0001104659-16-156407 Sample Contracts

THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 12.5.,
Credit Agreement • November 14th, 2016 • Equity Commonwealth • Real estate investment trusts • New York

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of November 10, 2016, by and among EQC OPERATING TRUST, a real estate investment trust organized under the laws of the State of Maryland (the “Borrower”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.5. (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), with WELLS FARGO SECURITIES, LLC, J.P. MORGAN SECURITIES LLC and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as joint Lead Arrangers and joint Bookrunners for the revolving credit facility and the 5-year term loan facility evidenced hereby, and WELLS FARGO SECURITIES LLC, as sole Lead Arranger and sole Bookrunner for the 7-year term loan facility evidenced hereby (all in such capacities, the “Lead Arrangers”), JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A., as Syndication Agents, for the revolving credit facilit

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ASSUMPTION AGREEMENT
Assumption Agreement • November 14th, 2016 • Equity Commonwealth • Real estate investment trusts • Maryland

THIS ASSUMPTION AGREEMENT (this “Agreement”) is dated as of November 10, 2016, and made by EQC Operating Trust, a Maryland real estate investment trust (“EQC Operating”), in favor of Equity Commonwealth, a Maryland real estate investment trust (“Equity Commonwealth”).

CONTRIBUTION AND ASSIGNMENT AGREEMENT
Contribution and Assignment Agreement • November 14th, 2016 • Equity Commonwealth • Real estate investment trusts • Maryland

THIS CONTRIBUTION AND ASSIGNMENT AGREEMENT (this “Agreement”) is entered into as of November 10, 2016 by and among Equity Commonwealth, a Maryland real estate investment trust (“EQC”) and EQC Operating Trust, a Maryland real estate investment trust (“EQC Operating Trust”).

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