulative Remedies; No Waiver	72
11.2	[Intentionally Omitted]	72
11.3	Costs, Expenses and Taxes	72
11.4	Nature of Banks' Obligations	73
11.5	Survival of Representations and Warranties	74
11.6	Notices	74
11.7	Execution of Loan Documents	74
11.8	Binding Effect; Assignment	74
11.9	Right of Setoff	76
11.10	Sharing of Setoffs	77
11.11	Indemnity by Borrowers	77
11.12	Nonliability of the Banks	78
11.13	No Third Parties Benefited	79
11.14	Confidentiality	80
11.15	Further Assurances	82
11.16	Integration	82
11.17	Governing Law	83
11.18	Severability of Provisions	83
11.19	Headings	83
11.20	Time of the Essence	83
11.21	Foreign Banks and Participants	83
11.22	Hazardous Material Indemnity	84
11.23	Joint and Several	84
11.24	Removal of a Bank	85
11.25	WAIVER OF RIGHT TO TRIAL BY JURY	85
11.26	Purported Oral Amendments	85
11.27	Replacement of Notes	85
ARTICLE 12	AMENDMENTS; CONSENTS	85
12.1	Amendments; Consents	85

Exhibits

A         -           Commitments Assignment and Acceptance

B          -           [Intentionally Omitted]

C         -           [Intentionally Omitted]

D         -           [Intentionally Omitted]

E          -           Compliance Certificate

F          -           Joinder Agreement

G         -           Line Note

H         -           Reserved

I-1       -           [Intentionally Omitted]

I-2       -           [Intentionally Omitted]

J           -           Pricing Certificate

K         -           Request for Loan

L          -           Joint Borrower Provisions

M         -           Swing Loan Note

N         -           Letter of Credit Request

Schedules

1.1                   Bank Commitments

1.2                   Test Debt Service Coverage Amount Calculation

4.4                   Subsidiaries

4.7                   Existing Liens, Negative Pledges and Rights of Others

4.10                 Material Litigation

4.17                 Hazardous Materials Matters

4.18                 Initial Pool Properties

4.19                 Real Property

4.21                 Indebtedness

FOURTH AMENDED AND RESTATED
REVOLVING LOAN AGREEMENT

Dated as of November 3, 2003

This FOURTH AMENDED AND RESTATED REVOLVING LOAN AGREEMENT ("Agreement") is entered into by and among Alexandria Real Estate Equities, Inc., a Maryland corporation ("Parent"), Alexandria Real Estate Equities, L.P., a Delaware limited partnership ("Operating Partnership"), ARE-QRS Corp., a Maryland corporation ("QRS"), ARE Acquisitions, LLC, a Delaware limited liability company ("ARE"), the other borrowers whose names are set forth on the signature pages of this Agreement, each other Wholly-Owned Subsidiary of Parent which may hereafter become a party to this Agreement as a borrower pursuant to Section 5.13 (collectively, with Parent, Operating Partnership, QRS and ARE, the "Borrowers", all on a joint and several basis); each bank whose name is set forth on the signature pages of this Agreement and each lender which may hereafter become a party to this Agreement pursuant to Section 11.8 (collectively, the "Banks" and individually, a "Bank"); Fleet National Bank, as Administrative Agent, Fleet Securities, Inc. and JP Morgan Securities, Inc., as Co-Lead Arrangers, JP Morgan Securities, Inc. and Societé Generale, as Co-Syndication Agents, Commerzbank AG, New York and Grand Cayman Branches, and KeyBank National Association, as Co-Documentation Agents, and Eurohypo AG, New York Branch, as Senior Managing Agent.

RECITALS

WHEREAS, Parent, QRS, ARE, Bank of America National Trust and Savings Association, individually and as managing agent, and certain other banks entered into that certain Revolving Loan Agreement dated as of June 2, 1997 (the "Original Credit Agreement"); and

WHEREAS, Bank of America National Trust and Savings Association assigned its position as managing agent to BankBoston, N.A. the predecessor in interest to the Administrative Agent; and

WHEREAS, the Borrowers, BankBoston, N.A. and certain other banks entered into that certain First Amended and Restated Revolving Loan Agreement dated as of August 4, 1998, which amended and restated the Original Credit Agreement in its entirety (the "First Amended Credit Agreement"); and

WHEREAS, the Borrowers, BankBoston, N.A. and the other banks a party to the First Amended Credit Agreement entered into that certain First Amendment to First Amended and Restated Revolving Loan Agreement dated as of October 21, 1998 (the "First Amendment"); and

WHEREAS, the Borrowers, BankBoston, N.A. and certain other banks entered into that certain Second Amended and Restated Revolving Loan Agreement dated as of February 11, 2000 (the "Second Amended Credit Agreement"), which amended and restated the First Amended Credit Agreement in its entirety; and

WHEREAS, the Borrowers, Fleet National Bank, successor in interest to BankBoston, N.A., and certain other banks entered into that certain Third Amended and Restated Revolving Loan Agreement dated July 11, 2002, as amended by First Amendment to Third Amended and Restated Revolving Loan Agreement dated June 27, 2003 (as amended, the "Third Amended Credit Agreement"), which amended and restated the Second Amended Credit Agreement in its entirety; and

WHEREAS, Borrowers have requested that the Banks amend certain provisions of the Third Amended Credit Agreement; and

WHEREAS, Administrative Agent, Borrowers and the Banks desire to amend and restate the Third Amended Credit Agreement in its entirety;

NOW, THEREFORE, in consideration of the recitals herein and the mutual covenants contained herein, the parties hereto hereby amend and restate the Third Amended Credit Agreement in its entirety as follows:

ARTICLE 1

DEFINITIONS AND ACCOUNTING TERMS

1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

"Adjusted EBITDA" means with respect to any fiscal period, an amount equal to the sum of (a) EBITDA of Parent and its Subsidiaries for such period consolidated in accordance with Generally Accepted Accounting Principles minus (b) the Capital Improvement Reserve for the Real Property of Parent and its Subsidiaries.

"Adjusted NOI" means, with respect to any Revenue- Producing Property and for any fiscal period, (a) NOI of that Revenue-Producing Property minus (b) the Capital Improvements Reserve for such Revenue- Producing Property.

"Adjusted Tangible Assets" means, as of any date of determination, without duplication, the sum of (a) Total Assets of Parent and its Subsidiaries as of that date, minus (b) Intangible Assets of Parent and its Subsidiaries as of that date minus (c) any "minority interest" held by third parties and included within Total Assets as of that date, determined on a consolidated basis in accordance with Generally Accepted Accounting Principles.

"Administrative Agent" means Fleet, when acting in its capacity as the Administrative Agent under any of the Loan Documents, or any successor Administrative Agent.

"Administrative Agent's Office" means the Administrative Agent's address at 100 Federal Street, Boston, Massachusetts 02110, or such other address as the Administrative Agent hereafter may designate by written notice to Borrowers and the Banks. With respect to notices to be sent to Fleet as Administrative Agent with respect to Requests for Loans, Letter of Credit Requests and any other requests, such notices shall be sent to the office of Administrative Agent located in Atlanta, Georgia as specified in this Agreement, or at such other office as Administrative Agent may designate by written notice to the Banks and the Borrowers.

"Advance" means any advance made or to be made by any Bank to Borrowers as provided in Article 2, and includes each Alternate Base Rate Advance and LIBOR Rate Advance.

"Affiliate" means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, "control" (and the correlative terms, "controlled by" and "under common control with") shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise); provided that, in any event, any Person that owns, directly or indirectly, 10% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation, or 10% or more of the partnership or other ownership interests of any other Person, will be deemed to be an Affiliate of such corporation, partnership or other Person.

"Agreement" means this Fourth Amended and Restated Revolving Loan Agreement, either as originally executed or as it may from time to time be supplemented, modified, amended, restated or extended.

"Agreement Regarding Fees" means the Agreement Regarding Fees dated of even date herewith among the Borrowers and Administrative Agent.

"Alternate Base Rate" means, as of any date of determination, the rate per annum equal to the higher of (a) the Reference Rate in effect on such date and (b) the Federal Funds Rate in effect on such date plus &frac12 of 1% (50 basis points) (rounded upwards, if necessary, to the next 1/100 of 1%).

"Alternate Base Rate Advance" means an Advance made hereunder and specified to be an Alternate Base Rate Advance in accordance with Article 2.

"Alternate Base Rate Loan" means a Loan made hereunder and specified to be an Alternate Base Rate Loan in accordance with Article 2.

"Applicable Margin" means, for each Pricing Period, the interest rate margin set forth below in the Alternate Base Rate Margin column with respect to Alternate Base Rate Loans or the LIBOR Rate Margin column with respect to LIBOR Rate Loans (expressed in basis points per annum) opposite the Credit Rating of Parent for that Pricing Period or for any Pricing Period during which Parent does not hold a Credit Rating of BBB-/Baa3 (or its equivalent) or better, the pricing level set forth below opposite the Leverage Ratio as of the last day of the Fiscal Quarter most recently ended prior to the commencement of that Pricing Period:

provided that (a) the Applicable Margin for the initial Pricing Period is twenty (20) basis points per annum with respect to Alternate Base Rate Loans or one hundred forty (140.00) basis points per annum with respect to LIBOR Rate Loans, (b) in the event that Borrowers do not deliver a Pricing Certificate with respect to any Pricing Period prior to the commencement of such Pricing Period, then until (but only until) such Pricing Certificate is delivered the Applicable Margin for that Pricing Period shall be twenty (20) basis points per annum with respect to Alternate Base Rate Loans and one hundred sixty basis points per annum (160.00) with respect to LIBOR Rate Loans and (c) if any Pricing Certificate is subsequently determined to be in error, then the resulting change in the Applicable Margin shall be made retroactively to the beginning of the relevant Pricing Period.

"Asset Value" means, as of any date of determination and with respect to any improved Real Property owned by a Person that is not a Development Investment, an amount equal to (a) the Adjusted NOI of such Person from such Real Property for the period covered by the previous four full consecutive Fiscal Quarters divided by (b) the Capitalization Rate. Prior to such time as a Borrower or any of its Subsidiaries has owned and operated any Real Property for four full Fiscal Quarters, the Adjusted NOI with respect to such Real Property for the number of full Fiscal Quarters which the Borrower or any of its Subsidiaries has owned and operated such parcel of Real Property shall be adjusted by the applicable Borrower to an annual Adjusted NOI in a manner reasonably acceptable to the Administrative Agent. With respect to improved Real Property owned by a Person that is not a Development Investment, which is being renovated by a Borrower or with respect to which a partial or total renovation was recently completed by a Borrower, the Asset Value of such Real Property shall be determined at the sole election of the Administrative Agent (a) based on the annualized Adjusted NOI with respect to such property, which shall be annualized based on bona fide arms length signed tenant leases which are in full force and effect requiring current rental payments, or (b) on a cost basis determined in accordance with Generally Accepted Accounting Principles.

"Bank" means each bank whose name is set forth in the signature pages of this Agreement and each lender which may hereafter become a party to this Agreement pursuant to Section 11.8.

"Banking Day" means any Monday, Tuesday, Wednesday, Thursday or Friday, other than a day on which banks are authorized or required to be closed in Massachusetts, New York or California.

"Borrowing Base" means, as of any date of determination, the lesser of (a) the maximum amount which, when added to the total outstanding balance of all unsecured Indebtedness of Parent and its Subsidiaries (including the Loans), would not exceed fifty-five percent (55%) of the aggregate Asset Value of the Unencumbered Asset Pool as of such date, and (b) the maximum amount which, when added to the total outstanding balance of all unsecured Indebtedness of Parent and its Subsidiaries (including the Loans), would not cause the "Test Debt Service Coverage Amount" (as hereinafter defined) for the Unencumbered Asset Pool to be less than two (2). "Test Debt Service Coverage Amount" means at any time determined under this Agreement, an amount obtained by dividing (a) the sum of the aggregate Adjusted NOI from the Unencumbered Asset Pool for the preceding four (4) full Fiscal Quarters, by (b) the annual amount of principal and interest that would be payable on the total outstanding balance of all unsecured Indebtedness of the Parent and its Subsidiaries (including the Loans and any requested Loans) when bearing interest at a rate per annum equal to the then-current annual yield on ten (10) year obligations issued by the United States Treasury most recently prior to the date of determination plus two percent (2.0%) and payable based on a twenty-five year mortgage style amortization schedule (expressed as a mortgage constant percentage). The Test Debt Service Coverage Amount shall be determined by the Borrowers and shall be satisfactory to the Administrative Agent, provided that in the event that, as of any date under this Agreement, the Test Debt Service Coverage Amount is required to be determined hereunder and such determination shall have not been made as provided above, then such amount shall be determined by the Administrative Agent. An example of the calculation of the Test Debt Service Coverage Amount is set forth in Schedule 1.2 attached hereto. In the event that a Borrower shall have owned a property within the Unencumbered Asset Pool for less than four (4) full consecutive Fiscal Quarters, then for the purposes of performing such calculation, the Adjusted NOI with respect to such property shall be annualized by the applicable Borrower in a manner reasonably acceptable to the Administrative Agent.

"Borrowers" means, collectively, (a) Parent, (b) Operating Partnership, (c) QRS, (d) ARE, (e) the other borrowers whose names are set forth on the signature pages of this Agreement and (f) any other Wholly-Owned Subsidiary of Parent that hereafter executes a Joinder Agreement pursuant to Section 5.13. Borrowers are jointly and severally obligated with respect to the Obligations.

"Capital Improvement Reserve" means with respect to any Real Property now or hereafter owned by the Borrowers or their Subsidiaries, an annual capital replacement reserve in the amount of thirty cents ($.30) multiplied by the Net Rentable Area contained therein.

"Capital Lease Obligations" means all monetary obligations of a Person under any leasing or similar arrangement which, in accordance with Generally Accepted Accounting Principles, is classified as a capital lease.

"Capitalization Rate" means nine and three quarters percent (9.75%). Any change to the Capitalization Rate shall be subject to the prior written approval of the Requisite Banks.

"Cash" means, when used in connection with any Person, all monetary and non-monetary items owned by that Person that are treated as cash in accordance with Generally Accepted Accounting Principles, consistently applied.

"Cash Interest Expense" means Interest Expense that is paid or currently payable in Cash.

"Certificate" means a certificate signed by a Senior Officer or Responsible Official (as applicable) of the Person providing the certificate.

"Change in Control" means (a) any transaction or series of related transactions in which any Unrelated Person or two or more Unrelated Persons acting in concert acquire beneficial ownership (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended), directly or indirectly, of 40% or more of the outstanding Common Stock, (b) Parent consolidates with or merges into another Person or conveys, transfers or leases its properties and assets substantially as an entirety to any Person or any Person consolidates with or merges into Parent, in either event pursuant to a transaction in which the outstanding Common Stock is changed into or exchanged for cash, securities or other property, with the effect that any Unrelated Person becomes the beneficial owner, directly or indirectly, of 40% or more of Common Stock or that the Persons who were the holders of Common Stock immediately prior to the transaction hold less than 60% of the common stock of the surviving corporation after the transaction, (c) during any period of 24 consecutive months, individuals who at the beginning of such period constituted the board of directors of Parent (together with any new or replacement directors whose election by the board of directors, or whose nomination for election, was approved by a vote of at least a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for reelection was previously so approved) cease for any reason to constitute a majority of the directors then in office, or (d) a "change in control" as defined in any document governing Indebtedness or Preferred Equity of Parent in excess of $25,000,000 which gives the holders of such Indebtedness or Preferred Equity the right to accelerate or otherwise require payment of such Indebtedness or Preferred Equity prior to the maturity date thereof. For purposes of the foregoing, the term "Unrelated Person" means any Person other than (i) a Subsidiary of Parent, (ii) an employee stock ownership plan or other employee benefit plan covering the employees of Parent and its Subsidiaries or (iii) any Person that held Common Stock on the day prior to the effective date of Parent's registration statement under the Securities Act of 1933 covering the initial public offering of Common Stock.

"Closing Date" means the time and Banking Day on which the conditions set forth in Section 8.1 are satisfied or waived. The Administrative Agent shall notify Borrowers and the Banks of the date that is the Closing Date.

"Code" means the Internal Revenue Code of 1986, as amended or replaced and as in effect from time to time.

"Commitments" means the Line Commitment.

"Commitments Assignment and Acceptance" means a commitment assignment and acceptance substantially in the form of Exhibit A.

"Committed Advance" means an Advance made to Borrowers by any Bank in accordance with its Pro Rata Share of the Commitments pursuant to Section 2.1.

"Committed Loans" means Loans that are comprised of Committed Advances.

"Common Stock" means the common stock of Parent or its successor.

"Compliance Certificate" means a certificate in the form of Exhibit E, properly completed and signed by a Senior Officer of Borrowers.

"Confidential Information" means (i) all of the terms, covenants, conditions or agreements set forth in any letters of intent or in this Agreement or any amendments hereto and any related agreements of whatever nature, (ii) the information and reports provided in compliance with Article 7 of this Agreement, (iii) any and all information provided, disclosed or otherwise made available to the Administrative Agent and the Banks including, without limitation, any and all plans, maps, studies (including market studies), reports or other data, operating expense information, as-built plans, specifications, site plans, drawings, notes, analyses, compilations, or other documents or materials relating to the properties or their condition or use, whether prepared by Borrowers or others, which use, or reflect, or that are based on, derived from, or are in any way related to the foregoing, and (iv) any and all other information of Borrowers that the Administrative Agent or any Bank may have access to including, without limitation, ideas, samples, media, techniques, sketches, specifications, designs, plans, forecasts, financial information, technical information, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, financial models and databases, software programs, software source documents, manuals, documents, properties, names of tenants or potential tenants, vendors, suppliers, distributors and consultants, and formulae related to the current, future, and proposed products and services of Borrowers or tenants or potential tenants (including, without limitation, information concerning research, experimental work, development, design details and specifications, engineering, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, clients, business and contractual relationships, business forecasts, and sales and marketing plans). Such Confidential Information may be disclosed or accessible to the Administrative Agent and the Banks as embodied within tangible material (such as documents, drawings, pictures, graphics, software, hardware, graphs, charts, or disks), orally, or visually.

"Contractual Obligation" means, as to any Person, any provision of any outstanding security issued by that Person or of any material agreement, instrument or undertaking to which that Person is a party or by which it or any of its Property is bound.

"Controlled Entity" means a Person (a) that is a Subsidiary of Parent, (b) that is a general partnership or a limited partnership in which a Wholly-Owned Subsidiary is the sole managing general partner and such managing general partner has the sole power to (i) sell all or substantially all of the assets of such Person, (ii) incur Indebtedness in the name of such Person, (iii) grant a Lien on all or any portion of the assets of such Person and (iv) otherwise generally manage the business and assets of such Person or (c) that is a limited liability company for which a Wholly-Owned Subsidiary is the sole manager and such manager has the sole power to do the acts described in subclauses (i) through (iv) of clause (b) above.

"Credit Rating" means, as of any date of determination, the higher of the credit ratings (or their equivalents) then assigned to Parent's long-term senior unsecured debt by either of the Rating Agencies; provided that any credit rating so assigned by a Rating Agency shall be deemed for this purpose to include all lower credit ratings of such Rating Agency. For purposes of the foregoing, "Rating Agencies" means (a) Standard & Poor's Rating Group (a division of McGraw Hill, Inc.) ("S&P") and its successors, and (b) Moody's Investor Services, Inc. ("Moody's) and its successors. A credit rating of BBB- from S&P is equivalent to a credit rating of Baa3 from Moody's and vice versa. A credit rating of BBB from S&P is equivalent to a credit rating of Baa2 from Moody's and vice versa. It is the intention of the parties that if Parent shall only obtain a credit rating from one of the Rating Agencies without seeking a credit rating from the other of the Rating Agencies, the Borrowers shall be entitled to the benefit of the Pricing Level for such credit rating. If Parent shall have obtained a credit rating from both of the Rating Agencies, the higher of the two ratings shall control, provided that the lower rating is only one level below that of the higher rating. If the lower rating is more than one level below that of the higher credit rating, the lower credit rating shall control. In the event that Parent shall have obtained a credit rating from both of the Rating Agencies and shall thereafter lose such rating from one of the Rating Agencies, the Parent shall be deemed for the purposes hereof not to have a credit rating. If at any time either of the Rating Agencies shall no longer perform the functions of a securities rating agency, then the Borrowers and the Administrative Agent shall promptly negotiate in good faith to agree upon a substitute rating agency or agencies (and to correlate the system of ratings of each substitute rating agency with that of the rating agency being replaced), and pending such amendment, the Credit Rating of the other of the Rating Agencies, if one has been provided, shall continue to apply.

"Debt Offering" means the issuance and sale by any Borrower of any debt securities of such Borrower.

"Debt Service" means for any period, the sum of all Interest Charges and mandatory or regularly scheduled principal payments due and payable during such period excluding any balloon payments due upon maturity of any indebtedness. Debt Service shall include the portion of rent payable by a Person during such period under Capital Lease Obligations that should be treated as principal in accordance with Generally Accepted Accounting Principles.

"Debt Service Coverage" means, as of the last day of each Fiscal Quarter, the ratio of (a) Adjusted EBITDA for the fiscal period consisting of that Fiscal Quarter and the three immediately preceding Fiscal Quarters to (b) Debt Service of the Parent and its Subsidiaries for that fiscal period.

"Debtor Relief Laws" means the Bankruptcy Code of the United States of America, as amended from time to time, and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws from time to time in effect affecting the rights of creditors generally.

"Default" means any event that, with the giving of any applicable notice or passage of time specified in Section 9.1, or both, would be an Event of Default.

"Default Rate" means the interest rate prescribed in Section 3.9.

"Designated Deposit Account" means a deposit account to be maintained by Borrowers with Fleet or one of its Affiliates, as from time to time designated by Borrowers by written notification to the Administrative Agent.

"Development Investment" shall have the meaning provided in Section 6.19.

"Disqualified Stock" means any capital stock, warrants, options or other rights to acquire capital stock (but excluding any debt security which is convertible, or exchangeable, for capital stock), which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the Maturity Date.

"Distribution" means, with respect to any shares of capital stock or any warrant or option to purchase an equity security or other equity security or interest issued by a Person, (i) the retirement, redemption, purchase or other acquisition for Cash or for Property by such Person of any such security or interest, (ii) the declaration or (without duplication) payment by such Person of any dividend in Cash or in Property on or with respect to any such security or interest, (iii) any Investment by such Person in the holder of 5% or more of any such security or interest if a purpose of such Investment is to avoid characterization of the transaction as a Distribution and (iv) any other payment in Cash or Property by such Person constituting a distribution under applicable Laws with respect to such security or interest.

"Dollars" or "$" means United States dollars.

"Domestic Reference Bank" means Fleet or such other Bank as may be appointed by the Administrative Agent with the approval of Parent (which shall not be unreasonably withheld).

"EBITDA" means, with respect to any Person (or any asset of a Person) for any fiscal period, the sum of (a) the Net Income of such Person (or attributable to such asset) for that period, plus (b) any non-operating non-recurring loss reflected in such Net Income, minus (c) any non-operating non-recurring gain reflected in such Net Income, plus (d) Interest Expense of such Person for that period, plus (e) the aggregate amount of federal and state taxes on or measured by income of such Person for that period (whether or not payable during that period), plus (f) depreciation, amortization and all other non-cash expenses (including non-cash officer compensation) of such Person for that period, in each case as determined in accordance with Generally Accepted Accounting Principles.

"Eligible Assignee" means (a) another Bank, (b) with respect to any Bank, any Affiliate of that Bank, (c) any commercial bank having a combined capital and surplus of $5,000,000,000.00 or more, (d) the central bank of any country which is a member of the Organization for Economic Cooperation and Development, (e) any savings bank, savings and loan association or similar financial institution which (A) has a net worth of $500,000,000 or more, (B) is engaged in the business of lending money and extending credit under credit facilities substantially similar to those extended under this Agreement and (C) is operationally and procedurally able to meet the obligations of a Bank hereunder to the same degree as a commercial bank and (f) any other financial institution approved by Administrative Agent (including a mutual fund or other fund) having total assets of $500,000,000 or more which meets the requirements set forth in subclauses (B) and (C) of clause (d) above; provided that each Eligible Assignee must either (a) be organized under the Laws of the United States of America, any State thereof or the District of Columbia or (b) be organized under the Laws of the Cayman Islands or any country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of such a country, and (i) act hereunder through a branch, agency or funding office located in the United States of America and (ii) be exempt from withholding of tax on interest and deliver the documents related thereto pursuant to Section 11.21.

"Employee Plan" means any (a) employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) any plan (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (c) any entity the underlying assets of which include plan assets (as defined in 29 C.F.R. Section 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in such entity (including an insurance company general account), or (d) a governmental plan (as defined in Section 3(32) of ERISA or Section 414(d) of the Code) organized in a jurisdiction within the United States of America having prohibitions on transactions with such governmental plan substantially similar to those contained in Section 406 of ERISA or Section 4975 of the Code.

"Equity Offering" means the issuance and sale by any Borrower of any equity securities of such Borrower.

"ERISA" means the Employee Retirement Income Security Act of 1974, and any regulations issued pursuant thereto, as amended or replaced and as in effect from time to time.

"ERISA Affiliate" means each Person (whether or not incorporated) which is required to be aggregated with Parent pursuant to Section 414 of the Code.

"Event of Default" shall have the meaning provided in Section 9.1.

"Federal Funds Rate" means, as of any date of determination, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Banking Day, for the next preceding Banking Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Banking Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three (3) Federal funds brokers of recognized standing selected by the Administrative Agent. For purposes of this Agreement, any change in the Alternate Base Rate due to a change in the Federal Funds Rate shall be effective as of the opening of business on the effective date of such change.

"Fiscal Quarter" means the fiscal quarter of Borrowers ending on each March 31, June 30, September 30 and December 31.

"Fiscal Year" means the fiscal year of Borrowers ending on each December 31.

"Fixed Charge Coverage" means, as of the last day of any Fiscal Quarter, the ratio of (a) Adjusted EBITDA for the fiscal period consisting of that Fiscal Quarter and the three immediately preceding Fiscal Quarters to (b) the sum of (i) Debt Service of the Parent and its Subsidiaries for such fiscal period plus (ii) all Preferred Distributions of Parent and its Subsidiaries made during such fiscal period.

"Fleet" means Fleet National Bank, a national banking association.

"Funds Available for Distribution" means with respect to any fiscal period, an amount equal to Funds From Operations, minus Net Capital Expenditures of Parent and its Subsidiaries incurred during such fiscal period, provided such amount shall be adjusted to exclude the effects of straight lining of rents.

"Funds From Operations" means with respect to any fiscal period, an amount equal to the Net Income (or Deficit) of Parent for that period computed in accordance with generally accepted accounting principles, excluding gains (or losses) from sales of property, plus depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect Funds From Operations on the same basis. Funds From Operations shall be reported in accordance with the NAREIT Policy Bulletin dated April 5, 2002.

"Generally Accepted Accounting Principles" means, as of any date of determination, accounting principles (a) set forth as generally accepted in then currently effective Opinions of the Accounting Principles Board of the American Institute of Ce