REVOLVING CREDIT AGREEMENT

EXHIBIT 10.1

CUSIP Number

REVOLVING CREDIT AGREEMENT

for $2,500,000,000 Revolving Credit Facility
dated as of September 22, 2006

among

EOP OPERATING LIMITED PARTNERSHIP,

THE BANKS LISTED HEREIN,

BANC OF AMERICA SECURITIES LLC,
as Joint Lead Arranger and Joint Bookrunner,

J.P. MORGAN SECURITIES INC.,
as Joint Lead Arranger and Joint Bookrunner,

BANK OF AMERICA, N.A.,
as Administrative Agent,

JPMORGAN CHASE BANK, N.A.,
as Syndication Agent,

THE BANK OF NOVA SCOTIA,
LASALLE BANK NATIONAL ASSOCIATION,
THE ROYAL BANK OF SCOTLAND PLC,
U.S. BANK NATIONAL ASSOCIATION,
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Documentation Agents,

CITICORP NORTH AMERICA INC.,
DEUTSCHE BANK AG, NEW YORK BRANCH,
WILLIAM STREET CREDIT CORPORATION,
LEHMAN COMMERCIAL PAPER INC.,
MERRILL LYNCH BANK USA,
MIZUHO CORPORATE BANK, LTD.,
MORGAN STANLEY BANK,
UBS LOAN FINANCE LLC,
as Senior Managing Agents

and

EUROHYPO AG, NEW YORK BRANCH,
PNC BANK, NATIONAL ASSOCIATION,
as Managing Agents.

TABLE OF CONTENTS

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REVOLVING CREDIT AGREEMENT

     THIS REVOLVING CREDIT AGREEMENT (this “ Agreement ”) dated as of September 22, 2006 among EOP OPERATING LIMITED PARTNERSHIP (the “ Borrower ”), the BANKS listed on the signature pages hereof, BANC OF AMERICA SECURITIES LLC, as Joint Lead Arranger and Joint Bookrunner, J.P. MORGAN SECURITIES INC., as Joint Lead Arranger and Joint Bookrunner, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, THE BANK OF NOVA SCOTIA, LASALLE BANK NATIONAL ASSOCIATION, THE ROYAL BANK OF SCOTLAND PLC, U.S. BANK NATIONAL ASSOCIATION, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agents, CITICORP NORTH AMERICA INC., DEUTSCHE BANK AG, NEW YORK BRANCH, WILLIAM STREET CREDIT CORPORATION, LEHMAN COMMERCIAL PAPER INC., MERRILL LYNCH BANK USA, MIZUHO CORPORATE BANK, LTD., MORGAN STANLEY BANK, and UBS LOAN FINANCE LLC, as Senior Managing Agents, and EUROHYPO AG, NEW YORK BRANCH and PNC BANK, NATIONAL ASSOCIATION, as Managing Agents.

W I T N E S S E T H

          The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

          SECTION 1.1. Definitions . 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 2.4.

          “Acquisition Property” means any Property owned by Borrower, EOPT, any Consolidated Subsidiary or any Investment Affiliate for less than six (6) complete Fiscal Quarters.

          “Administrative Agent” means Bank of America, N.A. in its capacity as Administrative Agent hereunder, and its permitted successors in such capacity in accordance with the terms of this Agreement.

          “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.

          “Affiliate Qualified Institution” means one or more banks, finance companies, insurance or other financial institutions which (A) has (or, a guarantor of such bank or other financial institution has, or, in the case of a bank or other financial institution which is a subsidiary, such bank’s or financial institution’s parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moody’s or a comparable rating by a rating agency acceptable to Administrative Agent and (B) has (or, a guarantor of such bank or other financial institution has, or, in the case of a bank or other financial institution which is a subsidiary, such bank’s or financial institution’s parent has) total assets in excess of Five Hundred Million Dollars ($500,000,000).

          “Agent-Related Persons” means the Administrative Agent, together with its affiliates (including, in the case of Bank of America, N.A. in its capacity as Administrative Agent, Banc of America Securities LLC), and the officers, directors, employess, agents and attorneys-in-fact of such Persons and Affiliates.

          “Agents” shall mean the Administrative Agent and the Syndication Agent, collectively.

          “Agreement” shall mean this Revolving Credit Agreement as the same may from time to time hereafter be modified, supplemented or amended.

          “Alternate Currency” means the lawful currency of any of (i) the United Kingdom (British Pounds Sterling) or (ii) the European Economic Union (Euros) or (iii) Japan (Yen) or (iv) Australia (Australian Dollars). For all purposes of this Agreement, including without limitation the calculation of the Dollar Equivalent Amount at any time and from time to time, each Alternate Currency will be marked-to-market on the first Business Day of each month.

          “Alternate Currency Commitment” means with respect to each Bank, the amount set forth under the name of such Bank on the signature pages hereof as its commitment for Loans in Alternate Currencies (and, for each Bank which is an Assignee, the amount set forth in the Transfer Supplement entered into pursuant to Section 9.6(c) as the Assignee’s Commitment) and Dollars, as such amount may be reduced from time to time pursuant to Section 2.11(e) or in connection with an assignment to an Assignee, and as such amount may be increased in connection with an assignment from an Assignor. The initial aggregate Dollar Equivalent Amount of the Banks’ Alternate Currency Commitments is $400,000,000.

          “Alternate Currency Letter of Credit” means a Letter of Credit denominated in Alternate Currency.

          “Alternate Currency Sublimit” means, a Dollar Equivalent Amount of Loans denominated in Alternate Currency and Alternate Currency Letter(s) of Credit (and, to the extent expressly provided herein, Loans and Letters of Credit denominated in Dollars), equal to Four Hundred Million Dollars ($400,000,000).

          “Applicable Fee Percentage” means 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 table set forth below. Any change in Borrower’s Credit Rating causing it to move to a different range on the table shall effect an immediate change in the Applicable Fee Percentage. In the event that Borrower receives Credit Ratings that are not equivalent, the Applicable Fee Percentage shall be determined by the higher of the ratings from S&P and Moody’s. In the event that only one of the Rating Agencies shall have set Borrower’s Credit Rating, then the Applicable Fee Percentage shall be based on such rating only.

          “Applicable Interest Rate” means (i) with respect to any Fixed Rate Indebtedness, the fixed interest rate applicable to such Fixed Rate Indebtedness at the time in question, and (ii) with respect to any Floating Rate Indebtedness, either (x) the rate at which the interest rate applicable to such Floating Rate Indebtedness is actually capped (or fixed pursuant to an interest rate hedging device), at the time of calculation, if Borrower has entered into an interest rate cap agreement or other interest rate hedging device with respect thereto or (y) if Borrower has not entered into an interest rate cap agreement or other interest rate hedging device with respect to such Floating Rate Indebtedness, the greater of (A) the rate at which the interest rate applicable to such Floating Rate Indebtedness could be fixed for the remaining term of such Floating Rate Indebtedness, at the time of calculation, by Borrower’s entering into any unsecured interest rate hedging device either not requiring an upfront payment or if requiring an upfront payment, such upfront payment shall be amortized over the term of such device and included in the calculation of the interest rate (or, if such rate is incapable of being fixed by entering into an unsecured

interest rate hedging device at the time of calculation, a fixed rate equivalent reasonably determined by Administrative Agent) or (B) the floating rate applicable to such Floating Rate Indebtedness at the time in question.

          “Applicable Lending Office” means with respect to any Bank, (i) in the case of its Base Rate Loans and Swingline Loans, its Domestic Lending Office, (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 with respect to each 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 table set forth below. Any change in Borrower’s Credit Rating causing it to move to a different range on the table shall effect an immediate change in the Applicable Margin. In the event that Borrower receives Credit Ratings that are not equivalent, the Applicable Margin shall be determined by the higher of the ratings from S&P and Moody’s. In the event that only one of the Rating Agencies shall have set Borrower’s Credit Rating, then the Applicable Margin shall be based on such rating only.

          “Assignee” has the meaning set forth in Section 9.6(c).

          “Auto-Renewal Letter of Credit” has the meaning set forth in Section 2.16(c).

          “Authorized Officer” means any of Maureen Fear, Sarah Byrnes, Sheri Zinkovich, Erin Schumacher, Patty Noftz, Genevieve Patzka, Elizabeth Rim, or any other officer of Borrower who Borrower shall notify the Administrative Agent is an Authorized Officer.

          “Balance Sheet Indebtedness” means with respect to any Person and assuming such Person is required to prepare financial statements in accordance with GAAP, without duplication, the Indebtedness of such Person which would be required to be included on the liabilities side of the balance sheet of such Person in accordance with GAAP. Notwithstanding the foregoing, Balance Sheet Indebtedness shall include current liabilities and all guarantees of Indebtedness of any Person, but shall exclude all accounts payable, accrued interest and expenses, prepaid rents, security deposits, and other miscellaneous liabilities included under “other liabilities” as shown on Borrower’s consolidated balance sheet, and dividend and distributions declared but not yet paid.

          “Balloon Payments” shall mean with respect to any loan constituting Balance Sheet Indebtedness, any required principal payment of such loan which is either (i) payable at the maturity of such Indebtedness or (ii) in an amount which exceeds fifteen percent (15%) of the original principal amount of such loan; provided , however , that the final payment of a fully amortizing loan shall not constitute a Balloon Payment.

          “Bank” means each entity (other than Borrower) 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 Loan, the Commitments or terms relating to the Committed Loans and the 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.

          “Bankruptcy Code” shall mean Title 11 of the United States Code, entitled “Bankruptcy”, as amended from time to time, and any successor statute or statutes.

          “Base Rate” means, for any day, a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus ¹ / 2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by the Bank serving as the Administrative Agent as its Prime Rate.

          “Base Rate Loan” means a Committed Loan in Dollars made by a Bank as a Base Rate Loan in accordance with the provisions of this Agreement.

          “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.

          “Borrower” means EOP Operating Limited Partnership, a Delaware limited partnership.

          “Borrower’s Share” means Borrower’s and EOPT’s share of the liabilities or assets, as the case may be, of an Investment Affiliate as reasonably determined by Borrower based upon Borrower’s or EOPT’s economic interest in such Investment Affiliate, as of the date of such determination.

          “Borrowing” has the meaning set forth in Section 1.3.

          “Business Day” means any day except a Saturday, Sunday or other day on which commercial banks are authorized by law to close (i) in Dallas, Texas, and (ii) in the case of Euro-Dollar Loans, in London, England and/or Dallas, Texas, and (iii) in the case of Letters of Credit transactions for a particular Fronting Bank, in the place where its office for issuance or administration of the pertinent Letter of Credit is located and/or Dallas, Texas, and (iv) if such reference relates to the date on which any amount is to be paid or made available in an Alternate Currency, the principal financial center in the country of such Alternate Currency, as well as the city in the country from which any Bank shall be funding such Alternate Currency Loan.

          “Capital Leases” as applied to any Person, means any lease of any property (whether real, personal or mixed) by that Person as lessee which, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

          “Cash or Cash Equivalents” shall mean: (a) cash; (b) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by an agency thereof and backed by the full faith and credit of the United States, in each case maturing within one (1) year after the date of acquisition thereof; (c) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within ninety (90) days after the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from any two of S&P, Moody’s or Fitch (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services acceptable to Administrative Agent ); (d) domestic corporate bonds, other than domestic corporate bonds issued by Borrower or any of its Affiliates, maturing no more than two (2) years after the date of acquisition thereof and, at the time of acquisition, having a rating of at least A or the equivalent from any two (2) of S&P, Moody’s or Fitch (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services acceptable to Administrative Agent); (e) variable-rate domestic corporate notes or medium term corporate notes, other than notes issued by Borrower or any of its Affiliates, maturing or resetting no more than one (1) year after the date of acquisition thereof and having a rating of at least AA or the equivalent from two of S&P, Moody’s or Fitch (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services acceptable to Administrative Agent); (f) commercial paper (foreign and domestic) or master notes, other than commercial paper or master notes issued by Borrower or any of its Affiliates, and, at the time of acquisition, having a long-term rating of at least A or the equivalent from S&P, Moody’s or Fitch and having a short-term rating of at least A-1 and P-1 from S&P and Moody’s, respectively (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then the highest rating from such other nationally

recognized rating services acceptable to Administrative Agent); (g) domestic and foreign certificates of deposit or domestic time deposits or foreign deposits or bankers’ acceptances (foreign or domestic) in Dollars, Hong Kong Dollars, Singapore Dollars or an Alternate Currency that are issued by a bank (I) which has, at the time of acquisition, a long-term rating of at least A or the equivalent from S&P, Moody’s or Fitch and (II) if a domestic bank, which is a member of the Federal Deposit Insurance Corporation; and (h) overnight securities repurchase agreements, or reverse repurchase agreements secured by any of the foregoing types of securities or debt instruments, provided that the collateral supporting such repurchase agreements shall have a value not less than 101% of the principal amount of the repurchase agreement plus accrued interest; and money market funds invested in investments substantially all of which consist of the items described in the foregoing clauses (a) through (h).

          “Cash Flow” means, for any period, EBITDA for such period, as adjusted for a normalized recurring level of capital expenditures by Borrower for such period, which adjustment shall be at the rate of Twenty cents ($0.20) per square foot per annum of office space occupied as of the applicable date of determination for (i) all Office Properties of Borrower and Consolidated Subsidiaries, and (ii) Borrower’s Share of each Office Property of an Investment Affiliate (provided that, as to any Office Property acquired during such period such $0.20 per square foot adjustment shall be pro-rated for the period of ownership).

          “CBD Properties” means real properties located in a “Central Business District”, as disclosed in Borrower’s most recent supplemental securities disclosures.

          “Closing Date” means the date on which the conditions set forth in Section 3.1 shall have been satisfied to the satisfaction of the Administrative Agent.

          “Code” shall mean the Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

          “Committed Borrowing” has the meaning set forth in Section 1.3.

          “Committed Loan” means a loan made by a Bank pursuant to Section 2.1 as well as Loans required to be made by a Bank pursuant to Section 2.16 to reimburse a Fronting Bank for a Letter of Credit that has been drawn down; provided that, if any such loan or loans (or portions thereof) are combined or subdivided pursuant to a Notice of Interest Rate Election, the term “Committed 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.

          “Commitment” means with respect to each Bank, the sum of its Dollar Commitment and its Alternate Currency Commitment.

          “Confidential Information Memorandum” means that certain Equity Office Properties Trust — Confidential Information Memorandum, dated August 2006, from Banc of America Securities LLC, J.P. Morgan, Securities, Inc., Bank of America, N.A., and JPMorgan Chase Bank, N.A..

          “Consolidated Subsidiary” means at any date any Subsidiary or other entity which is consolidated with Borrower or EOPT in accordance with GAAP

          “Contingent Obligation” as to any Person means, without duplication, (i) any contingent obligation of such Person required to be shown on such Person’s balance sheet in accordance with GAAP, and (ii) any obligation required to be disclosed in the footnotes to such Person’s financial statements, guaranteeing partially or in whole any Non-Recourse Indebtedness, 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 (ii) shall be deemed to be (a) with respect to a guaranty of interest or interest and principal, or operating income guaranty, the Net Present Value of 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 Borrower required to be delivered pursuant to Section 5.1 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 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 and (ii) in the case of a guaranty (whether or not joint and several) of an obligation otherwise constituting Indebtedness 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 Indebtedness of such Person. Notwithstanding anything contained herein to the contrary, “Contingent Obligations” shall be deemed not to include guarantees of Unused Commitments or of construction loans to the extent the same have not been drawn. All matters constituting “Contingent Obligations” shall be calculated without duplication.

          “Convertible Securities” means evidences of shares of stock, limited or general partnership interests or other ownership interests, warrants, options, or other rights or securities which are convertible into or exchangeable for, with or without payment of additional consideration, common shares of beneficial interest of EOPT or partnership interests of Borrower, as the case may be, either immediately or upon the arrival of a specified date or the happening of a specified event.

          “Credit Rating” means the rating assigned by the Rating Agencies to Borrower’s senior unsecured long term indebtedness.

          “Debt Restructuring” means a restatement of, or material change in, the amortization or other financial terms of any Indebtedness of EOPT, the Borrower or any Subsidiary or Investment Affiliate.

          “Debt Service” means, for any period and without duplication, Interest Expense for such period plus scheduled principal amortization (excluding Balloon Payments) for such period on all Balance Sheet Indebtedness of Borrower on a consolidated basis, plus Borrower’s Share of scheduled principal amortization (excluding Balloon Payments) for such period on all Balance Sheet Indebtedness of Investment Affiliates.

          “Default” means any condition or event which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

          “Default Rate” has the meaning set forth in Section 2.8(d).

          “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-1 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 G attached hereto, entered into by a Bank and a Designated Lender and accepted by the Administrative Agent.

          “Development Activity” means (a) the development and construction of office buildings and parking facilities by the Borrower or any of its Financing Partnerships or Joint Venture Subsidiaries excluding Unimproved Assets, (b) the financing by the Borrower or any of its Financing Partnerships or Joint Venture Subsidiaries of any such development or construction and (c) the incurrence by the Borrower or any of its Financing Partnerships or Joint Venture

Subsidiaries of any Contingent Obligations in connection with such development or construction (other than purchase contracts for Real Property Assets which are not payable until after completion of development or construction). For purposes of Section 5.8(j) hereof, the “value” of Development Activity shall mean (i) in the case of the development and construction by the Borrower or any of its Financing Partnerships described in clause (a) of this definition, the full cost budget to complete such development and construction, (ii) in the case of the development and construction by a Joint Venture Subsidiary of the Borrower described in clause (a) of this definition, an amount equal to the product of (AA) the full cost budget to complete such development and construction, multiplied by (BB) Borrower’s Share of such Joint Venture Subsidiary, (iii) in the case of the financing of any development and construction by the Borrower or any of its Financing Partnerships described in clause (b) of this definition, the amount the Borrower or any Financing Partnership has committed to fund to pay the cost to complete such development and construction, (iv) in the case of the financing of any development and construction by a Joint Venture Subsidiary of the Borrower described in clause (b) of this definition, an amount equal to the product of (AA) the amount such Joint Venture Subsidiary has committed to fund to pay the cost to complete such development and construction, multiplied by (B) Borrower’s Share of such Joint Venture Subsidiary, (v) in the case of the incurrence of any Contingent Obligations in connection with any development and construction by the Borrower or any of its Financing Partnerships described in clause (c) of this definition, the amount of such Contingent Obligation of the Borrower or such Financing Partnership, (vi) in the case of the incurrence of any Contingent Obligations in connection with any development and construction by a Joint Venture Subsidiary of the Borrower described in clause (c) of this definition, an amount equal to the product of (AA) the amount of such Contingent Obligation of such Joint Venture Subsidiary, multiplied by (BB) Borrower’s Share of such Joint Venture Subsidiary.

          “Development Property(ies)” means any Real Property Asset (or, in the case of any Real Property Asset being developed or redeveloped in phases, any phase thereof) under construction or redevelopment (which shall be deemed to include the property commonly known as the Verizon Building in New York City) owned by Borrower, EOPT, any Consolidated Subsidiary or any Investment Affiliate for less than six (6) complete Fiscal Quarters after the earlier to occur of (a) the twelve (12) month anniversary of substantial completion (which shall be deemed to be the date of the issuance of a certificate of occupancy for the applicable Property) occurs, and (b) the last day of the Fiscal Quarter in which the applicable Property achieves an occupancy rate of not less than 93%.

          “Development Property Value” means an amount equal to the greater of (x) the aggregate amount of the most recent quarter’s EBITDA with respect to such Development Property (or Borrower’s Share thereof with respect to any Development Property owned by an Investment Affiliate) multiplied by four, less $0.20 (or, in the case of Development Properties owned by an Investment Affiliate, Borrower’s Share of $0.20) per square foot for occupied space for replacement reserves, divided by a 7.00% capitalization rate for CBD Properties and an 8.25% capitalization rate for non-CBD Properties, and (y) the undepreciated book value, determined in accordance with GAAP of such Development Property (or Borrower’s Share thereof with respect to any Development Property owned by an Investment Affiliate).

          “Documentation Agents” means each of The Bank of Nova Scotia, LaSalle Bank National Association, The Royal Bank of Scotland plc, U.S. Bank National Association, and Wachovia Bank, National Association, in their capacity as Documentation Agents hereunder, and its permitted successors in such capacity in accordance with the terms of this Agreement.

          “Dollar Commitment” means with respect to each Bank, the amount set forth under the name of such Bank on the signature pages hereof as its commitment for Loans in Dollars (and, for each Bank which is an Assignee, the amount set forth in the Transfer Supplement entered into pursuant to Section 9.6(c) as the Assignee’s Commitment), as such amount may be reduced from time to time pursuant to Section 2.11(e) or in connection with an assignment to an Assignee, and as such amount may be increased in connection with an assignment from an Assignor. The initial aggregate amount of the Banks’ Dollar Commitments is $2,100,000,000.

          “Dollar Equivalent Amount” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternate Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the Fronting Bank, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent revaluation date pursuant to Section 2.19) for the purchase of Dollars with such Alternate Currency.

          “Dollar Sublimit” means, an amount of Loans and Letters of Credit denominated in Dollars equal to Two Billion One Hundred Million Dollars ($2,100,000,000), as the same may be decreased in accordance with the provisions of this Agreement.

          “Dollars” and “$” mean the lawful money of the United States.

          “Domestic Lending Office” means, as to each Bank, its office located at its address in the United States set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Domestic Lending Office) or such other office as such Bank may hereafter designate as its Domestic Lending Office by notice to the Borrower and the Administrative Agent.

          “EBITDA” means, for any period (i) Net Income for such period, plus (ii) depreciation and amortization expense and other non-cash items deducted in the calculation of Net Income for such period, plus (iii) Interest Expense deducted in the calculation of Net Income for such period, plus (iv) Taxes (net of any Taxes actually paid to, or withheld by, any foreign jurisdiction with respect to any Real Property Asset located outside of the United States) deducted in the calculation of Net Income for such period, plus (v) Borrower’s Share of the Investment Affiliate EBITDA for each Investment Affiliate, minus (vi) the gains (and plus the losses) from extraordinary items or asset sales or write-ups or forgiveness of indebtedness included (or deducted) in the calculation of Net Income for such period, all of the foregoing without duplication.

          “Environmental Affiliate” means any partnership, joint venture, trust or corporation in which an equity interest is owned directly or indirectly by the Borrower and, as a result of the ownership of such equity interest, Borrower may have recourse liability for Environmental Claims against such partnership, joint venture, trust or corporation (or the property thereof).

          “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 of such Person for investigatory costs, cleanup costs, governmental response costs, natural resources damage, property damages, personal injuries, fines or penalties arising out of, based on or resulting from (i) the presence, or release into the environment, of any Materials 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 (with respect to both (i) and (ii) above) as to which there is a reasonable possibility of an adverse determination with respect thereto and which, if adversely determined, would have a Material Adverse Effect.

          “Environmental Laws” means any and all federal, state, and local statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, 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 Materials of Environmental Concern 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 Materials of Environmental Concern or the clean up or other remediation thereof.

          “EOPT” means Equity Office Properties Trust, a Maryland real estate investment trust, the sole managing general partner of the Borrower.

          “EOPT Guaranty” means the Guaranty of Payment, dated as of even date herewith, executed by and between EOPT and Administrative Agent for the benefit of the Banks.

          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute.

          “ERISA Group” means the Borrower, any Subsidiary, EOPT and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control and all members of an “affiliated service group” which, together with the Borrower, any Subsidiary or EOPT, are treated as a single employer under Section 414 of the Code or Section 4001(b)(1) of ERISA.

          “Euro-Dollar Borrowing” has the meaning set forth in Section 1.3.

          “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.

          “Euro-Dollar Loan” means a Committed Loan made by a Bank as a Euro-Dollar Loan in accordance with the applicable Notice of Borrowing.

          “Euro-Dollar Rate” means, for any applicable Interest Period for any Euro-Dollar Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar or the applicable Alternate Currency, as the case may be, deposits (for delivery on the first day of such Interest Period) with a term equivalent such Interest Period. If such rate is not available at such time for any reason, the “Euro-Dollar Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Euro-Dollar Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

          “Euro-Dollar Reserve Percentage” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Euro-Dollar Rate for each outstanding Euro-Dollar Loan shall be adjusted automatically as of the effective date of any change in the Euro-Dollar Reserve Percentage.

          “Event of Default” has the meaning set forth in Section 6.1.

          “Existing Revolving Credit Facility” shall mean the revolving credit facility evidenced by that certain Revolving Credit Agreement, dated as of August 4, 2005, by and among the Borrower and the banks and agents listed therein, providing for a revolving loan facility in the amount of $1,250,000,000.

          “Extension Date” has the meaning set forth in Subsection 2.10(b) hereof.

          “Extension Fee” shall mean a fee in an amount equal to ten basis points (0.10%) due and payable on the aggregate amount of the Commitments on the date the Maturity Date is extended pursuant to the terms of Subsection 2.10(b) hereof.

          “Extension Notice” has the meaning set forth in Subsection 2.10(b) hereof.

          “Extension Option” has the meaning set forth in Subsection 2.10(b) hereof.

          “Federal Funds Rate” means, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) 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 on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

          “Federal Reserve Board” means the Board of Governors of the Federal Reserve System as constituted from time to time.

          “Financing Partnerships” means any Subsidiary which is wholly-owned, directly or indirectly, by Borrower or by Borrower and EOPT.

          “Fiscal Quarter” means a fiscal quarter of a Fiscal Year.

          “Fiscal Year” means the fiscal year of Borrower and EOPT.

          “Fitch” means Fitch, Inc., or any successor thereto.

          “Fixed Charges” for any Fiscal Quarter period means the sum of (i) Debt Service for such period, (ii) dividends on preferred units payable by Borrower for such period, and (iii) distributions made by Borrower in such period to EOPT for the purpose of paying dividends on preferred shares in EOPT.

          “Fixed Rate Borrowing” has the meaning set forth in Section 1.3.

          “Fixed Rate Indebtedness” means all Indebtedness which accrues interest at a fixed rate.

          “Floating Rate Indebtedness” means all Indebtedness which is not Fixed Rate Indebtedness and which is not a Contingent Obligation or an Unused Commitment.

          “Fronting Bank” shall mean Bank of America, N.A., JPMorgan Chase Bank, N.A. or such other Bank which has notified the Administrative Agent that it is willing to be a Fronting Bank and which is designated by Borrower in its Notice of Borrowing as the Bank which shall issue a Letter of Credit with respect to such Notice of Borrowing.

          “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 the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.

          “Governmental Authority” means any nation or government, any federal, state, local or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

          “Group of Loans” means, at any time, a group of Loans consisting of (i) all Committed Loans which are Base Rate Loans at such time, or (ii) all Euro-Dollar Loans in the same currency having the same Interest Period at such time; provided that, if a Committed Loan of any particular Bank is converted to or made as a Base Rate Loan pursuant to Section 8.2 or 8.5, 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.

          “IBOR Auction” means a solicitation of Money Market Quotes setting forth Money Market Margins based on the Euro-Dollar Rate pursuant to Section 2.4.

          “Indebtedness” as applied to any Person (and without duplication), means (a) all indebtedness, obligations or other liabilities of such Person for borrowed money, (b) all indebtedness, obligations or other liabilities of such Person evidenced by Securities or other similar instruments, (c) all Contingent Obligations of such Person, (d) all reimbursement obligations and other liabilities of such Person with respect to letters of credit or banker’s acceptances issued for such Person’s account or other similar instruments for which a contingent liability exists, (e) all obligations of such Person to pay the deferred purchase price of Property or services, (f) all obligations in respect of Capital Leases (including, without limitation, ground leases to the extent such ground leases constitute Capital Leases) of such Person, (g) all indebtedness obligations or other liabilities of such Person or others secured by a Lien on any asset of such Person, whether or not such indebtedness, obligations or liabilities are assumed by, or are a personal liability of such Person, (h) all indebtedness, obligations or other liabilities (other than interest expense liability) in respect of Interest Rate Contracts and foreign currency exchange agreements (other than Interest Rate Contracts purchased to hedge Indebtedness), to the extent such liabilities are material and are reported or are required under GAAP to be reported by such Person in its financial statements, (i) ERISA obligations currently due and payable and (j) all other items which, in accordance with GAAP, would be included as liabilities on the liability side of the balance sheet of such Person; exclusive, however, of all dividends and distributions declared but not yet paid.

          “Indemnitee” has the meaning set forth in Section 9.3(b).

          “Initial Funding Date” means the date initial Loans are made in accordance with the provisions of Section 3.1 hereof.

          “Interest Expense” means, for any period and without duplication, total interest expense, whether paid, accrued or capitalized of Borrower, on a consolidated basis determined in accordance with GAAP, plus Borrower’s Share of accrued, paid or capitalized interest with respect to any Balance Sheet Indebtedness of Investment Affiliates (in each case, including, without limitation, the interest component of Capital Leases but excluding interest expense covered by an interest reserve established under a loan facility such as capitalized construction interest provided for in a construction loan and excluding yield maintenance or prepayment premiums or fees).

          “Interest Period” means: (1) with respect to each Euro-Dollar Borrowing, the period commencing on the date of such Borrowing specified in the Notice of Borrowing or on the date specified in the applicable Notice of Interest Rate Election and ending 7, 14, 30, 60, 90, or 180 days thereafter (or any other period less than 180 days with the reasonable approval of the Administrative Agent, unless any Bank has previously advised Administrative Agent and Borrower that it is unable to enter into Euro-Dollar Rate contracts for an Interest Period of the same duration), as the Borrower may elect in the applicable Notice of Borrowing or Notice of Interest Rate Election; provided that:

     (a) any Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

     (b) any Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and

     (c) no Interest Period may end later than the Maturity Date.

(2) Intentionally omitted .

(3) with respect to each Money Market IBOR Loan, the period commencing on the date of borrowing specified in the applicable Money Market Quote Request and ending such number of months thereafter as the Borrower may elect in accordance with Section 2.4; provided that:

     (a) any Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

     (b) any Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (c) below, end on the last Business Day of a calendar month; and

     (c) no Interest Period may end later than the Maturity Date.

(4) with respect to each Money Market Absolute Rate Loan, the period commencing on the date of borrowing specified in the applicable Money Market Quote Request and ending such number of days thereafter (but not less than 14 days or more than 180 days) as the Borrower may elect in accordance with Section 2.4; provided that:

     (a) any Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day; and

     (b) no Interest Period may end later than the Maturity Date.

          “Interest Rate Contracts” means, collectively, interest rate swap, collar, cap or similar agreements providing interest rate protection.

          “Intracompany Indebtedness” means Indebtedness whose obligor and obligee are each the Borrower, EOPT or a Consolidated Subsidiary.

          “Investment Affiliate” means any Person in whom EOPT or Borrower holds an equity interest, directly or indirectly, whose financial results are not consolidated under GAAP with the financial results of EOPT or Borrower on the consolidated financial statements of EOPT and Borrower.

          “Investment Affiliate EBITDA” means, for any period (i) the net earnings (or loss) of an Investment Affiliate for such period calculated in conformity with GAAP, plus (ii) depreciation and amortization expense and other non-cash items of such Investment Affiliate deducted in the calculation of such net earnings (or loss) for such period, plus (iii) total interest expense, whether paid, accrued or capitalized, of such Investment Affiliate deducted in the calculation of such net earnings (or loss) for such period, plus (iv) Taxes of such Investment Affiliate deducted in the calculation of such net earnings (or loss) for such period, minus (v) the gains (and plus the losses) from extraordinary items or asset sales or write-ups or forgiveness of indebtedness included (or deducted) in the calculation of Investment Affiliate Net Income for such period, all of the foregoing without duplication.

          “Investment Mortgages” means mortgages securing indebtedness with respect to Office Properties and Parking Properties directly or indirectly owed to Borrower or any of its Subsidiaries, including, without limitation, certificates of interest in real estate mortgage investment conduits.

          “Invitation for Money Market Quotes” has the meaning set forth in Section 2.4(c).

          “Joint Venture Interests” means partnership, joint venture interests, membership or other equity issued by any Person which is an Investment Affiliate that is not a Subsidiary.

          “Joint Venture Parent” means Borrower or one or more Financing Partnerships of Borrower which directly owns any interest in a Joint Venture Subsidiary.

          “Joint Venture Subsidiary” means any entity (other than a Financing Partnership) in which (i) a Joint Venture Parent owns at least 20% of the economic interests and (ii) the sale or financing of any Property owned by such Joint Venture Subsidiary is substantially controlled by a Joint Venture Parent, subject to customary provisions set forth in the organizational documents of such Joint Venture Subsidiary with respect to refinancings or rights of first refusal granted to other members of such Joint Venture Subsidiary. For purposes of the preceding sentence, the sale or financing of a Property owned by a Joint Venture Subsidiary shall be deemed to be substantially controlled by a Joint Venture Parent if such Joint Venture Parent has the ability to exercise a buy-sell right in the event of a disagreement regarding the sale or financing of such Property. In addition, the relationship of a Joint Venture Parent as a tenant in common in any asset with other tenants in common in the same asset shall be treated as if such relationship were a general partnership for purposes of this definition. In addition, for purposes of the definitions of “Unencumbered Asset Value”, a Joint Venture Subsidiary shall be deemed to include any entity (other than a Financing Partnership) in which a Qualified Joint Venture Partner owns the balance of the interests.

          “Letter of Credit” has the meaning provided in Section 2.2(b).

          “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 Documents” has the meaning provided in Section 2.16.

          “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.

          “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, in each case that has the effect of creating a security interest, in respect of such asset. For the purposes of this Agreement, the Borrower or any Consolidated 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 Base Rate Loan, a Euro-Dollar Loan, a Money Market Loan or a Swingline Loan and “Loans” means Base Rate Loans, Euro-Dollar Loans, Money Market Loans or Swingline Loans or any combination of the foregoing.

          “Loan Documents” means this Agreement, the Notes, the EOPT Guaranty, each Qualified Borrower Guaranty, and the Letter of Credit Documents.

          “Loan Effective Date” has the meaning set forth in Section 8.3 hereof.

          “Majority Banks” means at any time Banks having at least 51% of the aggregate amount of the Commitments or, if the Commitments shall have been terminated, holding Notes evidencing at least 51% of the aggregate unpaid principal amount of the Loans (provided, that in the case of Swingline Loans, the amount of each Bank’s funded participation interest in such Swingline Loans shall be considered for purposes hereof as if it were a direct loan and not a participation interest, and the aggregate amount of Swingline Loans owing to the Swingline Lender shall be considered for purposes hereof as reduced by the amount of such funded participation interests).

          “Management/Development Fee Value” means an amount equal to the quotient of all third party management and development fee income for any period, divided by a 20% capitalization rate.

          “Managing Agents” means Eurohypo AG, New York Branch and PNC Bank, National Association in their capacity as Managing Agents hereunder.

          “Mandatory Borrowing” has the meaning set forth in Section 2.3(b)(iii).

          “Material Adverse Effect” means an effect resulting from any circumstance or event or series of circumstances or events, of whatever nature (but excluding general economic conditions), which does or could reasonably be expected to, materially and adversely (i) impair the ability of EOPT, the Borrower and their Consolidated Subsidiaries, taken as a whole, to perform their respective obligations under the Loan Documents, or (ii) the ability of Administrative Agent or the Banks to enforce the Loan Documents.

          “Material Plan” means at any time a Plan or Plans having aggregate unfunded liabilities in excess of $5,000,000.

          “Materials of Environmental Concern” means all substances defined as Hazardous Substances, Oils, Pollutants or Contaminants in the National Oil and Hazardous Substances Pollution Contingency Plan, 40 C.F.R. § 300.5, toxic mold, or defined as such by, or regulated as such under, any Environmental Law.

          “Maturity Date” shall mean the date when all of the Obligations hereunder shall be due and payable which shall be September 22, 2010, unless accelerated pursuant to the terms hereof or extended pursuant to Section 2.10(b) hereof.

          “Money Market Absolute Rate” has the meaning set forth in Section 2.4(d)(2).

          “Money Market Absolute Rate Loan” means a loan in Dollars made by a Bank pursuant to an Absolute Rate Auction.

          “Money Market Borrowing” has the meaning set forth in Section 1.3.

          “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 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 IBOR 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 IBOR Loan” means a loan in Dollars made by a Bank pursuant to a IBOR Auction (including, without limitation, such a loan bearing interest at the Base Rate pursuant to Article VIII).

          “Money Market Loan” means a Money Market IBOR Loan or a Money Market Absolute Rate Loan.

          “Money Market Margin” has the meaning set forth in Section 2.4(d)(2).

          “Money Market Quote” means an offer by a Bank to make a Money Market Loan in accordance with Section 2.4.

          “Money Market Quote Request” has the meaning set forth in Section 2.4(b).

          “Moody’s” means Moody’s Investors Services, Inc. or any successor thereto.

          “Multiemployer Plan” means at any time an employee pension benefit 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 at any time after September 25, 1980 made contributions or has been required to make contributions (for these purposes any Person which ceased to be a member of the ERISA Group after September 25, 1980 will be treated as a member of the ERISA Group).

          “Negative Pledge” means, with respect to any Property, any covenant, condition, or other restriction entered into by the owner of such Property or directly binding on such Property which prohibits or limits the creation or assumption of any Lien upon such Property to secure any or all of the Obligations; provided, however, that such term shall not include (a) any covenant, condition or restriction contained in any ground lease from a Governmental Authority, and (b) any financial covenant (such as a limitation on secured indebtedness) given for the benefit of any Person that may be violated by the granting of any Lien on any Property to secure any or all of the Obligations.

          “Net Income” means, for any period, the net earnings (or loss) after Taxes of any Person, on a consolidated basis, before the deduction of minority interests and before the deduction of payment of any preferred dividends, for such period calculated in conformity with GAAP.

          “Net Price” means, with respect to any Acquisition Property, without duplication, the undepreciated and unamortized book value, determined in accordance with GAAP, of such Acquisition Property (or Borrower’s Share thereof with respect to any Acquisition Property owned by an Investment Affiliate).

          “Net Present Value” shall mean, as to a specified or ascertainable dollar amount, the present value, as of the date of calculation of any such amount using a discount rate equal to the Base Rate in effect as of the date of such calculation.

          “Non-Recourse Indebtedness” means Indebtedness with respect to which recourse for payment is limited to (i) a specific Property or Properties encumbered by a Lien securing such Indebtedness and/or another Person so long as there is no recourse to Borrower or EOPT or (ii) any Subsidiary (provided that if a Subsidiary is a partnership, there is no recourse to Borrower or EOPT as a general partner of such partnership); provided, however, that personal recourse of Borrower or EOPT for any such Indebtedness for fraud, misrepresentation, misapplication of cash, waste, environmental claims and liabilities and other circumstances customarily excluded by institutional lenders from exculpation provisions and/or included in separate indemnification agreements in non-recourse financing of real estate shall not, by itself, prevent such Indebtedness from being characterized as Non-Recourse Indebtedness. For purposes of the foregoing and for the avoidance of doubt, (a) if the Indebtedness is partially guaranteed by Borrower or EOPT, the portion of such Indebtedness that is not so guaranteed shall still be Non-Recourse Indebtedness if it otherwise satisfies the requirements of this definition, and (b) if the liability of Borrower or EOPT under any such guaranty is itself limited to a specific Property or Properties, then such Indebtedness shall still be Non-Recourse Indebtedness if such Indebtedness otherwise satisfies the requirements of this definition.

          “Nonrenewal Notice Date” has the meaning set forth in Section 2.16(c).

          “Notes” means the promissory notes of the Borrower or any Qualified Borrower, substantially in the form of Exhibit A, Exhibit A-1 and Exhibit A-2 hereto, evidencing the

obligation of the Borrower or any Qualified Borrower to repay the Loans, and “Note” means any one of such promissory notes issued hereunder.

          “Notice of Borrowing” means a notice from Borrower, signed by an Authorized Officer in accordance with Section 2.2 or Section 2.3(b)(i).

          “Notice of Interest Rate Election” has the meaning set forth in Section 2.7.

          “Obligations” means all obligations, liabilities, indemnity obligations and Indebtedness of every nature of the Borrower, from time to time owing to Administrative Agent or any Bank under or in connection with this Agreement or any other Loan Document.

          “Office Property” means any Property which constitutes primarily commercial office space other than a Parking Property.

          “Parking Property” means any Property which is primarily used for parking.

          “Parent” means, with respect to any Bank, any Person controlling such Bank.

          “Participant” has the meaning set forth in Section 9.6(b).

          “PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

          “Permitted Holdings” means Unimproved Assets, Development Activity, Joint Venture Interests, Investment Mortgages, Securities and Properties which constitute primarily warehouse distribution facilities, but only to the extent permitted in Section 5.8.

          “Permitted Liens” means:

     a. Liens for Taxes, assessments or other governmental charges not yet due and payable or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted in accordance with the terms hereof;

     b. statutory liens of carriers, warehousemen, mechanics, materialmen and other similar liens imposed by law, which are incurred in the ordinary course of business for sums not more than sixty (60) days delinquent or which are being contested in good faith in accordance with the terms hereof;

     c. deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance and other social security legislation or to secure liabilities to insurance carriers;

     d. utility deposits and other deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, purchase contracts, construction contracts, governmental contracts, statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

     e. Liens for purchase money obligations for equipment (or Liens to secure Indebtedness incurred within 90 days after the purchase of any equipment to pay all or a portion of the purchase price thereof or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment, or extensions, renewals, or replacements of any of the foregoing for the same or lesser amount); provided that (i) the Indebtedness secured by any such Lien does not exceed the purchase price of such equipment, (ii) any such Lien encumbers only the asset so purchased and the proceeds upon sale, disposition, loss or destruction thereof, and (iii) such Lien, after giving effect to the Indebtedness secured thereby, does not give rise to an Event of Default;

     f. easements, rights-of-way, zoning restrictions, other similar charges or encumbrances and all other items listed on Schedule B to Borrower’s owner’s title insurance policies, except in connection with any Indebtedness, for any of Borrower’s Real Property Assets, so long as the foregoing do not interfere in any material respect with the use or ordinary conduct of the business of Borrower and do not diminish in any material respect the value of the Property to which it is attached or for which it is listed;

     g. Liens and judgments (i) which have been or will be bonded (and the Lien on any cash or securities serving as security for such bond) or released of record within thirty (30) days after the date such Lien or judgment is entered or filed against EOPT, Borrower, or any Subsidiary, or (ii) which are being contested in good faith by appropriate proceedings for review and in which respect of which there shall have been secured a subsisting stay of execution pending such appeal or proceedings and with respect to which reasonable reserves have been established by EOPT, Borrower or such Subsidiary, as the case may be;

     h. Liens on Property of the Borrower or its Subsidiaries (other than Qualifying Unencumbered Property) securing Indebtedness which may be incurred or remain outstanding without resulting in an Event of Default hereunder; and

     i. Liens in favor of Borrower against any asset of any Financing Partnership or Joint Venture Subsidiaries.

          “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including, without limitation, a government or political subdivision or an agency or instrumentality thereof.

          “Plan” means at any time an employee pension benefit plan (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 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.

          “Prime Rate” means a rate set by Bank of America, N.A. based upon various factors including Bank of America, N.A.’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by the Bank serving as the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change.

          “principal financial center” means, when used in reference to an Alternate Currency, (a) in the case of British Pounds Sterling, London, England, (b) in the case of Euros, Frankfurt am Main, Germany, (c) in the case of Yen, Tokyo, Japan, and (d) in the case of Australian Dollars, Sydney, Australia.

          “Pro Rata Share” means, with respect to any Bank, as applicable, (a) a fraction (expressed as a percentage), the numerator of which shall be the amount of such Bank’s Dollar Commitment and the denominator of which shall be the aggregate amount of all of the Banks’ Dollar Commitments, (b) a fraction (expressed as a percentage), the numerator of which shall be the amount of such Bank’s Alternate Currency Commitment and the denominator of which shall be the aggregate amount of all of the applicable Banks’ Alternate Currency Commitments, or (c) a fraction (expressed as a percentage), the numerator of which shall be the sum of the amount of such Bank’s Alternate Currency Commitment and its Dollar Commitment and the denominator of which shall be the aggregate amount of all of the Banks’ Commitments, in each case as adjusted from time to time in accordance with the provisions of this Agreement.

          “Property” means, with respect to any Person, any real or personal property, building, facility, structure, equipment or unit, or other asset owned by such Person.

          “Qualified Borrower” means a foreign or domestic limited partnership, limited liability company or other business entity duly organized under the laws of its jurisdiction of formation of which the Borrower (or a Person that is owned and controlled by the Borrower) is the sole general partner or managing member, the Indebtedness of which, in all cases, can be guaranteed by the Borrower pursuant to the provisions of the Borrower’s organizational documents pursuant to the Qualified Borrower Guaranty, and with respect to which a Qualified Borrower Guaranty has been delivered.

          “Qualified Borrower Guaranty” means a full and unconditional guaranty of payment in the form of Exhibit H attached hereto, enforceable against Borrower for the payment of a Qualified Borrower’s debt or obligation to the Banks.

          “Qualified Institution” means a Bank, or one or more banks, finance companies, insurance or other financial institutions which (A) has (or, in the case of a bank or other financial institution which is a subsidiary, such bank’s or financial institution’s parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moody’s or a comparable rating by a rating agency acceptable to Administrative Agent and (B) has total assets in excess of Ten Billion Dollars ($10,000,000,000).

          “Qualified Joint Venture Partner” means (a) pension funds, insurance companies, banks, investment banks or similar institutional entities, each with significant experience in making investments in commercial real estate, and (b) commercial real estate companies of similar quality and experience.

          “Qualifying Unencumbered Property” means any Property (excluding Unimproved Assets) from time to time which (i) is an operating Office Property or Parking Property or constitutes primarily a warehouse distribution facility wholly-owned (directly or beneficially) by Borrower, a Financing Partnership or a Joint Venture Subsidiary, (ii) is not subject (nor are any equity interests in such Property that are owned directly or indirectly by Borrower, EOPT or any Joint Venture Parent subject) to a Lien which secures Indebtedness of any Person other than Permitted Liens, and (iii) is not subject (nor are any equity interests in such Property that are owned directly or indirectly by Borrower, EOPT or any Joint Venture Parent subject) to any Negative Pledge. In addition, in the case of any Property that is owned by a Subsidiary of Borrower and/or EOPT, no such Property shall constitute Qualifying Unencumbered Property during any period of time that such Subsidiary is in default beyond the expiration of any applicable grace or cure period in the payment of any Indebtedness of such Subsidiary for borrowed money (other than Indebtedness with respect to which recourse for payment is limited to (i) specific assets related to a particular Property or group of Properties encumbered by a Lien securing such Indebtedness, which Properties, in any event, do not constitute Qualifying Unencumbered Properties, or (ii) any subsidiary of such Subsidiary (provided that if such subsidiary of such Subsidiary is a partnership, there is no recourse to such Subsidiary as a general partner of such partnership); provided , however , that personal recourse of such Subsidiary for any such Indebtedness for fraud, misrepresentation, misapplication of cash, waste, environmental claims and liabilities and other circumstances customarily excluded by institutional lenders from exculpation provisions and/or included in separate indemnification agreements in non-recourse financing of real estate (each, a “ Recourse Carveout Event ”) shall not, by itself, cause such Indebtedness to be characterized as Indebtedness with respect to which recourse for payment is not limited as described in clauses (i) or (ii) above; unless, as a result of the occurrence of a Recourse Carveout Event, such Indebtedness becomes a recourse obligation of such Subsidiary).

          “Rating Agencies” means, collectively, S&P and Moody’s.

          “Real Property Assets” means as to any Person as of any time, the real property assets (including, without limitation, interests in participating mortgages in which such Person’s interest therein is characterized as equity according to GAAP) owned directly or indirectly by such Person at such time.

          “Recourse Debt” shall mean Indebtedness that is not Non-Recourse Indebtedness.

          “Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

          “REIT” means a real estate investment trust, as defined under Section 856 of the Code.

          “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

          “Secured Debt” means Indebtedness (but excluding Intracompany Indebtedness), the payment of which is secured by a Lien (other than a Permitted Lien, except for those Permitted Liens described in clauses (d) and (g) of the definition thereof) on any Property owned or leased by EOPT, Borrower, or any Consolidated Subsidiary plus Borrower’s Share of Indebtedness (but excluding Intracompany Indebtedness), the payment of which is secured by a Lien (other than a Permitted Lien, except for those Permitted Liens described in clauses (d) and (g) of the definition thereof) on any Property owned or leased by any Investment Affiliate.

          “Securities” means any stock, partnership interests, shares, shares of beneficial interest, voting trust certificates, bonds, debentures, notes or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities,” or any certificates of interest, shares, or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire any of the foregoing, but shall not include Joint Venture Interests, Investment Mortgages, any interest in any Subsidiary of EOPT or Borrower, any interest in a Taxable REIT Subsidiary, any Indebtedness which would not be required to be included on the liabilities side of the balance sheet of EOPT or Borrower in accordance with GAAP, any Cash or Cash Equivalents or any evidence of the Obligations.

          “Senior Managing Agents” means Citicorp North America Inc., Deutsche Bank AG, New York Branch, William Street Credit Corporation, Lehman Commercial Paper Inc., Merrill Lynch Bank USA, Mizuho Corporate Bank, Ltd., Morgan Stanley Bank, and UBS Loan Finance LLC in their capacity as Senior Managing Agents hereunder.

          “Sharing Event” means (i) the occurrence of an Event of Default with respect to the Borrower or EOPT under clauses (f) or (g) of Section 6.1,or (ii) the acceleration of the Loans pursuant to Article VI.

          “Solvent” means, with respect to any Person, that the fair saleable value of such Person’s assets exceeds the Indebtedness of such Person.

          “Spot Rate” means the rate determined by the Administrative Agent or the Fronting Bank, as applicable, to be the rate quoted by the Person acting in such capacity as the

spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the Fronting Bank shall obtain such spot rate from Reuters (or other commercially available source providing quotations of the spot rate as selected by Administrative Agent from time to time); and provided further that the Fronting Bank may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternate Currency.

          “Subsidiary” means any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Borrower or EOPT.

          “Swingline Borrowing” has the meaning set forth in Section 1.3.

          “Swingline Commitment” has the meaning set forth in Section 2.3(a).

          “Swingline Lender” means Bank of America, N.A., in its capacity as Swingline Lender hereunder, and its permitted successors in such capacity in accordance with the terms of this Agreement.

          “Swingline Loan” means a loan made by the Swingline Lender pursuant to Section 2.3.

          “Syndication Agent” means JPMorgan Chase Bank, N.A. in its capacity as syndication agent hereunder and its permitted successors in such capacity in accordance with the terms of this Agreement.

          “Taxes” means all federal, state, local and foreign income and gross receipts taxes.

          “Term” has the meaning set forth in Section 2.10(a).

          “Termination Event” shall mean (i) a “reportable event”, as such term is described in Section 4043 of ERISA (other than a “reportable event” not subject to the provision for 30-day notice to the PBGC), or an event described in Section 4062(e) of ERISA, (ii) the withdrawal by any member of the ERISA Group from a Multiemployer Plan during a plan year in which it is a “substantial employer” (as defined in Section 4001(a)(2) of ERISA), or the incurrence of liability by any member of the ERISA Group under Section 4064 of ERISA upon the termination of a Multiemployer Plan, (iii) the filing of a notice of intent to terminate any Plan under Section 4041 of ERISA, other than in a standard termination within the meaning of Section 4041 of ERISA, or the treatment of a Plan amendment as a distress termination under Section 4041 of ERISA, (iv) the institution by the PBGC of proceedings to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or cause a trustee to be appointed to

administer, any Plan or (v) any other event or condition that might reasonably constitute grounds for the termination of, or the appointment of a trustee to administer, any Plan or the imposition of any liability or encumbrance or Lien on the Real Property Assets or any member of the ERISA Group under ERISA or the Code.

          “Total Asset Value” means, with respect to Borrower and without duplication, (i) for any Properties (other than Unimproved Assets, Development Properties and Acquisition Properties) owned by Borrower, any Consolidated Subsidiary or Investment Affiliate which was not disposed of by Borrower, a Consolidated Subsidiary or an Investment Affiliate in the Fiscal Quarter most recently ended, exclusive of Properties, if any, that shall have produced a negative EBITDA for the applicable period, the quotient obtained by dividing (a) (x) EBITDA attributable to such Properties for the Fiscal Quarter most recently ended multiplied by four (4) less (y) $0.20 (or, in the case of Office Properties owned by an Investment Affiliate, Borrower’s Share of $0.20) per square foot of occupied office space within such Properties which are Office Properties, by (b) 0.070 for CBD Properties, or 0.0825 for non-CBD Properties, plus (ii) for any Acquisition Property which is owned by Borrower or a Consolidated Subsidiary, the Net Price of the Property, plus (iii) for any Acquisition Property which is owned by an Investment Affiliate, Borrower’s Share of the Net Price of the Property, plus (iv) the value of any Cash or Cash Equivalent owned by Borrower (including Cash or Cash equivalents in restricted Code Section 1031 accounts under the control of Borrower or any Consolidated Subsidiary and Borrower’s Share of any Cash or Cash equivalents in restricted Code Section 1031 accounts under the control of any Investment Affiliate), plus (v) the value of any Unimproved Assets and any other tangible assets of Borrower or its Consolidated Subsidiaries (including foreign currency exchange agreements, to the extent such agreements are material and are reported or are required under GAAP to be reported by the Borrower or its Consolidated Subsidiaries in their financial statements), as measured on a GAAP basis, plus (vi) Borrower’s Share of the value of any Unimproved Assets and any other tangible assets of any Investment Affiliate as measured on a GAAP basis, plus (vii) the Development Property Value of Development Properties of Borrower or its Consolidated Subsidiaries, plus (viii) the Borrower’s Share of the Development Property Value of Development Properties of any Investment Affiliate. Anything in the foregoing to the contrary notwithstanding, in the event that Borrower, a Consolidated Subsidiary or an Investment Affiliate disposes (for purposes of this definition of “Total Asset Value”, each, a “Disposition”) of (x) an interest in any Property (which was not acquired during the Fiscal Quarter most recently ended), (y) a direct or indirect interest in the owner of any such Property or (z) any such Property in such a manner that results in Borrower, a Consolidated Subsidiary or an Investment Affiliate holding an interest in such Property or the owner of such Property, then, for purposes of the foregoing calculation of Total Asset Value, such Property shall be treated as follows:

     (A) if, following a Disposition, the Property or an undivided interest in the Property is owned by Borrower or a Consolidated Subsidiary, then such Property or undivided interest shall be treated as if Borrower or such Consolidated Subsidiary had owned such Property or such undivided interest in the Property for the entire Fiscal Quarter most recently ended;

     (B) if, following a Disposition, the Property or an undivided interest in the Property is owned by an Investment Affiliate, then such Property or undivided interest shall be treated as if such Investment Affiliate had owned such Property or undivided interest for the entire Fiscal Quarter most recently ended; and

          (C) and no such Property or undivided interest therein will be treated as having been disposed of or acquired in such Fiscal Quarter.

  “Total Debt” means, as of the date of determination and without duplication, all Balance Sheet Indebtedness of Borrower, on a consolidated basis, plus Borrower’s Share of all Balance Sheet Indebtedness of Investment Affiliates.

  “Unencumbered Asset Value” means the sum of (i) all Cash and Cash Equivalents of the Borrower, all Financing Partnerships and Joint Venture Subsidiaries which are not subject to any pledge, negative pledge, encumbrance, hypothecation or other restriction (provided that in the case of Cash and Cash Equivalents of any Joint Venture Subsidiary which is not a Consolidated Subsidiary, the amount of Cash and Cash Equivalents attributable to such Joint Venture Subsidiary shall be reduced to a percentage equal to the Borrower’s percentage ownership interest (whether direct or indirect) in such Joint Venture Subsidiary) (including Cash or Cash equivalents in restricted Code Section 1031 accounts under the control of Borrower or any Consolidated Subsidiary and Borrower’s Share of any Cash or Cash equivalents in restricted Code Section 1031 accounts under the control of any Investment Affiliate), plus (ii) for any Qualifying Unencumbered Properties which were neither Acquisition Properties nor disposed of by Borrower, a Financing Partnership or a Joint Venture Subsidiary in the Fiscal Quarter most recently ended, exclusive of Qualifying Unencumbered Properties, if any, that shall have produced a negative EBITDA for the applicable period, the quotient of (a) (x) the aggregate EBITDA for such Fiscal Quarter attributable to such Qualifying Unencumbered Properties for the Fiscal Quarter most recently ended multiplied by four (4) less (y) $0.20 (or, in the case of Qualifying Unencumbered Properties owned by an Investment Affiliate, Borrower’s Share of $0.20) per square foot of occupied office space within such Qualifying Unencumbered Properties which are Office Properties, and less (z) in the case of any Qualifying Unencumbered Property located outside of the United States, an amount equal to the applicable withholding taxes imposed by any foreign jurisdiction applicable to the EBITDA attributable to any such Qualifying Unencumbered Property for the applicable period, divided by (b) .070 for CBD Properties, or 0.0825 for non-CBD Properties, plus (iii) for all Acquisition Properties that are Qualifying Unencumbered Properties, the aggregate Net Price of such Qualifying Unencumbered Properties, plus (iv) the book value, determined in accordance with GAAP, of Unimproved Assets, readily marketable securities and mortgage receivables, plus the Development Property Value of any Qualifying Unencumbered Properties which are Development Properties, plus the Management/Development Fee Value of any third party management and development fees; provided , however , that, unless otherwise approved by the Majority Banks, (aa) in the event any such Qualifying Unencumbered Property is owned by a Joint Venture Subsidiary which is not a Consolidated Subsidiary, the amount of the EBITDA attributable to such Qualifying Unencumbered Property for purposes of clause (i) above and the Net Price of such Qualifying Unencum bered

Property for the purposes of clause (iii) above shall be reduced to a percentage equal to the Borrower’s percentage ownership interest (whether direct or indirect) in such Joint Venture Subsidiary, (bb) the portion of the aggregate amount of the Unencumbered Asset Value attributable to Qualifying Unencumbered Properties that are Qualifying Unencumbered Properties owned by Joint Venture Subsidiaries (after first taking into account the adjustment provided in clause (aa) of this proviso) which would cause such aggregate amount to exceed thirty-five percent (35%) of the total Unencumbered Asset Value at such time (after making all adjustments required by this proviso) will be disregarded in determining Unencumbered Asset Value, (cc) the portion of the amount of the Unencumbered Asset Value attributable to all Qualifying Unencumbered Property located outside of the United States (after first taking into account the adjustment provided in clause (aa) of this proviso) which would cause such amount to exceed fifteen percent (15%) of the total Unencumbered Asset Value at such time (after making all adjustments required by this proviso) will be disregarded in determining Unencumbered Asset Value, (dd) the portion of the amount of the Unencumbered Asset Value attributable to Unimproved Assets, readily marketable securities and mortgage receivables, the Development Property Value of any Qualifying Unencumbered Properties which are Development Properties, plus the Management/Development Fee Value of any third party management and development fees which would cause such amount to exceed thirty percent (30%) of the total Unencumbered Asset Value at such time (after making all adjustments required by this proviso) will be disregarded in determining Unencumbered Asset Value, and (ee) the portion of the amount of the Unencumbered Asset Value attributable to the Management/Development Fee Value of any third party management and development fees which would cause such amount to exceed five percent (5%) of the total Unencumbered Asset Value at such time (after making all adjustments required by this proviso) will be disregarded in determining Unencumbered Asset Value. Anything in the foregoing to the contrary notwithstanding, in the event that Borrower, a Financing Partnership or a Joint Venture Subsidiary disposes (for purposes of this definition of “Unencumbered Asset Value”, each, a “Disposition”) of (x) an interest in any Qualified Unencumbered Property (which was not acquired during the Fiscal Quarter most recently ended), (y) a direct or indirect interest in the owner of any such Property or (z) any such Property in such a manner that results in Borrower holding a direct or indirect interest in such Property or the owner of such Property, then, for purposes of the foregoing calculation of Unencumbered Asset Value, such Property shall be treated as follows:

     (A) if, following a Disposition, an undivided interest in the Property is owned by Borrower or a Financing Partnership, then such undivided interest shall be treated as if Borrower or such Financing Partnership had owned such undivided interest in the Property for the entire Fiscal Quarter most recently ended;

     (B) if, following a Disposition, the Property or an undivided interest in the Property is owned by a Joint Venture Subsidiary, then such Property or undivided interest shall be treated as if such Joint Venture Subsidiary had owned such Property for the entire Fiscal Quarter most recently ended; and

     (C) and no such Property or undivided interest therein will be treated as having been disposed of or acquired in such Fiscal Quarter.

          “Unimproved Assets” means Real Property Assets (or, in the case of any Real Property Assets to be developed in phases, any phase thereof) containing no material improvements other than infrastructure improvements such as roads, utility feeder lines and the like.

          “United States” means the United States of America, including the fifty states and the District of Columbia.

          “Unsecured Debt” means the amount of Indebtedness (excluding Intracompany Indebtedness) for borrowed money of EOPT Borrower and any Financing Partnership which is not Secured Debt, including, without limitation, the amount of all then outstanding Loans, plus, for the purpose of calculating the ratio of outstanding Unsecured Debt to Unencumbered Asset Value, an amount equal to the Borrower’s percentage ownership interest (whether direct or indirect) in each Joint Venture Subsidiary which is not a Consolidated Subsidiary times any Indebtedness (excluding Intracompany Indebtedness) for borrowed money of such Joint Venture Subsidiary which is not Secured Debt.

          “Unused Commitments” shall mean 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 Borrower or another Person or otherwise pursuant to any loan document, written instrument or otherwise.

          SECTION 1.2. Accounting 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 Borrower and its Consolidated Subsidiaries delivered to the Administrative Agent; provided that for purposes of references to the financial results and information of “EOPT, on a consolidated basis,” EOPT shall be deemed to own one hundred percent (100%) of the partnership interests in Borrower; and provided further that, if the Borrower notifies the Administrative Agent 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 Majority 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 reasonably satisfactory to the Borrower and the Majority Banks.

          SECTION 1.3. Types of Borrowings . The term “Borrowing” denotes the aggregation of Loans of one or more Banks to be made to the Borrower pursuant to Article 2 on

the same date, all of which Loans are of the same type (subject to Article 8) and, except in the case of Base Rate Loans and Swingline Loans, have the same initial Interest Period. Borrowings are classified for purposes of this Agreement either by reference to the pricing of Loans comprising such Borrowing ( e.g. , a “Fixed Rate Borrowing” is a Euro-Dollar Borrowing or a Money Market Borrowing (excluding any such Borrowing consisting of Money Market IBOR Loans bearing interest at the Base Rate pursuant to Article VIII), and a “Euro-Dollar Borrowing” is a Borrowing comprised of Euro-Dollar Loans) and an “Alternate Currency Borrowing” is a Borrowing comprised of Euro-Dollar Loans denominated in an Alternate Currency) or by reference to the provisions of Article 2 under which participation therein is determined ( i.e. , a “Committed Borrowing” is a Borrowing under Section 2.1 in which all Banks participate in proportion to their Commitments, while a “Money Market Borrowing” is a Borrowing under Section 2.4 in which a Bank’s share is determined on the basis of its bid in accordance therewith, and a “Swingline Borrowing” is a Borrowing under Section 2.3 in which only the Swingline Lender participates (subject to the provisions of said Section 2.3)).

ARTICLE II

THE CREDITS

          SECTION 2.1. Commitments to Lend . Each Bank severally agrees, on the terms and conditions set forth in this Agreement, (a) to make Loans to the Borrower and to the Qualified Borrowers pursuant to this Article from time to time during the term hereof in amounts such that the aggregate principal amount of Committed Loans by such Bank at any one time outstanding plus such Bank’s Pro Rata Share of Swingline Loans outstanding at such time together with such Bank’s pro rata share of the Letter of Credit Usage at such time shall not exceed the Dollar Equivalent Amount of its Commitment, and (b) in furtherance and clarification of the foregoing, as to Banks with an Alternate Currency Commitment only, to participate in Alternate Currency Letters of Credit issued by the Fronting Bank on behalf of Borrower or the Qualified Borrowers pursuant to this Article and to make Euro-Dollar Loans to Borrower and to the Qualified Borrowers denominated in any Alternate Currency (provided (i) such Alternate Currency is readily available to such Banks and is freely transferable and convertible to Dollars, and (ii) the Reuters Monitor Money Rates Service (or any successor thereto) reports a London Interbank Offered Rate for such Alternate Currency relating to the applicable Interest Period, in an aggregate principal Dollar Equivalent Amount not to exceed such Bank’s Alternate Currency Commitment. Each Borrowing outstanding under this Section 2.1 shall be in an aggregate principal Dollar Equivalent Amount of $5,000,000, or an integral multiple of the Dollar Equivalent Amount of $100,000 in excess thereof (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.2(b), or in any amount required to reimburse the Fronting Bank for any drawing under any Letter of Credit or to repay the Swingline Lender the amount of any Swingline Loan) and, other than with respect to Money Market Loans and Swingline Loans, shall be made from the several Banks ratably in proportion to their respective Commitments. In no event shall (i) the aggregate Dollar Equivalent Amount of Loans outstanding at any time, plus outstanding Dollar Equivalent Amount of the Letter of Credit

Usage, exceed $2,500,000,000, the “ Facility Amount ”), or (ii) the aggregate amount of Loans denominated in an Alternate Currency plus the outstanding Letter of Credit Usage for Alternate Currency Letters of Credit exceed the Alternate Currency Sublimit, with, in the case of both clauses (i) and (ii), Loans denominated in Alternate Currencies and Letter of Credit Usage for Alternate Currency Letters of Credit being marked to market monthly on the last Business Day of each month. Notwithstanding any other provision of this Agreement to the contrary, each Borrowing denominated in Dollars shall be deemed to use the Dollar Commitments to the extent the Dollar Sublimit would not be exceeded thereby, and to use the Alternate Currency Commitments if such Alternate Currency Commitments are available in the event that the Dollar Commitments would be so exceeded. Subject to the limitations set forth herein, any amounts repaid may be reborrowed.

          SECTION 2.2. Notice of Borrowing . (a) With respect to any Committed Borrowing, the Borrower shall give Administrative Agent notice not later than 11:00 a.m. (Dallas, Texas time) (w) one Business Day before each Base Rate Borrowing, or (x) three Business Days before each Euro-Dollar Borrowing denominated in Dollars, or (y) four (4) Business Days before each Euro-Dollar Borrowing denominated in an Alternate Currency (Euro or Pounds Sterling only), or (z) five (5) Business Days before each Euro-Dollar Borrowing denominated in an Alternate Currency (Yen or Australian Dollars only), specifying:

     (i) the date of such Borrowing, which shall be a Business Day in the case of a Base Rate Borrowing or a Business Day in the case of a Euro-Dollar Borrowing,

     (ii) the aggregate amount of such Borrowing,

     (iii) whether the Loans comprising such Borrowing are to be Base Rate Loans or Euro-Dollar Loans, and if Euro-Dollar Loans are requested other than in Dollars, the type and amount of the Alternate Currency being requested,

     (iv) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period,

     (v) if such Borrowing is to be made by a Qualified Borrower, the identity of the Qualified Borrower, and

     (vi) payment instructions for the delivery of such Borrowing.

          (b) Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice, signed by an Authorized Officer, in the event that it desires to have Letters of Credit (each, a “ Letter of Credit ”) issued, or to have Letters of Credit issued on behalf of a Subsidiary, hereunder no later than 10:00 a.m., Dallas, Texas time, at least four (4) Business Days (or five (5) Business Days in the case of a Letter of Credit denominated in Yen or Australian Dollars) prior to the date of such issuance. Each such notice shall be on the applicable application form (together with such reasonable changes as may be requested by Borrower) of the

pertinent Fronting Bank, and shall specify (i) if Alternate Currency is requested, the type of the Alternate Currency being requested, (ii) the designated Fronting Bank, (iii) the aggregate amount of the requested Letters of Credit (which in no event shall be less than the Dollar Equivalent Amount of $50,000), (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 Business Day), (v) the name and address of the beneficiary, (vi) the expiration date of the Letter of Credit, which shall not be later than the first anniversary of the date of issuance (which in no event shall be later than twelve (12) months after the Maturity Date), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). 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, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Business Day thereafter by facsimile. Notwithstanding anything contained herein to the contrary, the Borrower shall complete and deliver to the Fronting Bank any required documentation in connection with any requested Letter of Credit no later than two (2) Business Days prior to the issuance thereof. No later than 10:00 a.m., Dallas, Texas time, on the date that is four (4) Business Days prior to the date of issuance (or five (5) Business Days in the case of a Letter of Credit denominated in Yen or Australian Dollars), 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 Fronting Bank to make a payment under the Letter of Credit; provided , that 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. In determining whether to pay on such Letter of Credit, the 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 2.3. Swingline Loan Subfacility .

          (a) Swingline Commitment . Subject to the terms and conditions of this Section 2.3, the Swingline Lender, in its individual capacity, agrees to make certain revolving credit loans to the Borrower (each a “ Swingline Loan ” and, collectively, the “ Swingline Loans ”) from time to time during the term hereof; provided , however , that the aggregate amount of Swingline Loans outstanding at any time shall not exceed the lesser of (i) TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000), and (ii) the aggregate Commitments less all Loans then outstanding and Letter of Credit Usage (the “ Swingline Commitment ”). Subject to the limitations set forth herein, any amounts repaid in respect of Swingline Loans may be reborrowed.

          (b) Swingline Borrowings .

               (i)  Notice of Borrowing . With respect to any Swingline Borrowing, the Borrower shall give the Swingline Lender and the Administrative Agent notice in writing which is received by the Swingline Lender and Administrative Agent not later than 1:00 p.m. (Dallas, Texas time) on the proposed date of such Swingline Borrowing (and confirmed by telephone by such time), specifying (A) that a Swingline Borrowing is being requested, (B) the amount of such Swingline Borrowing, (C) the proposed date of such Swingline Borrowing, which shall be a Business Day and (D) stating that no Default or Event of Default has occurred and is continuing both before and after giving effect to such Swingline Borrowing. Such notice shall be irrevocable.

               (ii)  Minimum Amounts . Each Swingline Borrowing shall be in a minimum principal amount of $1,000,000, or an integral multiple of $100,000 in excess thereof.

               (iii)  Repayment of Swingline Loans . Each Swingline Loan shall be due and payable on the earliest of (A) 5 Business Days from the date of the applicable Swingline Borrowing, or (B) the Maturity Date. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Committed Borrowing, such Swingline Loans shall first be repaid from the proceeds of such Committed Borrowing prior to the disbursement of the same to the Borrower. If, and to the extent, a Committed Borrowing is not requested prior to the Maturity Date or the end of the 5 Business Day period after a Swingline Borrowing or such Swingline Borrowing has not been repaid, the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loans in the amount of such Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender. In addition, the Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent, demand repayment of its Swingline Loans by way of a Committed Borrowing, in which case the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loans in the amount of such Swingline Loans then outstanding, the proceeds of which shall be used to repay such Swingline Loans to the Swingline Lender. Any Committed Borrowing which is deemed requested by the Borrower in accordance with this Section 2.3(b)(iii) is hereinafter referred to as a “ Mandatory Borrowing ”. Each Bank hereby irrevocably agrees to make Committed Loans promptly upon receipt of notice from the Swingline Lender of any such deemed request for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentences and on the date such notice is received by such Bank (or the next Business Day if such notice is received after 12:00 P.M. (Dallas, Texas time)) notwithstanding (I) the amount of the Mandatory Borrowing may not comply with the minimum amount of Committed Borrowings otherwise required hereunder, (II) whether any conditions specified in Section 3.2 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure of any such deemed request for a Committed Borrowing to be made by the time otherwise required in Section 2.1, (V) the date of such Mandatory Borrowing (provided that such date must be a Business Day), or (VI) any termination of the Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided , however , that no Bank shall be obligated to make Committed

Loans in respect of a Mandatory Borrowing if a Default or an Event of Default then exists and the applicable Swingline Loan was made by the Swingline Lender without receipt of a written Notice of Borrowing in the form specified in subclause (i) above or after Administrative Agent has delivered a notice of Default or Event of Default which has not been rescinded.

               (iv)  Purchase of Participations . In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payment received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Bank to share in such Swingline Loans ratably based upon its Pro Rata Share (determined before giving effect to any termination of the Commitments pursuant to Section 6.2), provided that (A) all interest payable on the Swingline Loans with respect to any participation shall be for the account of the Swingline Lender until but excluding the day upon which the Mandatory Borrowing would otherwise have occurred, and (B) in the event of a delay between the day upon which the Mandatory Borrowing would otherwise have occurred and the time any purchase of a participation pursuant to this sentence is actually made, the purchasing Bank shall be required to pay to the Swingline Lender interest on the principal amount of such participation for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to the Federal Funds Rate, for the two (2) Business Days after the date the Mandatory Borrowing would otherwise have occurred, and thereafter at a rate equal to the Base Rate. Notwithstanding the foregoing, no Bank shall be obligated to purchase a participation in any Swingline Loan if a Default or an Event of Default then exists and such Swingline Loan was made by the Swingline Lender without receipt of a written Notice of Borrowing in the form specified in subclause (i) above or after Administrative Agent has delivered a notice of Default or Event of Default which has not been rescinded.

               (c)  Interest Rate . Each Swingline Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Swingline Loan is made until the date it is repaid, at a rate per annum equal to the Federal Funds Rate plus the Applicable Margin for Euro-Dollar Loans for such day.

               SECTION 2.4. Money Market Borrowings .

               (a) The Money Market Option . From time to time during the Term, and provided that at such time the Borrower maintains a Credit Rating of at least BBB- or Baa3 from S&P or Moody’s, the Borrower may, as set forth in this Section 2.4, request the Banks during the Term to make offers to make Money Market Loans to the Borrower, not to exceed, at such time, the lesser of (i) fifty percent (50%) of the aggregate Commitments, and (ii) the aggregate Commitments less all Loans (excluding any Loans or any portion thereof to be repaid from the proceeds of such Money Market Loans) and Letter of Credit Usage. Subject to the provisions of

this Agreement, the Borrower may repay any outstanding Money Market Loan on any day which is a Business Day and any amounts so repaid may be reborrowed, up to the amount available under this Section 2.4 at the time of such Borrowing, until the Business Day next preceding the Maturity Date. The 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 2.4.

          (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 B hereto (a “ Money Market Quote Request ”) so as to be received not later than 11:00 A.M. (Dallas, Texas time) on (x) the fifth Business Day prior to the date of Borrowing proposed therein, in the case of a IBOR Auction or (y) the Business Day immediately 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 the Banks not later than the date of the Money Market Quote Request for the first IBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying:

     (i) the proposed date of Borrowing, which shall be a Business Day in the case of a IBOR Auction or a Business Day in the case of an Absolute Rate Auction,

     (ii) the aggregate amount of such Borrowing, which shall be $5,000,000 or a larger multiple of $100,000,

     (iii) the duration of the Interest Period applicable thereto (which shall not be less than 14 days or more than 180 days), subject to the provisions of the definition of Interest Period,

     (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate, and

     (v) the aggregate amount of all Money Market Loans then outstanding.

The Borrower may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. In no event may Borrower give a Money Market Quote Request within ten (10) days of the giving 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 Banks by telex or facsimile transmission an “Invitation for Money Market Quotes” substantially in the form of Exhibit C hereto, which shall constitute an invitation by the Borrower to each 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.

          (d) Submission and Contents of Money Market Quotes .

          1. Each 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 Quotes. 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) 2:00 P.M. (Dallas, Texas time) on the fourth Business Day prior to the proposed date of Borrowing, in the case of a IBOR Auction or (y) 9:30 A.M. (Dallas, Texas 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 IBOR Auction or Absolute Rate 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 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 (x) one hour prior to the deadline for the other Banks, in the case of an IBOR Auction or (y) one hour prior to the deadline for the other Banks, in the case of an Absolute Rate Auction. Subject to Articles 3 and 6, 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.

          2. Each Money Market Quote shall be in substantially the form of Exhibit D hereto and shall in any case specify:

     (i) the proposed date of Borrowing,

     (ii) 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 Commitment of the quoting Bank, (x) must be $5,000,000 or a larger multiple of $100,000, (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 Bank may be accepted,

     (iii) the Interest Period(s) with respect to which each such offer is being made,

     (iv) in the case of an IBOR Auction, the margin above or below the applicable Euro-Dollar 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,

     (v) 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

     (vi) the identity of the quoting Bank.

A Money Market Quote may set forth up to five separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Money Market Quotes.

          3. Any Money Market Quote shall be disregarded if it:

     (i) is not substantially in conformity with Exhibit D hereto or does not specify all of the information required by subsection (d)(2) above;

     (ii) contains qualifying, conditional or similar language (except for an aggregate limitation as provided in subsection (d)(2)(ii) above);

     (iii) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or

     (iv) arrives after the time set forth in subsection (d)(1).

          (e) Notice to Borrower . The Administrative Agent shall promptly (and in any event within one (1) Business Day after receipt thereof) notify the Borrower in writing of the terms (x) of any Money Market Quote submitted by a Bank that is in accordance with subsection (d) and (y) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such 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 or modifies the terms of such previous Money Market Quote to provide terms more favorable to Borrower. 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 10:00 A.M. (Dallas, Texas time) on (x) the third Business Day prior to the proposed date of Borrowing, in the case of an IBOR 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 Banks not later than the date of the Money Market Quote Request for the first IBOR 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:

     1. the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request;

     2. the principal amount of each Money Market Borrowing must be $5,000,000 or a larger multiple of $100,000;

     3. 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

     4. the Borrower may not accept any offer that is described in subsection (d)(3) or that otherwise fails to comply with the requirements of this Agreement.

          (g)  Allocation by Agent . If offers are made by two or more 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 $100,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. The Administrative Agent shall promptly (and in any event within one (1) Business Day after such offers are accepted) notify the Borrower and each such Bank in writing of any such allocation of Money Market Loans. Determinations by the Administrative Agent of the allocation of Money Market Loans shall be conclusive in the absence of manifest error.

          (h) Notwithstanding anything to the contrary contained herein, each Bank shall be required to fund its Pro Rata Share of Committed Loans in accordance with Section 2.1 hereof despite the fact that any Bank’s Commitment may have been or may be exceeded as a result of such Bank’s making of Money Market Loans.

          SECTION 2.5. Notice to Banks; Funding of Loans .

          (a) Upon receipt of a Notice of Borrowing from Borrower in accordance with Section 2.2 hereof, the Administrative Agent shall, on the date such Notice of Borrowing is received by the Administrative Agent, notify each applicable Bank of the contents thereof and of such Bank’s share of such Borrowing, of the interest rate determined pursuant thereto and the Interest Period(s) (if different from those requested by the Borrower) and such Notice of Borrowing shall not thereafter be revocable by the Borrower, unless Borrower shall pay any applicable expenses pursuant to Section 2.13.

          (b) Not later than 1:00 p.m. (Dallas, Texas time or, in the case of any Alternate Currency Borrowing, local time to the principal financial center of the Alternate

Currency in question) on the date of each Committed Borrowing (including without limitation each Mandatory Borrowing) as indicated in the applicable Notice of Borrowing, each Bank shall (except as provided in subsection (d) of this Section) make available its share of such Committed Borrowing in Federal funds or the applicable Alternate Currency immediately available in Dallas, Texas (or, in the case of any Alternate Currency Borrowing, the principal financial center of the Alternate Currency in question), to the Administrative Agent at its address referred to in Section 9.1. If the Borrower has requested the issuance of a Letter of Credit, no later than 12:00 Noon (Dallas, Texas time) on the date of such issuance as indicated in the notice delivered pursuant to Section 2.2(b), the Fronting Bank shall issue such Letter of Credit in the amount so requested and deliver the same to the Borrower or to the applicable Qualified Borrower or, at the instruction of the Borrower or the applicable Qualified Borrower, to the beneficiary thereof, with a copy thereof to the Administrative Agent. Immediately upon the issuance of each Letter of Credit by the Fronting Bank, such Fronting Bank shall be deemed to have sold and transferred to each other Bank with a Dollar Commitment or Alternate Currency Commitment, as applicable, and each such other Bank shall be deemed, and hereby agrees, to have irrevocably and unconditionally purchased and received from the 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 Bank’s ratable share thereof (based upon the ratio its Dollar Commitment or Alternate Currency Commitment, as applicable, bears to the aggregate of all Dollar Commitments or Alternate Currency Commitments, as applicable). Upon any change in any of the Commitments in accordance herewith, there shall be an automatic adjustment to such participations to reflect such changed shares. The 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 Bank to fund its ratable share of any such draw. The Administrative Agent will instruct the Fronting Bank to make such Letter of Credit available to the Borrower or to the Qualified Borrower, as the case may be, and the Fronting Bank shall make such Letter of Credit available to the Borrower or the applicable Qualified Borrower, or at Borrower’s instruction, to the beneficiary thereof at the Borrower’s aforesaid address or at such address in the United States as Borrower or the applicable Qualified Borrower shall request on the date of the Borrowing or, in the case of an Alternate Currency Letter of Credit, at such address in Europe, the United Kingdom, Japan, Australia or the United States as the Borrower or the applicable Qualified Borrower shall request on the date of the Borrowing.

          (c) Not later than 3:00 p.m. (Dallas, Texas time) on the date of each Swingline Borrowing as indicated in the applicable Notice of Borrowing, the Swingline Lender shall make available such Swingline Borrowing in Federal funds immediately available in Dallas, Texas, to the Administrative Agent at its address referred to in Section 9.1.

          (d) Unless the Administrative Agent shall have received notice from a Bank prior to the time 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 of this Section 2.5 and the Administrative Agent may, in reliance upon such

assumption, but shall not be obligated to, make available to the Borrower on such date a corresponding amount on behalf of such Bank. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank agrees 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 the rate of interest applicable to such Borrowing hereunder. 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. If such Bank shall not pay to Administrative Agent such corresponding amount after reasonable attempts are made by Administrative Agent to collect such amounts from such Bank, Borrower agrees to repay or cause the applicable Qualified Borrower to repay, to Administrative Agent forthwith on demand such corresponding amounts together with interest thereto, for each day from the date such amount is made available to Borrower or such Qualified Borrower until the date such amount is repaid to Administrative Agent, at the interest rate applicable thereto one (1) Business Day after demand. Nothing contained in this Section 2.5(d) shall be deemed to reduce the Commitment of any Bank or in any way affect the rights of Borrower with respect to any defaulting Bank or Administrative Agent. The failure of any Bank to make available to the Administrative Agent such Bank’s share of any Borrowing in accordance with Section 2.5(b) hereof shall not relieve any other Bank of its obligations to fund its Commitment, in accordance with the provisions hereof.

          (e) Subject to the provisions hereof, the Administrative Agent shall make available each Borrowing to Borrower in Federal funds or to the Borrower or the applicable Qualified Borrower the applicable Alternate Currency immediately available in accordance with, and on the date set forth in, the applicable Notice of Borrowing.

          SECTION 2.6. Notes .

          (a) The Loans of each Bank shall be evidenced by a single Note made by each Borrower (including any Qualified Borrower) payable to the order of such Bank for the account of its Applicable Lending Office.

          (b) Each Bank may, by notice to the Borrower and the Administrative Agent, request that its Loans of a particular type (including, without limitation, Swingline Loans and Money Market Loans) be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Upon the execution and delivery of any such Note, any existing Note payable to such Bank shall be replaced or modified accordingly. 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 pursuant to Section 3.1(a), 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 or Qualified Borrower with respect thereto, and may, if such Bank so elects in connection with any transfer or enforcement of its Note, endorse on the appropriate schedule 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 or applicable Qualified Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower and each Qualified Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such schedule as and when required.

          (d) The Committed Loans shall mature, and the principal amount thereof shall be due and payable, on the Maturity Date. The Swingline Loans shall mature, and the principal amount thereof shall be due and payable, in accordance with Section 2.3(b)(iii).

          (e) Each Money Market Loan included in any Money Market Borrowing shall mature, and the principal amount thereof shall be due and payable, together with accrued interest thereon, on the earlier to occur of (i) last day of the Interest Period applicable to such Borrowing or (ii) the Maturity Date.

          (f) There shall be no more than twenty (20) Euro-Dollar Groups of Loans and Money Market Loans outstanding at any one time, of which no more than five (5) Euro-Dollar Groups of Loans may be Alternative Currency Loans with Interest Periods of less than 30 days.

          SECTION 2.7. Method of Electing Interest Rates .

          (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower or Qualified Borrower, as the case may be, in the applicable Notice of Borrowing or as otherwise provided in Section 2.3 with respect to Mandatory Borrowings. Thereafter, the Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified 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 or Qualified Borrower may elect to convert all or any portion of such Loans to Euro-Dollar Loans as of any Business Day;

               (ii) if such Loans are Euro-Dollar Loans (a) denominated in Dollars, the Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified Borrower) may elect to convert all or any portion of such Loans to Base Rate Loans and/or elect to continue all or any portion of such Loans as Euro-Dollar Loans for an additional Interest Period or additional Interest Periods, or (b) denominated in an Alternate Currency, the

Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified Borrower) may elect to continue all or any portion of such Loans as Euro-Dollar Loans for an additional Interest Period or additional Interest Periods, in each case effective on the last day of the then current Interest Period applicable to such Loans, or on such other date designated by Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified Borrower) in the Notice of Interest Rate Election provided Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified Borrower) shall pay any losses pursuant to Section 2.13.

Each such election shall be made by delivering a notice (a “ Notice of Interest Rate Election ”), signed by an Authorized Officer, to the Administrative Agent at least three (3) Business Days before the conversion or continuation selected in such notice 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 the Dollar Equivalent Amount of $500,000 or any larger multiple of the Dollar Equivalent Amount of $100,000, (iii) there shall be no more than twenty (20) Euro-Dollar Groups of Loans and Money Market Loans outstanding at any time, of which no more than five (5) Euro-Dollar Groups of Loans may be Alternative Currency Loans with Interest Periods of less than 30 days, (iv) no Committed Loan may be continued as, or converted into, a Euro-Dollar Loan when any Event of Default has occurred and is continuing, and (v) no Interest Period shall extend beyond the 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 Euro-Dollar Loans, the duration of the initial Interest Period applicable thereto; and

               (iv) if such Loans are to be continued as Euro-Dollar 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 or Qualified Borrower pursuant to subsection (a) above, the Administrative Agent shall notify each Bank the same day as it receives such Notice of Interest Rate Election of the contents thereof, the

interest rates determined pursuant thereto and the Interest Periods (if different from those requested by the Borrower or Qualified Borrower) and such notice shall not thereafter be revocable by the Borrower or the applicable Qualified Borrower. If the Borrower or Qualified Borrower fails to deliver a timely Notice of Interest Rate Election to the Administrative Agent for any Group of Euro-Dollar Loans, such Loans shall be converted into Base Rate Loans or, in the case of Euro-Dollar Loans denominated in an Alternate Currency, continued as a Euro-Dollar Loan with an Interest Period of 30 days, on the last day of the then current Interest Period applicable thereto.

          SECTION 2.8. Interest 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 the date it is repaid or converted into a Euro-Dollar Loan pursuant to Section 2.7, at a rate per annum equal to the Base Rate plus the Applicable Margin for Base Rate Loans for such day.

          (b) Each Euro-Dollar 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 Loans for such day plus the Euro-Dollar Rate applicable to such Interest Period.

          (c) Subject to Section 8.1, each Money Market IBOR 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 Euro-Dollar Rate for such Interest Period (determined in accordance with Section 2.8(b) as if the related Money Market IBOR Borrowing were a Euro-Dollar Borrowing) plus (or minus) the Money Market Margin quoted by the Bank making such Loan in accordance with Section 2.4. 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 Bank making such Loan in accordance with Section 2.4. Any overdue principal of or interest on any Money Market Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the Base Rate until such failure shall become an Event of Default and thereafter at a rate per annum equal to the sum of 2% plus the Base Rate for such day.

          (d) 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 applicable law, overdue interest in respect of all Loans, shall bear interest at the annual rate equal to the sum of the Base Rate and two percent (2%) (the “ Default Rate ”).

          (e) 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 demonstrable error.

          (f) Intentionally Omitted.

          (g) Interest on all Loans (other than Base Rate Loans) shall be payable on the last Business Day of each applicable Interest Period (provided that in the event any Interest Period ends on the date which is 60, 90 or 180 days after the date on which any Interest Period commences, interest on all Loans (other than Base Rate Loans) shall be payable on the first Business Day of each calendar month during such Interest Period and on the last day of such Interest Period) and interest on Base Rate Loans shall be payable on the first Business Day of each calendar month.

          SECTION 2.9. Fees .

          (a) Facility Fee . For the period beginning on the Closing Date and ending on the date the Obligations are paid in full and this Agreement is terminated (the “Facility Fee Period”), the Borrower shall pay to the Administrative Agent for the account of the Banks ratably in proportion to their respective Commitments, a facility fee on the aggregate Commitments at the Applicable Fee Percentage. The facility fee or, if applicable, the unused fee, shall be payable in arrears on each January 1, April 1, July 1 and October 1 during the Facility Fee Period.

          (b) Letter of Credit Fee . During the Term, the Borrower shall pay, or shall cause the applicable Qualified Borrowers to pay, to the Administrative Agent, for the account of the Banks in proportion to their interests in respect of issued and undrawn 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 then percentage per annum of the Applicable Margin, less .10%, with respect to Euro-Dollar Loans, on the daily average of such issued and undrawn Letters of Credit, which fee shall be payable quarterly, in arrears, on each January 1, April 1, July 1 and October 1 during the Term and for the period after the Maturity Date (not to exceed 12 months) during which any Letter of Credit shall continue to be outstanding in accordance with the provisions of this Agreement, and on the Maturity Date. 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 average of such issued and undrawn Letters of Credit.

          (c) Fronting Bank Fee . The Borrower or the applicable Qualified Borrower shall pay any Fronting Bank, for its own account, a fee (a “ Fronting Bank Fee ”) at a rate per annum equal to the greater of (x) .10% of the issued and undrawn amount of the Letters of Credit issued by such Fronting Bank and (y) $500 per Letter 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 Term, and on the Maturity Date. In addition, Borrower shall pay directly to the Fronting Bank for its own account, the customary processing fees, charges and expenses of the Fronting Bank in connection with the issuance, administration or extension of letters of credit as from time to time in effect.

          (d) Fees Non-Refundable . All fees set forth in this Section 2.9 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, the Syndication Agent and the Banks regardless of whether any Loans are actually made.

          SECTION 2.10. Maturity Date; Extension .

          (a) The term (the “ Term ”) of the Commitments (and each Bank’s obligations to make Loans hereunder) shall terminate and expire on the Maturity Date, subject, however, to the provisions of Subsection 2.10(b) hereof. Upon the date of the termination of the Term, any Loans then outstanding (together with accrued interest thereon) and all other Obligations other than with respect to Letters of Credit, shall be due and payable on such date.

          (b) Borrower shall have one option (the “ Extension Option ”) to extend the Maturity Date, for an additional twelve (12) month period, upon the following terms and conditions: (i) delivery by Borrower of written notice thereof to the Administrative Agent (the “ Extension Notice ”) on or before the date which is not more than one hundred twenty (120) days nor less than thirty (30) days prior to the current Maturity Date (which Extension Notice, the Administrative Agent shall promptly deliver to the Banks); (ii) no Default or Event of Default shall have occurred and be continuing both on the date Borrower delivers the Extension Notice to the Administrative Agent and on the first day of the extension period (the “ Extension Date ”); (iii) each of the representations and warranties of Borrower and each Qualified Borrower contained in this Agreement (other than representations and warranties which expressly speak of a different date) shall be true and correct in all material respects on and as of the Extension Date; and (iv) Borrower shall pay to the Administrative Agent, for the account of the Banks, on the Extension Date, the Extension Fee. Borrower’s delivery of the Extension Notice shall be irrevocable.

          (c) Upon the date of the termination of the Term, any Loans then outstanding (together with accrued interest thereon and all other Obligations) shall be due and payable on such date and Borrower shall comply with the provisions of Section 2.18, if applicable.

          SECTION 2.11. Optional Prepayments .

          (a) The Borrower may, upon at least one (1) Business Day’s notice to the Administrative Agent, prepay any Group of Base Rate Loans or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.1, in whole at any time, or from time to time in part in amounts aggregating One Million Dollars ($1,000,000) or any larger multiple of One Hundred Thousand Dollars ($100,000), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. The Borrower may, from time to time on any Business Day so long as prior notice is given to the Administrative Agent and Swingline Lender no later than 1:00 p.m. (Dallas, Texas time) on the day on which Borrower intends to make such prepayment, prepay any Swingline Loans in whole or in part in amounts

aggregating $100,000 or a higher integral multiple of $100,000 (or, if less, the aggregate outstanding principal amount of all Swingline Loans then outstanding) by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment no later than 2:00 p.m. (Dallas, Texas time) on such day. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks (or the Swingline Lender in the case of Swingline Loans) included in such Group or Borrowing.

          (b) The Borrower may, upon at least one (1) Business Days’ notice to the Administrative Agent, prepay all or any portion of any Euro-Dollar Loan as of the last day of the Interest Period applicable thereto. Except as provided in Article 8 and except with respect to any Euro-Dollar Loan which has been converted to a Base Rate Loan pursuant to Section 8.2, 8.3 or 8.4 hereof, the Borrower may not prepay all or any portion of the principal amount of any Euro-Dollar Loan prior to the end of the Interest Period applicable thereto unless the Borrower shall also pay any applicable expenses pursuant to Section 2.13. In addition, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the end of the Interest Period applicable thereto without the consent of all applicable Designated Lenders and Banks. Any such prepayment shall be upon at least three (3) Business Days notice to the Administrative Agent. 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 Banks included in any Group of Euro-Dollar Loans, except that any Euro-Dollar Loan which has been converted to a Base Rate Loan pursuant to Section 8.2, 8.3 or 8.4 hereof may be prepaid without ratable payment of the other Loans in such Group of Loans which have not been so converted.

          (c) The Borrower may, upon at least one (1) Business Day’s notice to the Administrative Agent (by 11:00 a.m Dallas, Texas time or local time to the principal financial center of the Alternate Currency in question, as applicable, on such Business Day), reimburse the Administrative Agent for the benefit of the Fronting Bank for the amount of any drawing under a Letter of Credit in whole or in part in any amount.

          (d) The Borrower may at any time return, or cause to be returned, any undrawn Letter of Credit to the Fronting Bank in whole, but not in part, and the Fronting Bank within three (3) Business Days shall give the Administrative Agent and each of the Banks notice of such return.

          (e) The Borrower may at any time and from time to time cancel all or any part of the Dollar Commitments or the Alternate Currency Commitments in Dollar Equivalent Amounts aggregating Ten Million Dollars ($10,000,000) or any larger multiple of Dollar Equivalent Amounts equal to One Hundred Thousand Dollars ($100,000), by the delivery to the Administrative Agent of a notice of cancellation, signed by an Authorized Officer, which notice shall specify the amount of Dollar Commitments and/or Alternate Currency Commitments being cancelled, within the applicable time periods set forth in Sections 2.11(a) and (b) if there are Loans then outstanding or, if there are no Loans outstanding at such time as to which the Commitments with respect thereto are being canceled, upon at least three (3) Business Days’ notice to the Administrative Agent, whereupon, in either event, all or such portion of the

Commitments, as applicable, shall terminate as to the applicable Banks, pro rata on the date set forth in such notice of cancellation, and, if there are any Loans then outstanding, Borrower shall prepay, as applicable, all or such portion of Loans outstanding on such date in accordance with the requirements of Section 2.11(a) and (b), Borrower shall be permitted to designate in its notice of cancellation which Loans, if any, are to be prepaid. In no event shall the Borrower be permitted to cancel Commitments, if, after giving effect to such cancellation and any related payments as well as any returns by Borrower or at Borrower’s direction of any Letters of Credit to the Fronting Bank, the amount of the Loans plus Letter of Credit Usage exceeds the Commitments, as so reduced. A reduction of the Commitments pursuant to this Section 2.11(e) shall not effect a reduction in the Swingline Commitment (unless so elected by the Borrower) until the aggregate Commitments have been reduced to an amount equal to or less than the Swingline Commitment.

          (f) Any amounts so prepaid pursuant to Section 2.11(a) or (b) may be reborrowed. In the event Borrower elects to cancel all or any portion of the Commitments and the Swingline Commitment pursuant to Section 2.11(e) hereof, such amounts may not be reborrowed.

          SECTION 2.12. General Provisions as to Payments .

          (a) The Borrower or Qualified Borrower, as the case may be, shall make each payment of principal of and interest on the Loans and of fees hereunder, not later than 11:00 a.m. (Dallas, Texas time or local time to the principal financial center of the Alternate Currency in question, as applicable) on the date when due, in Federal or other funds immediately available in Dallas, Texas, or, in the case of any Alternate Currency Loans, in the applicable Alternate Currency immediately available in the principal financial center of the Alternate Currency in question, to the Administrative Agent at its address referred to in Section 9.1, in each case without defense, setoff or counterclaim. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share (or applicable share with respect to Money Market Loans) of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 12:00 Noon (Dallas, Texas time or local time to the principal financial center of the Alternate Currency in question, as applicable) on any Business Day, and Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such Business Day, Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or Swingline 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 Euro-Dollar 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.

Whenever any payment of principal of, or interest on, the Money Market 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. 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.

          (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 or Qualified Borrower, as the case may be, will not make such payment in full, the Administrative Agent may assume that the Borrower or Qualified Borrower, as the case may be, 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 or Qualified Borrower, as the case may be, 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.

          SECTION 2.13. Funding Losses . If the Borrower or a Qualified Borrower, as the case may be, makes any payment of principal with respect to any Euro-Dollar Loan or Money Market IBOR Loan (pursuant to Article II, VI or VIII or otherwise) on any day other than the last day of the Interest Period applicable thereto, or if the Borrower or a Qualified Borrower, as the case may be, fails to borrow any Euro-Dollar Loans or Money Market IBOR Loans after notice has been given to any Bank in accordance with Section 2.5(a) or 2.4(f), as applicable, or if Borrower or a Qualified Borrower, as the case may be, shall deliver a Notice of Interest Rate Election specifying that a Euro-Dollar Loan shall be converted on a date other than the first (1st) day of the then current Interest Period applicable thereto, the Borrower shall reimburse each Bank within 15 days after certification of such Bank of such loss or expense (which shall be delivered by each such Bank to Administrative Agent for delivery to Borrower) for any resulting loss or expense incurred by it (or by an existing Participant in the related Loan), 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 Administrative Agent and Administrative Agent shall have delivered to the Borrower a certification as to the amount of such loss or expense, which certification shall set forth in reasonable detail the basis for and calculation of such loss or expense and shall be conclusive in the absence of demonstrable error.

          SECTION 2.14. Computation of Interest and Fees . All interest based on the Euro-Dollar Rate (other than with respect to Loans denominated in Pounds Sterling) and all 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). All interest based on the Prime Rate and all interest on Loans denominated in Pounds Sterling shall be computed on the basis of a year of 365 days (or, in the case of interest based on the Prime Rate only, 366 days in a leap year) and paid for the actual number of days elapsed (including the first day but excluding the last day).

          SECTION 2.15. Use of Proceeds . The Borrower shall use, or shall cause any Qualified Borrower to use, the proceeds of the Loans for general corporate purposes, including, without limitation, the acquisition of real property to be used in the Borrower’s existing business and for general working capital needs of the Borrower; provided , however , that no Swingline Loan shall be used more than once for the purpose of refinancing another Swingline Loan, in whole or part.

          SECTION 2.16. Letters of Credit .

          (a) Subject to the terms contained in this Agreement and the other Loan Documents, upon the receipt of a notice in accordance with Section 2.2(b) requesting the issuance of a Letter of Credit, provided that the Fronting Bank shall not have received written notice from the Administrative Agent or the Borrower, not less than one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions set forth in Section 3.2 shall not have been satisfied, the Fronting Bank shall issue a Letter of Credit or Letters of Credit in such form as is reasonably acceptable to the Fronting Bank and Borrower or the Qualified Borrower (subject to the provisions of Section 2.2(b)) in an amount or amounts equal to the amount or amounts requested by the Borrower; provided that, in the case of (i) Alternate Currency Letter(s) of Credit, the Fronting Bank shall issue the same in the Alternate Currency requested and (ii) Dollar Letter(s) of Credit, the Fronting Bank shall issue the same in Dollars. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent Amount of the stated amount of such Letter of Credit in effect at such time.

          (b) The Letter of Credit Usage shall be no more than twenty-five percent (25%) of the aggregate Commitments (and in the case of Alternate Currency Letters of Credit, no more than the Dollar Equivalent Amount of $200,000,000), at any one time. Upon receipt of any notice in accordance with Section 2.2(b) requesting the issuance of a Letter of Credit, the Fronting Bank shall confirm with the Administrative Agent (by telephone or in writing) that the limitations set forth in this Section 2.16(b) shall not be violated.

          (c) If the Borrower so requests in any applicable Letter of Credit notice pursuant to Section 2.2(b), the Fronting Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “ Auto-Renewal Letter of Credit ”); provided that any such Auto-Renewal Letter of Credit must permit the Fronting Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than one (1) day (the “ Nonrenewal Notice Date ”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise required by the applicable Fronting Bank in its application form, the Borrower shall not be required to make a specific request to the Fronting Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Banks shall be deemed to have authorized (but may not require) the Fronting Bank to permit the renewal of such Letter of Credit at any time prior to an expiry date not later than thirty (30) days prior to the Maturity Date; provided , however , that the Fronting Bank shall

not permit any such renewal if (A) the Fronting Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is two Business Days before the Nonrenewal Notice Date from the Administrative Agent or the Borrower that one or more of the applicable conditions specified in Section 3.2 is not then satisfied.

          (d) In the event of any request for a drawing under any Letter of Credit by the beneficiary thereunder, the Fronting Bank shall notify the Borrower and the Administrative Agent (and the Administrative Agent shall notify each Bank thereof) on or before the date on which the Fronting Bank intends to honor such drawing, and, except as provided in this subsection (d), the Borrower shall reimburse the Fronting Bank, 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 Bank prior to 11:00 a.m. (Dallas, Texas time) on the Business Day immediately prior to the date of such drawing that the Borrower intends to reimburse the Fronting Bank for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.2 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing. Each Bank (other than the Fronting Bank) shall, in accordance with Section 2.5(b), make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Fronting Bank for the amount of such draw. Notwithstanding anything contained herein to the contrary, however, in the case of Alternate Currency Letters of Credit, Borrower or, if such Letter of Credit was issued on behalf of a Qualified Borrower, such Qualified Borrower (which obligations of such Qualified Borrower are guaranteed by Borrower pursuant to the Qualified Borrower Guaranty) shall reimburse any drawing thereunder in the Alternate Currency in which such Alternate Currency Letter(s) of Credit are denominated; provided , however , that if (x) any such drawing is made at a time when there exists an Event of Default or (y) Borrower shall not have notified the Administrative Agent and Fronting Bank prior to 11 a.m. (New York time) at least two (2) Business Days immediately prior to such drawing that Borrower intends to reimburse Fronting Bank in the applicable Alternate Currency, then, in either such case, such reimbursement shall instead be made by payment in Dollars of the Dollar Equivalent Amount of such drawing and in immediately available funds. In the event that any such Bank fails to make available to the Fronting Bank the amount of such Bank’s participation on the date of a drawing, the Fronting Bank shall be entitled to recover such amount on demand from such Bank together with interest at the Federal Funds Rate commencing on the date such drawing is honored, and the provisions of Section 9.16 shall otherwise apply to such failure.

          (e) 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 Bank (including the Fronting Bank) or (ii) impose on any Bank any other condition regarding this Agreement or such Bank (including the 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 the Fronting Bank or such Bank to be material, the cost to the Fronting Bank or any Bank of issuing or maintaining any Letter of Credit or participating therein, then the Borrower shall pay to the Fronting Bank or such Bank, within 15 days after written 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, such additional amounts as shall be required to compensate the Fronting Bank or such Bank for such increased costs or reduction in amounts received or receivable hereunder. 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 2.16 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 reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank shall fail to notify Borrower of any such event within 90 days following the end of the month during which such event occurred, then Borrower’s liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to the date upon which such Bank actually notified Borrower of the occurrence of such event. A certificate of any Bank claiming compensation under this Section 2.16 and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of demonstrable error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

          (f) The Borrower hereby agrees to protect, indemnify, pay and save the 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 the Fronting Bank may incur or be subject to as a result of (i) the issuance of the Letters of Credit, other than to the extent of the bad faith, gross negligence or willful misconduct of the Fronting Bank or (ii) the failure of the 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, including by reason of court order (collectively, “ Governmental Acts ”), other than to the extent of the bad faith, gross negligence or willful misconduct of the Fronting Bank. As between the Borrower and the Fronting Bank, the Borrower assumes all risks of the acts and omissions of any beneficiary with respect to its use, or misuses of, the Letters of Credit issued by the Fronting Bank. In furtherance and not in limitation of the foregoing, the Fronting Bank shall not 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, other than as a result of the bad faith, gross negligence or willful misconduct of the Fronting Bank; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any message, by mail, cable, telegraph, 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; or (viii) for any consequence (including, without limitation, consequential damages), arising from causes beyond the control of the Fronting Bank, including any Government Acts, in each case other than to the extent of the bad faith, gross negligence or willful misconduct of the Fronting Bank. None of the above shall affect, impair or prevent the vesting of the 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 the 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 the Fronting Bank under any resulting liability to the Borrower; provided that, notwithstanding anything in the foregoing to the contrary, the Fronting Bank will be liable to the Borrower for any damages suffered by the Borrower or its Subsidiaries as a result of the Fronting Bank’s grossly negligent or willful failure to pay under any Letter of Credit after the presentation to it of a sight draft and certificates strictly in compliance with the terms and conditions of the Letter of Credit.

          (g) If the 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 Bank shall pay to the Fronting Bank or the Administrative Agent, as the case may be, its pro rata share of such payment, but without interest thereon unless the 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 the Fronting Bank or the Administrative Agent is required to pay.

          (h) The Fronting Bank shall not be under any obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of the Fronting Bank, which policies such Fronting Bank shall apply equally to all borrowers similarly situated.

          SECTION 2.17. Letter 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;

          (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 the Fronting Bank shall not 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, the Fronting Bank or any Bank (other than a defense based on the bad faith, gross negligence or willful misconduct of the Administrative Agent, the Fronting Bank or such 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 the Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have been the result of the bad faith, gross negligence or willful misconduct of the Fronting Bank;

          (f) payment by the Fronting Bank against presentation of a draft or certificate that does not strictly comply with the terms of the Letter of Credit; provided , that such payment shall not have been the result of the bad faith, gross negligence or willful misconduct of the 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 bad faith, gross negligence or willful misconduct of the Fronting Bank.

          SECTION 2.18. Letters of Credit Maturing after the Maturity Date .

          (a) Notwithstanding anything contained herein to the contrary, if any Letters of Credit, by their terms, shall mature after the Maturity Date (as the same may be extended), then, on and after the Maturity Date, the provisions of this Agreement shall remain in full force and effect with respect to such Letters of Credit, and the Borrower shall comply with the provisions of Section 2.18(b). No Letter of Credit shall mature on a date that is more than twelve (12) months after the Maturity Date then in effect.

          (b) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same shall expire on a date after the Maturity Date, then, on the date that is five (5) Business Days prior to the Maturity Date, the Borrower shall pay to the Administrative Agent, on behalf of the Banks, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in the Letter of Credit Collateral Account, Letter of Credit Collateral in an amount equal to the Dollar Equivalent Amount of the Letter of Credit Usage under the Letters of Credit. The Administrative Agent shall recalculate the Dollar Equivalent Amount with respect to all Alternate Currency Letters of Credit monthly, as of the first Business Day of each month. Interest shall accrue on the Letter of Credit Collateral Account in accordance with the provisions of Section 6.4.

          SECTION 2.19. Mandatory Prepayments . The Administrative Agent shall calculate the Dollar Equivalent Amount of all Loans denominated in an Alternate Currency and Letter of Credit Usage of Alternate Currency Letters of Credit at the time of each Borrowing thereof and on the first Business Day of each month during each Interest Period longer than one month in duration. If at any such time (y) the Dollar Equivalent Amount of the sum of (i) all outstanding Loans denominated in an Alternate Currency, (ii) all outstanding Loans denominated in Dollars made against the Alternate Currency Commitment, (iii) the outstanding Dollar Equivalent Amount of the Letter of Credit Usage for Alternate Currency Letters of Credit, and (iv) the Letter of Credit Usage for Letters of Credit denominated in Dollar issued against the Alternate Currency Commitment, so determined by the Administrative Agent, in the aggregate, exceeds the Alternate Currency Sublimit, Borrower shall repay (and cause the applicable Qualified Borrowers to repay) all or a portion of such Loans, otherwise in accordance with the applicable terms of this Agreement, in such amount so that, following the making of such payment, the Dollar Equivalent Amount outstanding of such Loans and Letter of Credit Usage does not exceed the Alternate Currency Sublimit, or (z) the Dollar Equivalent Amount of the sum of (i) all outstanding Loans and (ii) the outstanding Dollar Equivalent Amount of the Letter of Credit Usage so determined by the Administrative Agent, in the aggregate, exceeds the Commitments, Borrower shall, in each case, repay (or cause the applicable Qualified Borrower to repay) all or a portion of the Loans, otherwise in accordance with the applicable terms of this Agreement, in such amount so that, following the making of such payment, the Dollar Equivalent Amount outstanding of Loans and Letter of Credit Usage does not exceed the Commitments.

          SECTION 2.20. Special Provisions Regarding Alternate Currency Loans .

          (a) Upon the occurrence of a Sharing Event, automatically (and without the taking of any action) (x) all then outstanding Euro-Dollar Loans denominated in an Alternate

Currency shall be automatically converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent Amount of the aggregate principal amount of the applicable Euro-Dollar Loans on the date such Sharing Event first occurred, which Loans denominated in Dollars (i) shall thereafter continue to be deemed to be Base Rate Loans and (ii) unless the Sharing Event resulted solely from a termination of the Commitments, shall be immediately due and payable on the date such Sharing Event has occurred) and (y) unless the Sharing Event resulted solely from a termination of the Commitments, all accrued and unpaid interest and other amounts owing with respect to such Loans shall be immediately due and payable in Dollars, taking the Dollar Equivalent Amount of such accrued and unpaid interest and other amounts.

          (b) Upon the occurrence of a Sharing Event, and after giving effect to any automatic conversion pursuant to Section 2.20(a), each Bank shall (and hereby unconditionally and irrevocably agrees to) purchase and sell (in each case in Dollars) undivided participating interests in all such Loans outstanding to, and any unpaid Letter of Credit Usage owing by, the Borrower in such amounts so that each Bank shall have a share of such outstanding Loans and unpaid Letter of Credit Usage then owing by the Borrower equal to its Pro Rata Share of the Commitments (although if because of fluctuations in currency exchange rates any Bank would be required to purchase such participations after giving effect to which such Bank’s allocated share of all Loans and Letter of Credit Usage (including participations therein purchased pursuant to this Section 2.20) would exceed the Dollar Equivalent Amount of such Bank’s Dollar Commitment and Alternate Currency Commitment, then such participations shall be in an amount after giving effect to which such Bank’s allocated share of all Loans and Letter of Credit Usage (including participations therein purchased pursuant to this Section 2.20) would equal the Dollar Equivalent Amount of such Bank’s Dollar Commitment and Alternate Currency Commitment. Upon any such occurrence, the Administrative Agent shall notify each Bank and shall specify the amount of dollars required from such Bank in order to effect the purchases and sales by the various Banks of participating interests in the amounts required above (together with accrued interest with respect to the period for the last interest payment date through the date of the Sharing Event plus any additional amounts payable by the Borrower pursuant to this Section 2.20 in respect of such accrued but unpaid interest); provided, in the event that a Sharing Event shall have occurred, each Bank shall be deemed to have purchased, automatically and without request, such participating interests. Promptly upon receipt of such request, each Bank shall deliver to the Administrative Agent (in immediately available funds in Dollars) the net amounts as specified by the Administrative Agent. The Administrative Agent shall promptly deliver the amounts so received to the various Banks in such amounts as are needed to effect the purchases and sales of participations as provided above. Promptly following receipt thereof, each Bank which has sold participations in any of its Loans (through the Administrative Agent) will deliver to each Bank (through the Administrative Agent) which has so purchased a participating interest a participation certificate dated the date of receipt of such funds and in such amount. It is understood that the amount of funds delivered by each Bank shall be calculated on a net basis, giving effect to both the sales and purchases of participations by the various Banks as required above.

          (c) Upon the occurrence of a Sharing Event (i) no further Loans shall be made, (ii) all amounts from time to time accruing with respect to, and all amounts from time to time payable on account of, any outstanding Euro-Dollar Loans initially denominated in an Alternate Currency (including, without limitation, any interest and other amounts which were accrued but unpaid on the date of such purchase) shall be payable in Dollars as if such Euro-Dollar Loans had originally been made in Dollars and shall be distributed by the relevant Banks (or their Affiliates) to the Administrative Agent for the account of the Banks which made such Loans or are participating therein and (iii) the Commitments of the Banks shall be automatically terminated. Notwithstanding anything to the contrary contained above, the failure of any Bank to purchase its participating interest in any Loans upon the occurrence of a Sharing Event shall not relieve any other Bank of its obligation hereunder to purchase its participating interests in a timely manner, but no Bank shall be responsible for the failure of any other Bank to purchase the participating interest to be purchased by such other Bank on any date.

          (d) If any amount required to be paid by any Bank pursuant to Section 2.20(b) is not paid to the Administrative Agent within one (1) Business Day following the date upon which such Bank receives notice from the Administrative Agent of the amount of its participations required to be purchased pursuant to said Section 2.20(b), such Bank shall also pay to the Administrative Agent on demand an amount equal to the product of (i) the amount so required to be paid by such Bank for the purchase of its participations times (ii) the daily average Federal Funds Rate during the period from and including the date of request for payment to the date on which such payment is immediately available to the Administrative Agent times (iii) a fraction the numerator of which is the number of days that elapsed during such period and the denominator of which is 360. If any such amount required to be paid by any Bank pursuant to Section 2.20(b) is not in fact made available to the Administrative Agent within three (3) Business Days following the date upon which such Bank receives notice from the Administrative Agent as to the amount of participations required to be purchased by it, the Administrative Agent shall be entitled to recover from such Bank on demand, such amount with interest thereon calculated from such request date at the rate per annum applicable to Base Rate Loans hereunder. A certificate of the Administrative Agent submitted to any Bank with respect to any amounts payable by any Bank pursuant to this Section 2.20 shall be paid to the Administrative Agent for the account of the relevant Banks; provided that, if the Administrative Agent (in its sole discretion) has elected to fund on behalf of such Bank the amounts owing to such Banks, then the amounts shall be paid to the Administrative Agent for its own account.

          (e) Whenever, at any time after the relevant Banks have received from any Banks purchases of participations in any Loans pursuant to this Section 2.20, the Banks receive any payment on account thereof, such Banks will distribute to the Administrative Agent, for the account of the various Banks participating therein, such Banks’ participating interests in such amounts (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such participations were outstanding) in like funds as received; provided, however, that in the event that such payment received by any Banks are required to be returned, the Banks who received previous distributions in respect of their participating interests therein will return to

the respective Banks any portion thereof previously so distributed to them in like funds as such payment is required to be returned by the respective Banks.

          (f) Each Bank’s obligation to purchase participating interests pursuant to this Section 2.20 shall be absolute and unconditional and shall not be affected by any circumstance including, without limitation, (a) any setoff, counterclaim, recoupment, defense or other right which such Bank may have against any other Bank, the Borrower or any other Person for any reason whatsoever, (b) the occurrence or continuance of an Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person, (d) any breach of this Agreement by the Borrower, any of its Subsidiaries or any Bank or any other Person, or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

          (g) Notwithstanding anything to the contrary contained elsewhere in this Agreement, upon any purchase of participations as required above, each Bank which has purchased such participations shall be entitled to receive from the Borrower any increased costs and indemnities directly from the Borrower to the same extent as if it were the direct Bank as opposed to a participant therein. The Borrower acknowledges and agrees that, upon the occurrence of a Sharing Event and after giving effect to the requirements of this Section 2.20, increased Taxes may be owing by the Borrower pursuant to Section 8.4, which Taxes shall be paid (to the extent provided in Section 8.4) by the Borrower, without any claim that the increased Taxes are not payable because same resulted from the participations effected as otherwise required by this Section 2.20.

          SECTION 2.21. Qualified Borrowers .

          (a) The Borrower may, at any time or from time to time, upon not less than ten (10) Business Days’ notice in the case of a domestic Qualified Borrower or fifteen (15) Business Day’s notice in the case of a foreign Qualified Borrower, designate one or more Qualified Borrowers to be added to this Agreement by notifying the Administrative Agent thereof, and the Administrative Agent shall promptly notify each Bank. Borrower shall, or shall cause such Qualified Borrower to, deliver all documents required to be delivered pursuant to Section 3.1 with respect to a Qualified Borrower, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent. Following the giving of any notice pursuant to this Section 2.21, if the designation of such Qualified Borrower obligates the Administrative Agent or any Bank to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Bank, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Bank in order for the Administrative Agent or such Bank to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations.

          (b) If the Borrower shall designate as a Qualified Borrower hereunder any entity not organized under the laws of the United States or any State thereof, any Bank may, with notice to the Administrative Agent and the Borrower, fulfill its Commitment by causing an Affiliate of such Bank to act as the Bank in respect of such Qualified Borrower (and such Bank shall, to the extent of Loans made to, and participations in Letters of Credit issued for the account of such Qualified Borrower, be deemed for all purposes hereof to have pro tanto assigned such Loans and participations to such Affiliate in compliance with the provisions of Section 9.6 (but only for so loan as such Loans or Letters of Credit shall be outstanding) except that unless such an Affiliate is a Qualified Institution, nothing herein shall be deemed to have relieved such Bank from its obligations under its Commitments).

ARTICLE III

CONDITIONS

          SECTION 3.1. Closing . The closing hereunder shall occur on the date when each of the following conditions is satisfied (or waived in writing by the Administrative Agent and the Banks), each document to be dated the Closing Date unless otherwise indicated:

          (a) the Borrower and any Qualified Borrower shall have executed and delivered to the Administrative Agent a Note for the account of each Bank dated on or before the Closing Date complying with the provisions of Section 2.6;

          (b) the Borrower, EOPT and the Administrative Agent and each of the Banks shall have executed and delivered to the Borrower, EOPT and the Administrative Agent a duly executed original of this Agreement;

          (c) EOPT shall have executed and delivered to the Administrative Agent a duly executed original of the EOPT Guaranty and the Qualified Borrower Guaranty, if applicable;

          (d) the Administrative Agent shall have received an opinion of DLA Piper Rudnick US LLP, couns