Kilroy Realty, L.P. Sample Contracts

Date: February 18, 2020 To: Kilroy Realty Corporation 12200 W. Olympic Boulevard, Suite 200 Los Angeles, California 90064 Fax No.: (310) 481-6540 Attention: Chief Financial Officer From: Bank of America, N.A. c/o BofA Securities, Inc. One Bryant Park...
Kilroy Realty, L.P. • February 21st, 2020 • Real estate investment trusts • New York

The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Bank of America, N.A. (“Dealer”) and Kilroy Realty Corporation (the “Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA 2002 Master Agreement specified below.

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KILROY REALTY, L.P., as Issuer KILROY REALTY CORPORATION, as Guarantor U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 3, 2010 5.000% Senior Notes due 2015
Indenture • November 4th, 2010 • Kilroy Realty, L.P. • Real estate investment trusts • New York

INDENTURE dated as of November 3, 2010 among Kilroy Realty, L.P., a Delaware limited partnership (hereinafter called the “Issuer”), Kilroy Realty Corporation, a Maryland corporation (hereinafter referred to as the “Guarantor” or, in its capacity as general partner of the Issuer, the “General Partner”), each having its principal office at 12200 West Olympic Boulevard, Suite 200, Los Angeles, California 90064, and U.S. Bank National Association, as Trustee hereunder.

KILROY REALTY, L.P., as Company KILROY REALTY CORPORATION, as Guarantor U.S. BANK NATIONAL ASSOCIATION, as Trustee SUPPLEMENTAL INDENTURE DATED AS OF JULY 5, 2011 TO INDENTURE DATED AS OF MARCH 1, 2011
Kilroy Realty, L.P. • October 2nd, 2013 • Real estate investment trusts • New York

Attention should also be directed to Section 318(c) of the 1939 Act, which provides that the provisions of Sections 310 to and including 317 of the 1939 Act that impose duties on any person are a part of and govern every qualified indenture, whether or not physically contained therein.

KILROY REALTY, L.P., AS ISSUER KILROY REALTY CORPORATION, AS GUARANTOR
Underwriting Agreement • January 12th, 2024 • Kilroy Realty, L.P. • Real estate investment trusts • New York

Kilroy Realty, L.P., a Delaware limited partnership (the “Operating Partnership”) and majority owned subsidiary of Kilroy Realty Corporation, a Maryland corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), $400,000,000 aggregate principal amount of the Operating Partnership’s 6.250% Senior Notes due 2036 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of March 1, 2011 (the “Base Indenture”) among the Operating Partnership, the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association (the “Trustee”), as amended and supplemented by a Supplemental Indenture dated as of July 5, 2011 (the “Supplemental Indenture”) among the Operating Partnership, the Company and the Trustee (the Base Indenture, as amended and supplemented by the Supplemental Indenture, is hereinafter called the “Indenture”). BofA Securities, Inc., J.P. Morg

KILROY REALTY, L.P., as Issuer KILROY REALTY CORPORATION, as Guarantor U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE DATED AS OF [ ]
Indenture • September 15th, 2010 • Kilroy Realty, L.P. • Real estate investment trusts • New York

THIS INDENTURE, dated as of [ ], by and among KILROY REALTY, L.P., a Delaware limited partnership (the “Company”), KILROY REALTY CORPORATION, a Maryland corporation, the Company’s sole general partner (the “General Partner,” and in the capacity as guarantor of one or more series of Securities to be issued hereunder from time to time the “Guarantor”) each having its principal office at 12200 West Olympic Boulevard, Suite 200, Los Angeles, California 90064, and U.S. Bank National Association, as Trustee hereunder (the “Trustee”), having its Corporate Trust Officer at 633 West Fifth Street, 24th Floor, Los Angeles, California 90071.

Date: February 18, 2020 To: Kilroy Realty Corporation
Kilroy Realty, L.P. • February 21st, 2020 • Real estate investment trusts • New York

The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Barclays Bank PLC (“Dealer”), acting through its agent Barclays Capital Inc. (the “Agent”), and Kilroy Realty Corporation (the “Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA 2002 Master Agreement specified below. Dealer is not a member of the Securities Investor Protection Corporation. Dealer is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.

SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KILROY REALTY, L.P.
Kilroy Realty, L.P. • August 17th, 2012 • Real estate investment trusts • Delaware

THIS SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of August 15, 2012, is entered into by and among Kilroy Realty Corporation, a Maryland corporation (the “Company”), as the General Partner and the Persons whose names are set forth on Exhibit A attached hereto, as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.

KILROY REALTY CORPORATION SALES AGREEMENT
Sales Agreement • December 12th, 2014 • Kilroy Realty, L.P. • Real estate investment trusts • New York

Commission has not notified the Company of any objection to the use of the form of the Registration Statement or any post-effective amendment thereto; the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to the use of the automatic shelf registration statement form; and to our knowledge FINRA has not raised objection to the fairness and reasonableness of the underwriting terms and arrangements;

Amendment to Sales Agreement Dated as of September 29, 2016
Sales Agreement • February 15th, 2017 • Kilroy Realty, L.P. • Real estate investment trusts • New York
GUARANTY
Guaranty • February 10th, 2023 • Kilroy Realty, L.P. • Real estate investment trusts

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.

KILROY REALTY, L.P., as Company KILROY REALTY CORPORATION, as Guarantor U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE DATED AS OF MARCH 1, 2011
Kilroy Realty, L.P. • October 2nd, 2013 • Real estate investment trusts • New York

THIS INDENTURE, dated as of March 1, 2011, by and among KILROY REALTY, L.P., a Delaware limited partnership (the “Company”), KILROY REALTY CORPORATION, a Maryland corporation, the Company’s sole general partner (the “General Partner,” and in the capacity as guarantor of one or more series of Securities to be issued hereunder from time to time the “Guarantor”) each having its principal office at 12200 West Olympic Boulevard, Suite 200, Los Angeles, California 90064, and U.S. Bank National Association, as Trustee hereunder (the “Trustee”), having its Corporate Trust Officer at 633 West Fifth Street, 24th Floor, Los Angeles, California 90071.

KILROY REALTY CORPORATION 2006 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AGREEMENT GRANT NOTICE
Restricted Stock Unit Agreement • April 30th, 2015 • Kilroy Realty, L.P. • Real estate investment trusts • Maryland

Kilroy Realty Corporation (the “Company”) has granted to the Participant named below an award of Restricted Stock Units (“RSUs”). The terms and conditions of the award are set forth in this Grant Notice (the “Grant Notice”), and Appendix A attached hereto and incorporated herein by this reference (collectively, this “Agreement”).

KILROY REALTY CORPORATION SALES AGREEMENT
Sales Agreement • March 1st, 2024 • Kilroy Realty, L.P. • Real estate investment trusts • New York

connection with a Terms Agreement—as of the date of the Terms Agreement and as of the applicable Delivery Date], and (z) and the Disclosure Package, as of the date hereof, [or, in the case of a certificate delivered in connection with a Terms Agreement—as of the Applicable Time with respect to such offering,] did not and do not contain any untrue statement of a material fact and did not and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (except in the case of the Registration Statement (as amended, if applicable, as of the date hereof), in the light of the circumstances under which they were made) not misleading, and (2) no event has occurred that should have been set forth in a supplement or amendment to the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or any Disclosure Package (in each case as amended and supplemented, if applicable, as of the date hereof) that has not been so set forth; and

KILROY REALTY CORPORATION Common Stock UNDERWRITING AGREEMENT dated February 18, 2020 J.P. Morgan Securities LLC Barclays Capital Inc. BofA Securities, Inc. Wells Fargo Securities, LLC
Underwriting Agreement • February 21st, 2020 • Kilroy Realty, L.P. • Real estate investment trusts • New York

In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not (and will cause any spouse of the undersigned, and any immediate family member of the undersigned or any spouse of the undersigned living in the undersigned’s household, not to), without the prior written consent of J.P. Morgan Securities LLC (“J.P. Morgan”), Barclays Capital Inc. (“Barclays”), BofA Securities, Inc. (“BofA Securities”) and Wells Fargo Securities, LLC (“Wells Fargo Securities”) (provided that each such entity may withhold such consent in its sole discretion), directly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1 under the Securities Exchange Act of 1934, as amended, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of November 28, 2012 among
Revolving Credit Agreement • February 12th, 2013 • Kilroy Realty, L.P. • Real estate investment trusts • New York
KILROY REALTY CORPORATION 2006 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AGREEMENT GRANT NOTICE
Restricted Stock Unit Agreement • February 15th, 2019 • Kilroy Realty, L.P. • Real estate investment trusts • Maryland

Kilroy Realty Corporation (the “Company”) has granted to the Participant named below an award of Restricted Stock Units (“RSUs”). The terms and conditions of the award are set forth in this Grant Notice (the “Grant Notice”) and Appendices A and B attached hereto and incorporated herein by this reference (collectively, this “Agreement”).

KILROY REALTY CORPORATION 2006 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AGREEMENT GRANT NOTICE
Restricted Stock Unit Agreement • April 28th, 2016 • Kilroy Realty, L.P. • Real estate investment trusts • Maryland

Pursuant to this Restricted Stock Unit Agreement dated January 9, 2016 (including Appendix A hereto, the “Agreement”), effective as of the Grant Date (as defined below), Kilroy Realty Corporation (the “Company”) hereby grants to Jeffrey C. Hawken (the “Participant”) the following award of Restricted Stock Units (“RSUs”), pursuant and subject to the terms and conditions of this Agreement and the Company’s 2006 Incentive Award Plan (and as may be amended from time to time, the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each RSU is hereby granted in tandem with a corresponding Dividend Equivalent, as further described in Section 3 below. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement shall have the meanings provided in the Plan. Subject to the terms and conditions of this Agreement, the principal features of this Award are as follows:

Amendment to Sales Agreement Dated as of October 2, 2013
Sales Agreement • November 8th, 2013 • Kilroy Realty, L.P. • Real estate investment trusts • New York
Amendment to Sales Agreement Dated as of October 2, 2013
Sales Agreement • November 8th, 2013 • Kilroy Realty, L.P. • Real estate investment trusts • New York
FOURTH AMENDED AND RESTATED GUARANTY
Guaranty • May 3rd, 2024 • Kilroy Realty, L.P. • Real estate investment trusts

FOURTH AMENDED AND RESTATED GUARANTY (this “Guaranty”), made as of March 6, 2024, 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 Fourth Amended and Restated Credit 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 and other agents party thereto.

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...
Term Loan Agreement • February 10th, 2023 • Kilroy Realty, L.P. • Real estate investment trusts • New York

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.

SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
Kilroy Realty, L.P. • July 29th, 2014 • Real estate investment trusts • Delaware

THIS SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of August 15, 2012, is entered into by and among Kilroy Realty Corporation, a Maryland corporation (the “Company”), as the General Partner and the Persons whose names are set forth on Exhibit A attached hereto, as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.

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DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (IRVINE) Cover Sheet
Security Agreement and Fixture Filing • July 5th, 2012 • Kilroy Realty, L.P. • Real estate investment trusts

THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) is made as of June 28, 2012, by KR MML 12701, LLC, a Delaware limited liability company, having an address at 12200 West Olympic Boulevard, Suite 200, Los Angeles, California 90064 (“Borrower”), to CHICAGO TITLE COMPANY, a California corporation, having an address at 700 South Flower Street, Suite 800, Los Angeles, California 90017 (“Trustee”), for the use and benefit of MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a Massachusetts corporation having an address in care of Cornerstone Real Estate Advisers LLC, One Financial Plaza, Hartford, Connecticut 06103, Attention: Paralegal, Finance Group (“Lender” and, to the extent applicable under Article 13 of the Loan Agreement, Cornerstone Real Estate Advisers Inc. “Administrative Agent”).

KILROY REALTY CORPORATION 2006 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AGREEMENT GRANT NOTICE
Restricted Stock Unit Agreement • April 30th, 2015 • Kilroy Realty, L.P. • Real estate investment trusts • Maryland

Kilroy Realty Corporation (the “Company”) has granted to the Participant named below an award of Restricted Stock Units (“RSUs”). The terms and conditions of the award are set forth in this Grant Notice (the “Grant Notice”), and Appendices A and B attached hereto and incorporated herein by this reference (collectively, this “Agreement”).

AMENDED AND RESTATED GUARANTY OF PAYMENT
Guaranty of Payment • February 12th, 2013 • Kilroy Realty, L.P. • Real estate investment trusts • New York

AMENDED AND RESTATED GUARANTY OF PAYMENT (this “Guaranty”), made as of November 28, 2012, 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 Amended and Restated Revolving Credit 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, the Administrative Agent, in its capacity as Administrative Agent and Bank, J.P. Morgan Securities LLC, as Joint Lead Arranger and Joint Bookrunner, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arranger and Joint Bookrunner, Bank of America, N.A., as Syndication Agent, and Barclays Bank PLC, Com

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 24, 2017 among
Credit Agreement • July 27th, 2017 • Kilroy Realty, L.P. • Real estate investment trusts • New York

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 24, 2017, 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, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED OR ITS AFFILIATE, as Joint Lead Arranger and Joint Bookrunner, WELLS FARGO SECURITIES, LLC, as Joint Lead Arranger and Joint Bookrunner, PNC BANK, NATIONAL ASSOCIATION, 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, COMPASS BANK, MUFG UNION BANK, N.A., ROYAL BANK OF CANADA and SUMITOMO MITSUI BANKING CORPORATION, as Banks and Co-Documentation Agents, and the BANKS listed on the signature pages hereof (the “Banks”).

Kilroy Realty Corporation Employment Agreement for Jeffrey C. Hawken (as amended and restated as of January 1, 2013)
Employment Agreement • April 5th, 2013 • Kilroy Realty, L.P. • Real estate investment trusts • California

THIS EMPLOYMENT AGREEMENT by and between KILROY REALTY CORPORATION, a Maryland corporation (the “Company”), Kilroy Realty, L.P., a Delaware limited partnership (the “Operating Partnership”) and Jeffrey C. Hawken (“Executive”) effective as of January 1, 2007, is amended and restated as of January 1, 2013 (the “Effective Date”). This Employment Agreement (the “Agreement”), as amended, supersedes and replaces in its entirety Executive's Employment Agreement, effective as of January 1, 2007, with the Company and Operating Partnership, including any addendums thereto, and all other prior employment agreements with the Company and/or the Operating Partnership (the “Prior Employment Agreements”).

KILROY REALTY CORPORATION RESTRICTED STOCK UNIT AGREEMENT GRANT NOTICE
Restricted Stock Unit Agreement • July 31st, 2013 • Kilroy Realty, L.P. • Real estate investment trusts • Maryland

In accordance with the initial deferral election set forth in that certain letter dated _______________ made by ____________ (the “Participant”) in ________________, pursuant to this Restricted Stock Unit Agreement effective as of the Grant Date, as such term is defined below, (including Appendix A hereto, the “Agreement”), Kilroy Realty Corporation (the “Company”) hereby grants to the Participant the following award of Restricted Stock Units (“RSUs”) pursuant and subject to the terms and conditions of this Agreement and the Company's 2006 Incentive Award Plan, as amended (the “Plan”), the terms and conditions of each of which are hereby incorporated into this Agreement by reference. Each RSU is hereby granted in tandem with a corresponding Dividend Equivalent right, as further described in Section 3 below. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement shall have the meanings provided in the Plan. Subject to the terms and conditions of this

Amendment to Sales Agreement Dated as of October 2, 2013
Sales Agreement • November 8th, 2013 • Kilroy Realty, L.P. • Real estate investment trusts • New York

Reference is hereby made to the Sales Agreement dated July 25, 2011 (the “Sales Agreement”) among Kilroy Realty Corporation, a Maryland corporation (the “Company”), Kilroy Realty L.P., a Delaware limited partnership, and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Agent”). Capitalized terms used herein and not defined have the respective meanings set forth in the Sales Agreement.

GENERAL PARTNER GUARANTY AGREEMENT Dated as of April 28, 2020 of
General Partner Guaranty Agreement • April 30th, 2020 • Kilroy Realty, L.P. • Real estate investment trusts • New York

THIS GENERAL PARTNER GUARANTY AGREEMENT, dated as of April 28, 2020 (this “Guaranty Agreement”), is made by Kilroy Realty Corporation, a Maryland corporation (the “Guarantor”), in favor of the Purchasers (as defined below) and the other holders from time to time of the Notes (as defined below). The Purchasers and such other holders are herein collectively called the “holders” and individually a “holder.”

Kilroy Realty Corporation Employment Agreement - Tyler H. Rose
Employment Agreement • April 28th, 2016 • Kilroy Realty, L.P. • Real estate investment trusts • California

THIS EMPLOYMENT AGREEMENT by and between KILROY REALTY CORPORATION, a Maryland corporation (the “Company”), Kilroy Realty, L.P., a Delaware limited partnership (the “Operating Partnership”), and Tyler H. Rose (“Executive”) is effective as of January 28, 2016 (the “Effective Date”). This Employment Agreement (this “Agreement”) supersedes and replaces in its entirety Executive’s Employment Agreement, effective as of January 1, 2007 and as amended in December 2008, with the Company and Operating Partnership (the “Prior Employment Agreement”). Rights and obligations of the parties for periods prior to the Effective Date, and any related remedies, shall remain subject to the terms of the Prior Employment Agreement, which shall remain enforceable for that purpose.

Amendment to Sales Agreement Dated as of October 2, 2013
Sales Agreement • November 8th, 2013 • Kilroy Realty, L.P. • Real estate investment trusts • New York
AMENDMENT NO. 3 TO TERM LOAN AGREEMENT
Term Loan Agreement • May 3rd, 2024 • Kilroy Realty, L.P. • Real estate investment trusts • New York

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 Certificate Exhibit E-2 - Form of U.S. Tax Certificate Exhibit E-3 - Form of U.S. Tax Certificate Exhibit E-4 - Form of U.S. Tax Certificate Schedule 1A - Loan Commitments Schedule 4.22 - Labor Matters Schedule 5.16 - - Specified Unencumbered Real Property Assets

GUARANTY
Guaranty • January 13th, 2011 • Kilroy Realty, L.P. • Real estate investment trusts • California

This GUARANTY (“Guaranty”) is executed as of January 12, 2011, by KILROY REALTY, L.P., a Delaware limited partnership (“Guarantor”), in favor of METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Lender”), with reference to the following facts:

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