ex10-1.htm


    Exhibit
10.1

    


    TERM
LOAN AGREEMENT

     

    among

     

    FRANKLIN
STREET PROPERTIES CORP.

    FSP
HOLDINGS LLC

    FSP
INVESTMENTS LLC

    FSP
PROPERTY MANAGEMENT LLC

    FSP
PROTECTIVE TRS CORP.

    FSP
HILLVIEW CENTER LIMITED PARTNERSHIP

    FSP
MONTAGUE BUSINESS CENTER CORP.

    FSP
GREENWOOD PLAZA CORP.

    FSP
380 INTERLOCKEN CORP.

    FSP
390 INTERLOCKEN LLC

    FSP
BLUE LAGOON DRIVE LLC

    FSP
ONE OVERTON PARK LLC

    FSP
NORTHWEST POINT LLC

    FSP
RIVER CROSSING LLC

    FSP
BOLLMAN PLACE LIMITED PARTNERSHIP

    FSP
SOUTHFIELD CENTRE LIMITED PARTNERSHIP

    FSP
FOREST PARK IV NC LIMITED PARTNERSHIP

    FSP
PARK SENECA LIMITED PARTNERSHIP

    FSP
ADDISON CIRCLE LIMITED PARTNERSHIP

    FSP
COLLINS CROSSING LIMITED PARTNERSHIP

    FSP
ELDRIDGE GREEN LIMITED PARTNERSHIP

    FSP
LIBERTY PLAZA LIMITED PARTNERSHIP

    FSP
PARK TEN LIMITED PARTNERSHIP

    FSP
WILLOW BEND OFFICE CENTER LIMITED PARTNERSHIP

    FSP
INNSBROOK CORP.

    FSP
EAST BALTIMORE STREET LLC

    FSP
PARK TEN PHASE II LIMITED PARTNERSHIP

     

    and

     

    OTHER
BORROWERS WHICH MAY BECOME

    PARTIES
TO THIS AGREEMENT

     

    and

     

    RBS
CITIZENS, NATIONAL ASSOCIATION (“Agent”)

    BANK
OF AMERICA, N.A. (“Co-Agent”)

    WACHOVIA
BANK, NATIONAL ASSOCIATION

     

    and

     

    Other
Lenders, if any, which may become parties to this Agreement (with Citizens, BOA
and Wachovia, the “Lenders”)

     

    October
15, 2008


    
      
         


      

      
         


         


      

      
         


      

    


    TABLE OF
CONTENTS

    


    
      	
              1.

            	
              BACKGROUND

            	
              1

            
	
              1.1

            	
              Definitions

            	
              1

            
	
              1.2

            	
              Borrower

            	
              1

            
	
              1.3

            	
              Use
      of Proceeds

            	
              1

            
	
              1.4

            	
              Facility

            	
              1

            
	
              1.5

            	
              Borrower
      Agent

            	
              2

            
	 
      	 
      	 
      
	
              2.

            	
              AGREEMENT
      TO MAKE LOAN

            	
              2

            
	
              2.1

            	
              Agreement
      to Make Term Loan

            	
              2

            
	
              2.2

            	
              Intentionally
      Omitted

            	
              2

            
	
              2.3

            	
              Purpose
      of Loan

            	
              2

            
	
              2.4

            	
              Requests
      for Advances

            	
              2

            
	
              2.5

            	
              Interest
      Rate and Payment Terms

            	
              3

            
	
              2.5.1

            	
              Borrower’s
      Options

            	
              4

            
	
              2.5.2

            	
              Selection
      To Be Made

            	
              4

            
	
              2.5.3

            	
              Notice

            	
              4

            
	
              2.5.4

            	
              Hedging
      Contracts

            	
              4

            
	
              2.5.5

            	
              Telephonic
      Notice

            	
              5

            
	
              2.5.6

            	
              Limits
      On Options

            	
              5

            
	
              2.5.7

            	
              Payment
      and Calculation of Interest

            	
              5

            
	
              2.5.8

            	
              Principal

            	
              5

            
	
              2.5.9

            	
              Prepayment

            	
              5

            
	
              2.5.10

            	
              Maturity

            	
              6

            
	
              2.5.11

            	
              Method
      of Payment; Date of Credit

            	
              6

            
	
              2.5.12

            	
              Billings

            	
              6

            
	
              2.5.13

            	
              Default
      Rate

            	
              6

            
	
              2.5.14

            	
              Late
      Charges

            	
              6

            
	
              2.5.15

            	
              Voluntary
      Prepayment of LIBOR Rate Loans

            	
              7

            
	
              2.5.16

            	
              Make
      Whole Provision

            	
              8

            
	
              2.6

            	
              Additional
      Provisions Related to Interest Rate Selection.

            	
              8

            
	
              2.6.1

            	
              Increased
      Costs

            	
              8

            
	
              2.6.2

            	
              Increased
      Capital Costs

            	
              9

            
	
              2.6.3

            	
              Taxes

            	
              9

            
	
              2.6.4

            	
              Libor
      Rate Lending Unlawful

            	
              10

            
	
              2.6.5

            	
              Additional
      Libor Conditions

            	
              10

            
	
              2.6.6

            	
              Variable
      Rate Advances

            	
              11

            
	
              2.7

            	
              The
      Loan Account

            	
              11

            
	
              2.8

            	
              Extension
      Rights

            	
              12

            
	
              2.9

            	
              Basic
      Conditions for Each Extension Period

            	
              12

            
	 
      	 
      	 
      
	
              3.

            	
              THE
      NOTES

            	
              13

            
	 
      	 
      	 
      
	
              4.

            	
              FEES

            	
              13

            
	 
      	 
      	 
      
	
              5.

            	
              JOINDER
      DOCUMENTS

            	
              13

            


    


    
      
         


      

      
        i

         


      

      
         


      

    


    


    
      	
              6.

            	
              CONDITIONS
      TO CLOSING

            	
              13

            
	
              6.1

            	
              Loan
      Documents

            	
              13

            
	
              6.2

            	
              Certified
      Copies of Organization Documents

            	
              13

            
	
              6.3

            	
              Resolutions

            	
              13

            
	
              6.4

            	
              Incumbency
      Certificate; Authorized Signers

            	
              14

            
	
              6.5

            	
              Legal
      Opinions

            	
              14

            
	
              6.6

            	
              Intentionally
      Deleted

            	
              14

            
	
              6.7

            	
              Performance;
      No Default

            	
              14

            
	
              6.8

            	
              Representations
      and Warranties

            	
              14

            
	
              6.9

            	
              Proceedings
      and Documents

            	
              14

            
	
              6.10

            	
              Waiver

            	
              14

            
	 
      	 
      	 
      
	
              7.

            	
              CONDITIONS
      TO ALL BORROWINGS

            	
              15

            
	
              7.1

            	
              Representations
      True; No Event of Default

            	
              15

            
	
              7.2

            	
              No
      Legal Impediment

            	
              15

            
	
              7.3

            	
              Governmental
      Regulation

            	
              15

            
	
              7.4

            	
              Proceedings
      and Documents

            	
              15

            
	 
      	 
      	 
      
	
              8.

            	
              REPRESENTATIONS,
      WARRANTIES AND COVENANTS

            	
              15

            
	
              8.1

            	
              Organization;
      Authority, Etc

            	
              15

            
	
              8.2

            	
              Title
      to Asset

            	
              16

            
	
              8.3

            	
              Financial
      Statements

            	
              16

            
	
              8.4

            	
              No
      Material Changes, Etc

            	
              17

            
	
              8.5

            	
              Franchises,
      Patents, Copyrights, Etc

            	
              17

            
	
              8.6

            	
              Litigation

            	
              17

            
	
              8.7

            	
              No
      Materially Adverse Contracts, Etc

            	
              17

            
	
              8.8

            	
              Compliance
      With Other Instruments, Laws, Etc

            	
              18

            
	
              8.9

            	
              Tax
      Status

            	
              18

            
	
              8.10

            	
              No
      Event of Default

            	
              18

            
	
              8.11

            	
              Setoff,
      Etc

            	
              18

            
	
              8.12

            	
              Certain
      Transactions

            	
              18

            
	
              8.13

            	
              Subsidiaries

            	
              19

            
	
              8.14

            	
              Intentionally
      Deleted

            	
              19

            
	
              8.15

            	
              ERISA
      Plan

            	
              19

            
	
              8.16

            	
              Solvency

            	
              19

            
	
              8.17

            	
              The
      Unencumbered Pool Properties

            	
              19

            
	
              8.18

            	
              No
      Broker or Finder

            	
              23

            
	
              8.19

            	
              General

            	
              23

            
	
              8.20

            	
              Representations,
      Warranties, Covenants and Agreements with Respect to the Unencumbered Pool
      Properties

            	
              23

            
	 
      	 
      	 
      
	
              9.

            	
              AFFIRMATIVE
      COVENANTS OF THE BORROWER

            	
              23

            
	
              9.1

            	
              Punctual
      Payment

            	
              23

            
	
              9.2

            	
              Financial
      Statements, Certificates and Information

            	
              24

            
	
              9.3

            	
              Insurance

            	
              25

            
	
              9.4

            	
              Liens
      and Other Charges

            	
              25

            


    


    
      
         


      

      
        ii

         


      

      
         


      

    


    


    
      	
              9.5

            	
              Inspection
      of Unencumbered Pool Properties and Books

            	
              25

            
	
              9.6

            	
              Compliance
      with Laws, Contracts, Licenses, and Permits

            	
              26

            
	
              9.7

            	
              Use
      of Proceeds

            	
              26

            
	
              9.8

            	
              Publicity

            	
              26

            
	
              9.9

            	
              Further
      Assurances

            	
              26

            
	
              9.10

            	
              Notices

            	
              26

            
	
              9.11

            	
              Other
      Affirmative Covenants

            	
              27

            
	
              9.12

            	
              Control
      of Borrower

            	
              27

            
	
              9.13

            	
              Wholly
      Owned Subsidiary

            	
              27

            
	
              9.14

            	
              Maintenance
      of Borrower’s Properties

            	
              27

            
	
              9.15

            	
              Acquisitions,
      Dispositions and Syndication of Borrower’s Assets

            	
              28

            
	
              9.16

            	
              Business
      Activities

            	
              28

            
	 
      	 
      	 
      
	
              10.

            	
              NEGATIVE
      COVENANTS OF THE BORROWER

            	
              28

            
	
              10.1

            	
              No
      Amendments, Terminations or Waivers

            	
              28

            
	
              10.2

            	
              Restrictions
      on Indebtedness

            	
              28

            
	
              10.3

            	
              Restrictions
      on Liens, Etc

            	
              29

            
	
              10.4

            	
              Restrictions
      on Loans and Investments

            	
              29

            
	
              10.5

            	
              Merger,
      Consolidation, Conversion, Business Operations, and Ownership and
      Disposition of Assets

            	
              30

            
	
              10.6

            	
              Sale
      and Leaseback

            	
              31

            
	
              10.7

            	
              Distributions

            	
              31

            
	
              10.8

            	
              Financial
      Covenants

            	
              31

            
	
              10.9

            	
              Other
      Negative Covenants

            	
              32

            
	 
      	 
      	 
      
	
              11.

            	
              EVENTS
      OF DEFAULT AND REMEDIES

            	
              33

            
	
              11.1

            	
              Events
      of Default

            	
              33

            
	
              11.2

            	
              Termination
      of Advances and Acceleration

            	
              35

            
	
              11.3

            	
              Other
      Remedies

            	
              36

            
	
              11.4

            	
              Distribution
      of Proceeds

            	
              36

            
	
              11.5

            	
              Power
      of Attorney

            	
              37

            
	
              11.6

            	
              Waivers

            	
              37

            
	 
      	 
      	 
      
	
              12.

            	
              SETOFF

            	
              37

            
	 
      	 
      	 
      
	
              13.

            	
              EXPENSES

            	
              38

            
	 
      	 
      	 
      
	
              14.

            	
              INDEMNIFICATION

            	
              38

            
	 
      	 
      	 
      
	
              15.

            	
              LIABILITY
      OF THE AGENT AND THE LENDERS

            	
              39

            
	 
      	 
      	 
      
	
              16.

            	
              RIGHTS
      OF THIRD PARTIES

            	
              39

            
	 
      	 
      	 
      
	
              17.

            	
              SURVIVAL
      OF COVENANTS, ETC

            	
              40

            
	 
      	 
      	 
      


    


    
      
         


      

      
        iii

         


      

      
         


      

    


    


    
      	
              18.

            	
              THE
      AGENT AND THE LENDERS

            	
              40

            
	
              18.1

            	
              Appointment
      of Agent

            	
              40

            
	
              18.2

            	
              Administration
      of Loan by Agent

            	
              40

            
	
              18.3

            	
              Delegation
      of Duties

            	
              41

            
	
              18.4

            	
              Exculpatory
      Provisions

            	
              41

            
	
              18.5

            	
              Reliance
      by Agent

            	
              42

            
	
              18.6

            	
              Notice
      of Default

            	
              42

            
	
              18.7

            	
              Lenders’
      Credit Decisions

            	
              42

            
	
              18.8

            	
              Agent’s
      Reimbursement and Indemnification

            	
              43

            
	
              18.9

            	
              Agent
      in its Individual Capacity

            	
              43

            
	
              18.10

            	
              Successor
      Agent

            	
              43

            
	
              18.11

            	
              Duties
      in the Case of Enforcement

            	
              44

            
	
              18.12

            	
              Respecting
      Loans and Payments

            	
              44

            
	
              18.12.1

            	
              Procedures
      for Loans

            	
              44

            
	
              18.12.2

            	
              Nature
      of Obligations of Lenders

            	
              45

            
	
              18.12.3

            	
              Payments
      to Agent

            	
              45

            
	
              18.12.4

            	
              Distribution
      of Liquidation Proceeds

            	
              45

            
	
              18.12.5

            	
              Adjustments

            	
              46

            
	
              18.12.6

            	
              Setoff

            	
              46

            
	
              18.12.7

            	
              Distribution
      by Agent

            	
              47

            
	
              18.13

            	
              Delinquent
      Lender

            	
              47

            
	
              18.14

            	
              Holders

            	
              48

            
	
              18.15

            	
              Assignment
      and Participation

            	
              48

            
	
              18.15.1

            	
              Conditions
      to Assignment by Lenders

            	
              48

            
	
              18.15.2

            	
              Certain
      Representations and Warranties, Limitations, Covenants

            	
              48

            
	
              18.15.3

            	
              Register

            	
              50

            
	
              18.15.4

            	
              New
      Notes

            	
              50

            
	
              18.15.5

            	
              Participations

            	
              50

            
	
              18.16

            	
              Disclosure

            	
              51

            
	
              18.17

            	
              Miscellaneous
      Assignment Provisions

            	
              52

            
	
              18.18

            	
              Amendment,
      Waiver, Consent, Etc

            	
              52

            
	
              18.19

            	
              Deemed
      Consent or Approval

            	
              53

            
	 
      	 
      	 
      
	
              19.

            	
              NO
      ASSIGNMENT BY THE BORROWER

            	
              53

            
	 
      	 
      	 
      
	
              20.

            	
              RELATIONSHIP

            	
              53

            
	 
      	 
      	 
      
	
              21.

            	
              NOTICES

            	
              54

            
	 
      	 
      	 
      
	
              22.

            	
              GOVERNING
      LAW

            	
              56

            
	 
      	 
      	 
      
	
              23.

            	
              CONSENT
      TO JURISDICTION; WAIVERS

            	
              56

            
	 
      	 
      	 
      
	
              24.

            	
              PREFERENCES

            	
              56

            
	 
      	 
      	 
      
	
              25.

            	
              RULES
      OF INTERPRETATION

            	
              57

            
	 
      	 
      	 
      


    


    
      
         


      

      
        iv

         


      

      
         


      

    


    


    
      	
              26.

            	
              HEADINGS

            	
              58

            
	 
      	 
      	 
      
	
              27.

            	
              COUNTERPARTS

            	
              58

            
	 
      	 
      	 
      
	
              28.

            	
              ENTIRE
      AGREEMENT

            	
              58

            
	 
      	 
      	 
      
	
              29.

            	
              TIME
      OF THE ESSENCE

            	
              58

            
	 
      	 
      	 
      
	
              30.

            	
              SEVERABILITY

            	
              58

            
	 
      	 
      	 
      
	
              31.

            	
              CUSTOMER
      IDENTIFICATION - USA PATRIOT ACT NOTICE; OFAC AND BANK SECRECY
      ACT

            	
              58

            


    

    


     


    
      
         


      

      
        v

         


      

      
         


      

    


    EXHIBITS

     

    Exhibit
A – Joinder Agreement

     

    Exhibit
E – Assignment and Acceptance

     

    Exhibit
F – Lenders’ Commitment

     

    Exhibit
H - Unencumbered Pool Properties

     


    
      
         


      

      
        vi

         


      

      
         


      

    


    SCHEDULES

     

    


     

    Schedule
1 - Definitions

     

    Schedule
2 – List of Borrowers

     

    Schedule
3 – Loan Request Form

     

    Schedule
4 - Subsidiaries

     

    


     


    
      
         


      

      
        vii

         


      

      
         


      

    



    TERM LOAN
AGREEMENT

     

    This
Term Loan Agreement (the “Loan Agreement”) is made as of the 15th day of
October, 2008, by and among FRANKLIN STREET PROPERTIES CORP. (“FSP”) with a
principal place of business at 401 Edgewater Place, Suite 200, Wakefield,
Massachusetts 01880-6210 and the Wholly Owned Subsidiaries that are listed on
Schedule 2
attached hereto (which Schedule 2 may be
amended from time to time in accordance with the terms hereof) (collectively,
the “Borrower”) organized under the laws of the states noted therein, and RBS
CITIZENS, NATIONAL ASSOCIATION, with a place of business at 28 State Street,
Boston, Massachusetts 02109, BANK OF AMERICA, N.A., WACHOVIA BANK, NATIONAL
ASSOCIATION, and the other lending institutions which may become parties to this
Agreement pursuant to Section 18.15 hereof (the “Lenders”) and RBS CITIZENS,
NATIONAL ASSOCIATION as agent for itself and such other lending institutions
(the “Agent”).

     

    1.           BACKGROUND

     

    1.1           Definitions.  This
Agreement and other Loan Documents utilize various defined terms which shall
have the meanings set forth in Schedule 1 attached
to this Agreement or, if separately defined elsewhere herein or in any other
Loan Documents, as set forth in such separate definitions.  Unless
otherwise specified in the Loan Documents, the definitions contained in this
Agreement shall supercede any inconsistent definitions contained in the Note or
any other Loan Document and in the event of any inconsistencies between this
Agreement, the Note or any other Loan Document, this Agreement shall
control.

     

    1.2           Borrower.  Each
entity comprising the Borrower as of the date hereof is as described on Schedule
2 and organized under the laws of the states noted therein.  Schedule 2 shall be
deemed updated (a) with respect to any Acquisitions of individual properties by
a Wholly Owned Subsidiary, to include any such Wholly Owned Subsidiary at the
time any such Wholly Owned Subsidiary executes and delivers Joinder Documents to
the Agent pursuant to Section 5 hereof, and (b) with respect to any disposition
of individual properties by any Wholly Owned Subsidiary, to exclude such Wholly
Owned Subsidiary at the time Borrower delivers the notice and certification
described in Section 9.15 hereof.

     

    1.3           Use of
Proceeds.  Borrower has applied to Lenders to establish a term
facility in the maximum amount of $75,000,000.00, the proceeds of which are to
be used to reduce the Borrower’s outstanding balance under the Revolver Loan
and/or for property acquisitions.

     

    1.4           Facility.  Subject
to all of the terms, conditions and provisions of this Loan Agreement, and of
the agreements and instruments referred to herein, each of the Lenders agree
severally to establish the Loan up to a maximum aggregate principal amount equal
to such Lender’s Commitment and Borrower agrees to accept and repay proceeds
outstanding under the Loan.

     

    1.5           Borrower
Agent.  Each Borrower hereby appoints FSP as agent for the
Borrower to execute, on behalf of the Borrower, documents, instruments and
agreements in connection with the Loan, including, without limitation,
documents, instruments and agreements required for the administration of the
Loan, receiving Loan Advances and exercising interest rate selections and to
receive all notices required to be given to the Borrower under the Loan
Documents, and establishing, with RBS Citizens, National Association, on the
Borrower’s behalf, the various deposit accounts required by this Agreement and
the depositing therein and withdrawing therefrom by FSP of amounts from time to
time in accordance with the terms and conditions of the Loan
Documents.  Each Borrower shall be jointly and severally obligated
under the Loan and shall be bound by all actions taken by FSP in connection with
the Loan.  Any Loan received by FSP shall be deemed to have been
received by each Borrower.

     


    
      
         


      

      
        1

         


      

      
         


      

    


    2.           AGREEMENT TO MAKE
LOAN

     

    2.1           Agreement to Make Term
Loan.  Subject to the terms and conditions of this Agreement
and relying upon the representations and warranties contained in this Agreement
and the other Loan Documents, each of the Lenders agree to lend to the Borrower
up to a maximum aggregate principal amount equal to such Lender’s Commitment and
the Borrower may borrow on the Closing Date the Loan Amount in its entirety;
however, any Advances of proceeds of the Loan shall be made by the Lenders pro
rata, in accordance with each Lender’s Commitment Percentage.  Each
request for an Advance of the Loan hereunder shall constitute a representation
and warranty by the Borrower that the conditions set forth in §§7 and 8 have
been satisfied on the date of such request unless, and only to the extent that,
any such representation and warranty relates specifically and only to an earlier
date in time.  Any amounts repaid by the Borrower may not be
reborrowed, and there can be no repayments for the first year of the
Loan.

     

    2.2           Intentionally
Omitted

     

    2.3           Purpose of
Loan.  The Loan shall be used by the Borrower for the following
purposes:  pay down the Revolver Loan and/or for property
acquisitions.

     

    2.4           Requests for
Advances.

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall give to the Agent written notice in the form of Schedule 3
      hereto (or telephonic notice confirmed in writing in the form of Schedule 3
      hereto) of each Advance requested hereunder (a “Loan Request”) in
      accordance with the interest rate selection requirements set forth in
      Section 2.5.3.  Each such Loan Request shall specify (i) the
      principal amount of the Advance requested, (ii) the intended use of the
      proceeds of such Advance; and (iii) the proposed Drawdown Date of such
      Advance.  The Borrower agrees to accept the Advance requested
      from the Agent on the proposed Drawdown Date.  Each Advance
      shall be a minimum aggregate amount of $1,000,000.00 or an integral
      multiple of $100,000 in excess
thereof.

            


    

     

    
      	
               
      

            	
              (b)

            	
              In
      the event that the Borrower shall receive Advance(s) in excess of the Loan
      Amount the Borrower shall immediately repay the Loan by an amount
      sufficient to reduce the outstanding principal balance to equal or less
      than the Loan Amount.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Agent and the Lenders may rely on any request for an Advance or financial
      accommodation which the Agent and the Lenders, reasonably and in good
      faith, believes to have been made by a person duly authorized to act on
      behalf of the Borrower and may decline to make any such requested Advance
      or to provide any such financial accommodation pending the Agent and the
      Lenders’ being furnished with such documentation concerning that person’s
      authority to act as may be satisfactory to the Agent and the
      Lenders.

            


    

     


    
      
         


      

      
        2

         


      

      
         


      

    


    
      	
               
      

            	
              (d)

            	
              A
      request by the Borrower for any Advance shall be irrevocable and shall
      constitute certification by the Borrower that as of the date of such
      request, each of the following is true and
  correct:

            


    

     

    
      	
               
      

            	
              (i)

            	
              There
      has been no material adverse change in the Borrower’s financial condition
      from the most recent financial information furnished the Lenders pursuant
      to this Agreement;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      Borrower is in compliance with, and has not breached any of, its covenants
      contained in this Agreement;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Each
      representation which is made herein or in any of the Loan Documents is
      then true and complete as of and as if made on the date of such request
      unless such representation relates specifically and only to an earlier
      date in time; and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              No
      event has occurred nor failed to occur which occurrence or failure is, or
      with the passage of time or giving of notice (or both) would constitute an
      Event of Default (as described herein), whether or not the Agent and the
      Lenders has exercised any of its rights upon such occurrence or
      failure.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      Borrower shall immediately become indebted to the Lenders for the amount
      of each Advance when such Advance is made for or on behalf of the
      Borrower.

            


    

     

    2.5           Interest Rate and Payment
Terms.  The Loan shall be payable as to interest and principal
in accordance with the provisions of this Agreement and the
Note.  This Agreement also provides for interest at a Default Rate,
Late Charges and prepayment rights and fees.  All payments for the
account of Lenders shall be applied to the respective accounts of the Lenders in
accordance with each Lender’s Commitment Percentage of the Loan.  The
Agent will disburse such payments to the Lenders on the date of receipt thereof
if received prior to 10:00 a.m. on such date and, if not, on the next Business
Day.  Any and all interest rate selection and conversion provisions in
this Agreement are to be administered by the Agent and to be allocated on a pro
rata basis to the Note held by each Lender based upon such Lender’s Commitment
Percentage.

     

    2.5.1                 Borrower’s
Options.  Principal amounts outstanding under the Loan shall
bear interest at the following rates, at Borrower’s selection, subject to the
conditions and limitations provided for in this Agreement:  (i)
Variable Rate or (ii) Adjusted Libor Rate.

     

    2.5.2                 Selection To Be
Made.  Borrower shall select and thereafter may change the
selection of, the applicable interest rate, from the alternatives otherwise
provided for in this Agreement, by giving Agent a Notice of Rate Selection: (i)
prior to the Loan, (ii) prior to the end of each Interest Period applicable to a
Libor Advance, or (iii) on any Business Day on which Borrower desires to convert
an outstanding Variable Rate Advance to a Libor Advance.

     


    
      
         


      

      
        3

         


      

      
         


      

    


    2.5.3                 Notice.  A
“Notice of Rate Selection” shall be a written notice, given by cable, tested
telex, telecopier (with authorized signature), or by telephone if immediately
confirmed by such a written notice, from an authorized representative of
Borrower which: (i) is irrevocable; (ii) is received by Agent not later than
10:00 o’clock A.M. Eastern Time: (a) if an Adjusted Libor Rate is selected, at
least three (3) Business Days but not more than five (5) Business Days prior to
the requested Drawdown Date or the end of the current Interest Period to which
such selection is to apply or (b) if a Variable Rate is selected, on the day on
which such Loan is funded; (iii) as to each selected interest rate option, sets
forth the aggregate principal amount(s) to which such interest rate option(s)
shall apply and the Interest Period(s) applicable to each Libor Advance;
provided, however, that no portion of the outstanding principal amount of any
LIBOR Advances may be converted to, or continued as, LIBOR Advances when any
Event of Default has occurred and is continuing, and no portion of the
outstanding principal amount of any LIBOR Advances may be converted to LIBOR
Advances of a different duration if such LIBOR Advances relate to any Hedging
Obligations.  In the absence of delivery of a continuation/conversion
notice with respect to any LIBOR Advances at least three Business Days before
the last day of the then current Interest Period with respect thereto, such
LIBOR Rate Loan shall, on such last day, automatically convert to a loan that
accrues interest by reference to the LIBOR Rate Loans for a thirty (30) day
period.

     

    2.5.4                 Hedging
Contracts.  The Borrower shall enter into a Hedging Contract
for the initial three (3) year term of the Loan.  If the Extended Term
is exercised by the Borrower, the Borrower may, at its discretion, enter into
one or more Hedging Contracts for either or both Extension Periods.

     

    2.5.5                 Telephonic
Notice.  Without any way limiting Borrower’s obligation to
confirm in writing any telephonic notice, Agent may act without liability upon
the basis of telephonic notice believed by Agent in good faith to be from
Borrower prior to receipt of written confirmation.  In each case
Borrower hereby waives the right to dispute Agent’s record of the terms of such
telephonic Notice of Rate Selection in the absence of manifest
error.

     

    2.5.6                 Limits On
Options.  One Selection Per Month.  Each Libor
Advance shall be in a minimum amount of $1,000,000.  At no time shall
there be outstanding a total of more than five (5) Libor Advances combined at
any time.  If Borrower shall make more than one (1) Libor Rate Loan
interest rate selection in any thirty (30) day period, excluding conversions of
outstanding advances made at the end of an applicable Interest Period of any
previously outstanding Libor Advance, Agent may impose and Borrower shall pay a
reasonable processing fee for each such additional selection.  This
limitation on interest rate selection shall not limit the number of Advances
which may be requested by the Borrower in any thirty (30) day
period.

     

    2.5.7                 Payment and Calculation of
Interest.  All interest shall be:  (a) Payable in
arrears commencing November 1, 2008 and on the last day of each Libor Interest
Period thereafter until the principal together with all interest and other
charges payable with respect to the Loan shall be fully paid; and (b) calculated
on the basis of a 360 day year and the actual number of days
elapsed.  Each change in the Prime Rate shall simultaneously change
the Variable Rate payable under this Agreement.  Interest at the
Adjusted Libor Rate shall be computed from and including the first day of the
applicable Interest Period to, but excluding, the last day thereof.

     


    
      
         


      

      
        4

         


      

      
         


      

    


    2.5.8                 Principal.  Commencing
on the date that is the end of the Libor Interest Period immediately following
the second year anniversary of the date of this Agreement, and continuing on the
same day of each calendar month thereafter, the Borrower shall make monthly
payments of principal following  a loan amortization payment schedule
over 30 years.  The entire principal balance shall be due and payable
in full at the Maturity Date.

     

    2.5.9                 Prepayment.  The
Loan may not be prepaid during the first year of the
Loan.  Thereafter, the Loan or any portion thereof may be prepaid in
full or in part at any time upon three (3) Business Days, prior written notice
to Agent without premium or penalty with respect to Variable Rate Advances and,
with respect to Libor Advances subject to a Make-Whole Provision and upon
payment of a LIBOR Rate Loan Prepayment Fee, if applicable.  Any
partial prepayment of principal shall first be applied in accordance with the
terms hereof.

     

    2.5.10                 Maturity.  On
the Maturity Date all accrued interest, principal and other charges due with
respect to the Loan shall be due and payable in full and the principal balance
and such other charges, but not unpaid interest, shall continue to bear interest
at the Default Rate until so paid.

     

    2.5.11                 Method of Payment; Date of
Credit.  All payments of interest, principal and fees shall be
made in lawful money of the United States in immediately available funds,
without counterclaim or set off and free and clear, and without any deduction or
withholding for, any taxes or other payments (a) by direct charge to an account
of Borrower maintained with Agent (or the then holder of the Loan), or (b) by
wire transfer to Agent or (c) to such other bank or address as the Agent may
designate in a written notice to Borrower.  Payments shall be credited
on the Business Day on which immediately available funds are received prior to
10:00 o’clock A.M. Eastern Time; payments received after ten o’clock A.M.
Eastern Time shall be credited to the Loan on the next Business Day, payments
which are by check, which Agent may at its option accept or reject, or which are
not in the form of immediately available funds shall not be credited to the Loan
until such funds become immediately available to Agent, and, with respect to
payments by check, such credit shall be provisional until the item is finally
paid by the payer bank.

     

    2.5.12                 Billings.  Agent
may submit monthly billings reflecting payments due; however, any changes in the
interest rate which occur between the date of billing and the due date may be
reflected in the billing for a subsequent month. Neither the failure of Agent to
submit a billing nor any error in any such billing shall excuse Borrower from
the obligation to make full payment of all Borrower’s payment obligations when
due.

     

    2.5.13                 Default
Rate.  Agent shall have the option of imposing, and Borrower
shall pay upon billing therefor, an interest rate which is four percent (4%) per
annum above the Variable Rate (“Default Rate”):  (a) following any
Event of Default, unless and until the Event of Default is cured or waived by
Agent; and (b) after the Maturity Date.  Borrower’s right to select
pricing options shall cease upon the occurrence and during the continuance of an
Event of Default.

     

    2.5.14                 Late
Charges.  Borrower shall pay, upon billing therefor, a “Late
Charge” equal to five percent (5%) of the amount of any payment of principal,
other than principal due at Maturity, interest, or both, which is not paid
within ten (10) days of the due date thereof.  Late charges
are:  (a) payable in addition to, and not in limitation of, the
Default Rate, (b) intended to compensate Agent and the Lenders for
administrative and processing costs incident to late payments, (c) are not
interest, and (d) shall not be subject to refund or rebate or credited against
any other amount due.

     


    
      
         


      

      
        5

         


      

      
         


      

    


    2.5.15                 Voluntary Prepayment of
LIBOR Rate Loans.  LIBOR Advances may be prepaid upon the terms
and conditions set forth herein.  For LIBOR Advances in connection
with which the Borrower has or may incur Hedging Obligations, additional
obligations may be associated with prepayment, in accordance with the terms and
conditions of the applicable Hedging Contracts.   The Borrower
shall give the Agent, no later than 10:00 a.m., New York City time, at least
three (3) Business Days notice of any proposed prepayment of any LIBOR Advances,
specifying the proposed date of payment of such LIBOR Advances, and the
principal amount to be paid.  Each partial prepayment of the principal
amount of LIBOR Advances shall be in an integral multiple of $100,000.00 and
accompanied by the payment of all charges outstanding on such LIBOR Advances and
of all accrued interest on the principal repaid to the date of
payment.  Borrower acknowledges that prepayment or acceleration of a
LIBOR Advance during an Interest Period shall result in the Lender incurring
additional costs, expenses and/or liabilities and that it is extremely difficult
and impractical to ascertain the extent of such costs, expenses and/or
liabilities.  Therefore, all full or partial prepayments of LIBOR
Advances shall be accompanied by, and the Borrower hereby promises to pay, on
each date a LIBOR Advance is prepaid or the date all sums payable hereunder
become due and payable prior to their stated maturity, by acceleration or
otherwise, in addition to all other sums then owing, an amount (“LIBOR Rate Loan
Prepayment Fee”) determined by the Agent pursuant to the following
formula:

     

    
      	
               
      

            	
              (a)

            	
              the
      then current rate for United States Treasury securities (bills on a
      discounted basis shall be converted to a bond equivalent) with a maturity
      date closest to the end of the Interest Period as to which prepayment is
      made, subtracted
      from

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Adjusted Libor Rate applicable to the Libor Advance being
      prepaid.

            


    

     

    If
the result of this calculation is zero or a negative number, then there shall be
no LIBOR Rate Loan Prepayment Fee.  If the result of this calculation
is a positive number, then the resulting percentage shall be multiplied
by:

     

    
      	
               
      

            	
              (c)

            	
              the
      amount of the Libor Advance being
prepaid.

            


    

     

    The
resulting amount shall be divided by:

     

    
      	
               
      

            	
              (d)

            	
              360

            


    

     

    and
multiplied by:

     

    
      	
               
      

            	
              (e)

            	
              the
      number of days remaining in the Interest Period as to which the prepayment
      is being made.

            


    

     

    Said
amount shall be reduced to present value calculated by using the referenced
United States Treasury securities rate and the number of days remaining on the
Interest Period for the Libor Advance being prepaid.

     


    
      
         


      

      
        6

         


      

      
         


      

    


    The
resulting amount of these calculations shall be the LIBOR Advance Prepayment
Fee.

     

    2.5.16                 Make Whole
Provision.  In addition to the LIBOR Rate Loan Prepayment Fee,
the Borrower agrees to reimburse the Lenders (without duplication) for any
increase in the cost to the Lenders, or reduction in the amount of any sum
receivable by the Lenders, in respect, or as a result of:

     

    
      	
               
      

            	
              (a)

            	
              any
      conversion or repayment or prepayment of the principal amount of any Libor
      Advances on a date other than the scheduled last day of the Interest
      Period applicable thereto, whether voluntary or
  otherwise;

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      loans not being made as Libor Advances in accordance with the borrowing
      request thereof;

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      Libor Advances not being continued as, or converted into, LIBOR Advances
      in accordance with the continuation/conversion notice thereof,
      or

            


    

     

    
      	
               
      

            	
              (d)

            	
              without
      duplication of any costs incurred by the Borrower under any Hedging
      Contracts, any costs associated with marking to market any Hedging
      Obligations that (in the reasonable determination of the Agent unless
      another method of calculating costs is otherwise specified pursuant to the
      terms of any Hedging Contracts) are required to be terminated as a result
      of any conversion, repayment or prepayment of the principal amount of any
      LIBOR Advances on a date other than the scheduled last day of the Interest
      Period applicable thereto, whether voluntary or
  otherwise;

            


    

     

    The
Agent shall promptly notify the Borrower in writing of the occurrence of any
such event, such notice to state, in reasonable detail, the reasons therefore
and the additional amount required fully to compensate the Agent for such
increased cost or reduced amount.  Such additional amounts shall be
payable by the Borrower to the Agent within five Business Days of its receipt of
such notice, and such notice shall, in the absence of manifest error, be
conclusive and binding on the Borrower.  The Borrower understands,
agrees and acknowledges the following: (i) the Agent does not have any
obligation to purchase, sell and/or match funds in connection with the use of
LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Advance,
(ii) the LIBOR Rate may be used merely as a reference in determining such rate,
and (iii) the Borrower has accepted the LIBOR Rate as a reasonable and fair
basis for calculating such rate, the LIBOR Rate Prepayment Fee, and other
funding losses incurred by the Lenders.  Borrower further agrees to
pay the LIBOR Rate Prepayment Fee and other funding losses, if any, whether or
not the Lenders elect to purchase, sell and/or match funds.

     

    2.6           Additional Provisions
Related to Interest Rate Selection.

     

    2.6.1                 Increased
Costs.   If on or after the date hereof the adoption of
any applicable law, rule or regulation or guideline (whether or not having the
force of law), or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by the Lenders with any request or directive (whether or not having the force of
law) of any such authority, central bank or comparable agency:

     


    
      
         


      

      
        7

         


      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              shall
      subject the Lenders to any tax, duty or other charge with respect to its
      LIBOR Advances or its obligation to make LIBOR Advances, or shall change
      the basis of taxation of payments to the Lenders of the principal of or
      interest on its LIBOR Advances or any other amounts due under this
      agreement in respect of its LIBOR Advances or its obligation to make LIBOR
      Advances (except for the introduction of, or change in the rate of, tax on
      the overall net income of the Lenders or franchise taxes, imposed by the
      jurisdiction (or any political subdivision or taxing authority thereof)
      under the laws of which the Lenders are organized or in which the Lenders’
      principal executive offices are located);
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              shall
      impose, modify or deem applicable any reserve, special deposit or similar
      requirement (including, without limitation, any such requirement imposed
      by the Board of Governors of the Federal Reserve System of the United
      States) against assets of, deposits with or for the account of, or credit
      extended by, the Lenders or shall impose on the Lenders or on the London
      interbank market any other condition affecting its LIBOR Advances or its
      obligation to make LIBOR Advances;

            


    

     

    and
the result of any of the foregoing is to increase the cost to the Lenders of
making or maintaining any LIBOR Advances, or to reduce the amount of any sum
received or receivable by the Lenders under this Agreement with respect thereto,
by an amount reasonably deemed by the Lenders to be material, then, within 15
days after written demand by the Agent (which demand shall specify in detail the
reasons for same), the Borrower shall pay to the Lenders such additional amount
or amounts as will compensate the Lenders for such increased cost or
reduction.

     

    2.6.2                 Increased Capital
Costs.  If any change in, or the introduction, adoption,
effectiveness, interpretation, reinterpretation or phase-in of, any law or
regulation, directive, guideline, decision or request (whether or not having the
force of law) of any court, central bank, regulator or other governmental
authority affects the amount of capital required or expected to be maintained by
the Lender, and a Lender determines that the rate of return on capital as a
consequence of its commitments or the loans made by the Lender is reduced to a
level below that which the Lender could have achieved but for the occurrence of
any such circumstance, then, in any such case upon written notice from time to
time by the Lender to the Borrower, the Borrower shall promptly pay directly to
the Lender additional amounts sufficient to compensate for such reduction in
rate of return.  A statement of the Lenders as to any such additional
amount or amounts (including calculations thereof in reasonable detail) shall,
in the absence of manifest error, be conclusive and binding on the
Borrower.  In determining such amount, the Lender may use any method
of averaging and attribution that it shall deem applicable.

     

    2.6.3                 Taxes.  All
payments by the Borrower of principal of, and interest on, the LIBOR Advances
and all other amounts payable hereunder shall be made free and clear of and
without deduction for any present or future income, excise, stamp taxes and
other taxes, fees, duties, withholdings or other charges of any nature
whatsoever imposed by any taxing authority, but excluding franchise taxes and
taxes imposed on or measured by the Lender’s net income or receipts (such
non-excluded items being called “Taxes”).  In the event that any
withholding or deduction from any payment to be made by the Borrower hereunder
is required in respect of any Taxes pursuant to any applicable law, rule or
regulation, then the Borrower will

     


    
      
         


      

      
        8

         


      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              pay
      directly to the relevant authority the full amount required to be so
      withheld or deducted;

            


    

     

    
      	
               
      

            	
              (b)

            	
              promptly
      forward to the Lender an official receipt or other documentation
      reasonably satisfactory to the Lender evidencing such payment to such
      authority; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              pay
      to the Lender such additional amount or amounts as is necessary to ensure
      that the net amount actually received by the Lender will equal the full
      amount the Lender would have received had no such withholding or deduction
      been required.

            


    

     

    Moreover,
if any Taxes are directly asserted against the Lender with respect to any
payment received by the Lender hereunder, the Lender may pay such Taxes and the
Borrower will promptly pay such additional amount (including any penalties,
interest or expenses) as is necessary in order that the net amount received by
the Lender after the payment of such Taxes (including any Taxes on such
additional amount) shall equal the amount the Lender would have received had not
such Taxes been asserted.

     

    If
the Borrower fails to pay any Taxes when due to the appropriate taxing authority
or fails to remit to the Lender the required receipts or other required
documentary evidence, the Borrower shall indemnify the Lender for any
incremental Taxes, interest or penalties that may become payable by the Lender
as a result of any such failure.

     

    2.6.4                 Libor Rate Lending
Unlawful.   If the Agent shall determine (which
determination shall, upon notice thereof to the Borrower be conclusive and
binding on the Borrower) that the introduction of or any change in or in the
interpretation of any law, rule, regulation or guideline, (whether or not having
the force of law) makes it unlawful, or any central bank or other governmental
authority asserts that it is unlawful, for the Lenders to make, continue or
maintain any Libor Advance as, or to convert any loan into, a Libor Advance of a
certain duration, the obligations of the Lenders to make, continue, maintain or
convert into any such Libor Advances shall, upon such determination, forthwith
be suspended until the Agent shall notify the Borrower that the circumstances
causing such suspension no longer exist, and all Libor Advances of such type
shall automatically convert into Variable Rate Loans at the end of the then
current Interest Periods with respect thereto or sooner, if required by such law
or assertion.

     

    2.6.5                 Additional Libor
Conditions.  The selection by Borrower of an Adjusted Libor
Rate and the maintenance of the Loan at such rate shall be subject to the
following additional terms and conditions:

     

    
      
        	
                 
      

              	
                (i)

              	
                Substitute
      Rate.  If the Agent shall have determined
  that

              


      

       

      (a)           US
dollar deposits in the relevant amount and for the relevant Interest Period are
not available to the Agent in the London interbank market;

       



    
      
         


      

      
        9

         


      

      
         


      

    

     

    
      (b)           by
reason of circumstances affecting the Agent in the London interbank, adequate
means do not exist for ascertaining the Libor Rate applicable hereunder to Libor
Advances of any duration, or

       

      (c)           Libor
no longer adequately reflects the Lender’s cost of funding loans,

       

    

    then,
upon notice from the Agent to the Borrower, the obligations of the Lenders under
Section 2.5 to make or continue any loans as, or to convert any loans into,
Libor Advances of such duration shall forthwith be suspended until the Agent
shall notify the Borrower that the circumstances causing such suspension no
longer exist.

     

    2.6.6        Variable Rate
Advances.  Each Variable Rate Advance shall continue as a
Variable Rate Advance until the Maturity Date of the Loan, unless sooner
converted, in whole or in part, to a Libor Advance, subject to the limitations
and conditions set forth in this Agreement.

     

    2.7           The Loan
Account.

     

    
      	
               
      

            	
              (a)

            	
              An
      account (the “Loan Account”) shall be opened on the books of the Agent, in
      which Loan Account a record may be kept of all Advances made by the
      Lenders to the Borrower under or pursuant to this Agreement and of all
      payments thereon.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Agent may also keep a record (either in the Loan Account or elsewhere, as
      the Agent may from time to time elect) of all interest, fees, service
      charges, costs, expenses, and other debits owed the Agent and/or the
      Lenders on account of the Obligations and of all credits against such
      amounts so owed.

            


    

     

    
      	
               
      

            	
              (c)

            	
              All
      credits against the Obligations shall be conditional upon final payment to
      the Lender of the items giving rise to such credits.  The amount
      of any item credited against the Obligations which is charged back against
      the Lender for any reason or is not so paid shall be an Obligation and
      shall be added to the Loan Account, whether or not the item so charged
      back or not so paid is returned.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Except
      as otherwise provided herein, all fees, service charges, costs, and
      expenses for which the Borrower is obligated hereunder are payable thirty
      (30) days after the invoice date.  The Lenders, without the
      request of the Borrower, may make an advance of any interest, fee, service
      charge, or other payment to which the Agent and/or the Lenders are
      entitled from the Borrower pursuant hereto and may charge the same to the
      Loan Account notwithstanding that such amount so advanced may result in
      the Loan Amount being exceeded.  Such action on the part of the
      Lenders shall not constitute a waiver of the Lenders’ rights under Section
      2.4(b), above.  Any amount which is added to the principal
      balance of the Loan Account as provided in this subsection shall bear
      interest at the interest rate applicable from time to time to the unpaid
      principal balance of the Loan
Account.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Any
      statement rendered by the Agent to the Borrower concerning the Obligations
      shall be considered correct and accepted by the Borrower and shall be
      conclusively binding upon the Borrower unless the Borrower provides the
      Agent with written objection thereto within thirty (30) days from the
      mailing of such statement, which written objection shall indicate, with
      particularity, the reason for such objection.  The Loan Account
      and the Agent’s books and records concerning the loan arrangement
      contemplated herein and the Obligations shall be prima facie evidence of
      the items described therein.

            


    

     


    
      
         


      

      
        10

         


      

      
         


      

    


    2.8           Extension
Rights.  Agent and Lenders shall grant a request by Borrower to
extend the Initial Maturity Date of the Note for two (2) successive one (1) year
periods (each an “Extended Maturity”) until October 15, 2012 (the “First
Extension Period”) and until October 15, 2013 (the “Second Extension Period”)
each extension period (the “Extension Period”), upon and subject to the
following terms and conditions:

     

    2.9           Basic Conditions for Each
Extension Period.  Unless otherwise agreed by Agent in
writing:

     

    
      	
               
      

            	
              (a)

            	
              Borrower
      shall request each such extension, if at all, by written notice to Agent
      at least ninety (90) days prior to the next applicable Maturity
      Date.  Such notice may be revoked by Borrower prior to the then
      existing Maturity Date; provided, however, Borrower shall be obligated to
      reimburse Agent for any expenses incurred to
  date.

            


    

     

    
      	
               
      

            	
              (b)

            	
              All
      applicable regulatory requirements applicable to Lenders, including
      appraisal requirements, shall have been satisfied with respect to the
      extension and any costs associated therewith paid by
    Borrower.

            


    

     

    
      	
               
      

            	
              (c)

            	
              With
      respect to the Second Extension Period only, the extension to the First
      Extension Period shall have been satisfactorily
  exercised.

            


    

     

    
      	
               
      

            	
              (d)

            	
              There
      shall be no Default or Event of Default then
  existing.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Not
      later than the Maturity Date, (A) the extension shall have been documented
      to Agent’s reasonable satisfaction; and (B) Borrower shall have paid to
      Agent a non-refundable extension fee as provided in the Fee
      Letter.

            


    

     

    3.           THE
NOTES.  The obligation of the Borrower to pay the Loan Amount
or, if less, the aggregate unpaid principal amount of all Advances made by the
Lenders hereunder plus accrued interest thereon, shall be evidenced by Notes and
payable in accordance therewith.  In the event any of the Notes are
lost, destroyed or mutilated at any time prior to payment in full of the
indebtedness evidenced thereby, the Borrower shall execute and deliver to the
applicable Lender a new note substantially in the form of the Note and the
applicable Lender shall execute and deliver to Borrower an affidavit and
indemnification reasonably acceptable to Borrower with respect to such lost
Note.

     

    4.           FEES.   The
Borrower agrees to pay to the Agent on behalf of the Lenders such fees as agreed
to by and between the Agent and the Borrower in the Fee Letter.

     

    5.           JOINDER
DOCUMENTS.  At the time of an Acquisition by a Wholly Owned
Subsidiary, such Wholly Owned Subsidiary which has become an owner of a Property
in connection with such Acquisition shall execute the Joinder Documents so as to
become a Borrower under this Agreement and shall be added as a maker under the
Note.  Upon the execution of such Joinder Documents, such entities
shall be considered a “Borrower” and subject to all of the terms and conditions
hereof, and shall continue to be a “Borrower” hereunder except as provided in
clause (b) of Section 1.2 hereof.

     


    
      
         


      

      
        11

         


      

      
         


      

    


    6.           CONDITIONS TO
CLOSING.  The obligation of the Lenders to make the initial
Loan shall be subject to the satisfaction of the following conditions precedent
on or before the Closing Date.

     

    6.1           Loan
Documents.  Each of the Loan Documents and the Intercreditor
Agreement shall have been duly executed and delivered by the respective parties
thereto.  Each of the Loan Documents and the Intercreditor Agreement
shall be in full force and effect and shall be in form and substance
satisfactory to the Lenders.

     

    6.2           Certified Copies of
Organization Documents.  The Agent shall have received from the
Borrower a certified copy of its Organization Documents as in effect on such
date of certification, such Organizational Documents to be in form and substance
reasonably satisfactory to the Lenders.

     

    6.3           Resolutions.  All
action necessary for the valid execution, delivery and performance by the
Borrower of this Agreement and the other Loan Documents to which it is or is to
become a party shall have been duly and effectively taken, and evidence thereof
satisfactory to the Lenders shall have been provided to the
Lenders.  The Agent shall have received from each such Person true
copies of the resolutions authorizing the transactions described herein, each
certified as of a recent date to be true and complete.

     

    6.4           Incumbency Certificate;
Authorized Signers.  The Agent shall have received from the
Borrower an incumbency certificate, dated as of the Closing Date, giving the
name and bearing a specimen signature of each individual who shall be
authorized:  (a) to sign, in the name and on behalf of such Person
each of the Loan Documents to which such Person is or is to become a party; and
(b) to give notices and to take other action on its behalf under the Loan
Documents.

     

    6.5           Legal
Opinions.  The Lenders shall have received a favorable opinion
or opinions in form and substance satisfactory to the Agent and the Agent’s
counsel, addressed to the Agent and the Lenders and dated as of the Closing
Date, from counsel to the Borrower acceptable to the Agent, as to such matters
as the Lender shall reasonably request, including, without limitation, the due
execution and authorization of all Loan Documents and the enforceability of this
Agreement and the Notes.

     

    6.6           Intentionally
Deleted.

     

    6.7           Performance; No
Default.  The Borrower shall have performed and complied with
all terms and conditions herein required to be performed or complied with by it
or there shall exist no Default or Event of Default.

     

    6.8           Representations and
Warranties.  Without limiting the provisions set forth in
Section 8.20, the representations of warranties made by the Borrower in the Loan
Documents or otherwise made by or on behalf of the Borrower in connection
therewith shall be true and correct in all respects on the Closing Date unless
such representations and warranties relate specifically and only to an earlier
date in time.

     


    
      
         


      

      
        12

         


      

      
         


      

    


    6.9           Proceedings and
Documents.  All proceedings in connection with the transactions
contemplated by this Agreement and the other Loan Documents shall be
satisfactory to the Agent and the Agent’s counsel in form and substance, and the
Agent shall have received all information and such counterpart originals or
certified copies of such documents and such other certificates, opinions or
documents as the Agent and the Agent’s counsel may reasonably
require.

     

    6.10           Waiver.   Any
waiver by the Agent of any of the conditions precedent contained herein for the
closing of the Loan shall not be deemed to be a waiver by the Agent of any other
obligation of the Borrower hereunder.

     

    7.           CONDITIONS TO ALL
BORROWINGS.  The obligations of the Lenders to make the Loan or
any Advance, whether on or after the Closing Date, shall also be subject to the
satisfaction of the following conditions precedent:

     

    7.1           Representations True; No
Event of Default.  Subject to Section 8.20, each of the
representations and warranties of the Borrower contained in this Agreement, the
other Loan Documents or in any document or instrument delivered pursuant to or
in connection with this Agreement shall be true as of the date as of which they
were made and shall also be true at and as of the time of the making of such
Loan, with the same effect as if made at and as of that time (except to the
extent of changes resulting from transactions contemplated or permitted by this
Agreement and the other Loan Documents and changes occurring in the ordinary
course of business that singly or in the aggregate are not materially adverse,
and except to the extent that such representations and warranties relate
expressly to an earlier date) and no Default or Event of Default shall have
occurred and be continuing.  The Agent on behalf of the Lenders shall
have received a certificate of the Borrower signed by an authorized officer of
the Borrower to such effect.

     

    7.2           No Legal
Impediment.  No change shall have occurred in any law or
regulations thereunder or interpretations thereof that in the reasonable opinion
of the Agent would make it illegal for the Lenders to make such
Loan.

     

    7.3           Governmental
Regulation.  With respect to any Libor Advance, the Lenders
shall have received such statements in substance and form reasonably
satisfactory to the Lenders as the Lenders shall require for the purpose of
compliance with any applicable regulations of the Comptroller of the Currency or
the Board of Governors of the Federal Reserve System.

     

    7.4           Proceedings and
Documents.  All proceedings in connection with the transactions
contemplated by this Agreement, the other Loan Documents and all other documents
incident thereto shall be reasonably satisfactory in substance and in form to
the Agent and its counsel, and the Agent and such counsel shall have received
all information and such counterpart originals or certified or other copies of
such documents as the Agent may reasonably request.

     


    
      
         


      

      
        13

         


      

      
         


      

    


    8.           REPRESENTATIONS, WARRANTIES
AND COVENANTS.  The Borrower represents, warrants, and
covenants to the Lenders as follows:

     

    8.1           Organization; Authority,
Etc.

     

    
      	
               
      

            	
              (a)

            	
              Organization; Good
      Standing.  Each of the entities comprising the Borrower
      is a limited partnership, limited liability company, or corporation, as
      the case may be, duly organized under the laws of its state of
      organization pursuant to each Person’s respective Organizational
      Documents, and is, and will at all times be, validly existing and in good
      standing under the laws of such State.  The Borrower is, and
      will at all times be, duly organized and is, and will at all times be,
      validly existing, in good standing, and qualified to do business in each
      jurisdiction where required except where failure to so qualify would not
      have a material adverse affect on the Unencumbered Pool
      Properties.  Each of the entities comprising the Borrower has,
      and will at all times have, all requisite power to own its property and
      conduct its business as now conducted and as presently
      contemplated.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Authorization.  The
      execution, delivery and performance of this Agreement and the other Loan
      Documents to which Borrower is or is to become a party and the
      transactions contemplated hereby and thereby (i) are within the authority
      of such Person, (ii) have been duly authorized by all necessary
      proceedings on the part of such Person, (iii) do not conflict with or
      result in any breach or contravention of any provision of any other
      agreement binding upon such Person or any provision of law, statute, rule
      or regulation to which such Person is subject or any judgment, order,
      writ, injunction, license or permit applicable to such Person, (iv) do not
      conflict with any provision of the Organizational Documents of such
      Person, and (v) do not require the approval or consent of, or filing with
      creditors, trustees for creditors or shareholders of, or other holders,
      directly or indirectly, of interests in, such Person or the approval or
      consent or filing with any governmental agency or authority other than
      those approvals or consents already
obtained.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Enforceability.  The
      execution and delivery of this Agreement and the other Loan Documents, to
      which each Borrower is or is to become a Person will result in valid and
      legally binding obligations of such Borrower enforceable against it in
      accordance with the respective terms and provisions hereof and thereof,
      except as enforceability is limited by bankruptcy, insolvency,
      reorganization, moratorium or other laws relating to or affecting
      generally the enforcement of creditors’ rights and except to the extent
      that availability of the remedy of specific performance or injunctive
      relief is subject to the discretion of the court before which any
      proceeding therefor may be brought.

            


    

     

    8.2           Title to
Asset.  The Borrower owns all of the assets reflected in the
financial statements of the Borrower as at the Balance Sheet Date or acquired
since that date free from all encumbrances except for Permitted Liens (except
with respect to any 1031 Property and property and assets sold or otherwise
disposed of in the ordinary course of business since that date).

     


    
      
         


      

      
        14

         


      

      
         


      

    


    8.3           Financial Statements.
There has been furnished to the Lender the Form 10-K Annual Report filed with
the SEC in February 2008, which included audited financial statements for the
year ended December 31, 2007 for the Borrower.  There has also been
furnished to the Lender the Form 10-Q Quarterly Report filed with the SEC for
the Borrower, which included unaudited financial statements for the three months
ending June 30, 2008 for the Borrower.  Such filings have been
prepared in accordance with generally accepted accounting principles and fairly
present the financial condition of the Borrower as at the close of business on
the date(s) thereof and the results of operations for the fiscal year or period
then ended.  As of the date of this Agreement, there are no
liabilities or contingent liabilities of the Borrower known to the officers,
partners, or trustees of the Borrower which are not disclosed in said financial
statements and the related notes thereto other than the Obligations, except for
contingent liabilities associated with the disposition of properties in such
amounts as would not reasonably be expected to have a material adverse effect on
Borrower’s financial condition.

     

    8.4           No Material Changes,
Etc.  Since the Balance Sheet Date, there has occurred no
materially adverse change in the financial condition or business of the Borrower
other than (i) changes described in the Form 10-Q for the fiscal quarter ended
June 30, 2008, and (ii) changes in the ordinary course of business that have not
had any material adverse effect either individually or in the aggregate on the
business or financial condition of such Borrower.

     

    8.5           Franchises, Patents,
Copyrights, Etc.  The Borrower possesses, and will at all times
possess, all franchises, patents, copyrights, trademarks, trade names, licenses
and permits, and rights in respect of the foregoing, adequate for the conduct of
its business substantially as now conducted or as it is intended to be conducted
with respect to the Unencumbered Pool Properties, without known conflict with
any rights of others, except where the failure to do so would not reasonably be
expected to have a material adverse effect on the Borrower taken as a
whole.

     

    8.6           Litigation.  There
are no actions, suits, proceedings or investigations of any kind pending or, to
Borrower’s knowledge, threatened against the Borrower before any court, tribunal
or administrative agency or board or any mediator or arbitrator that, either in
any case or in the aggregate, would reasonably be expected to materially and
adversely affect the business, assets or financial condition of the Borrower
taken as a whole, or result in any material liability not adequately covered by
insurance, and for which adequate reserves are not maintained on the balance
sheet of such Person, or which question the validity of this Agreement or any of
the other Loan Documents, any action taken or to be taken pursuant hereto or
thereto, or which will materially and adversely affect the ability of the
Borrower to use and occupy any of the properties comprising the Unencumbered
Pool Properties or to pay and perform the Obligations in the manner contemplated
by this Agreement and the other Loan Documents.

     

    8.7           No Materially Adverse
Contracts, Etc.  The Borrower is not subject to any charter,
corporate or other legal restriction, or any judgment, decree, order, rule or
regulation that has or is reasonably expected in the future to have a materially
adverse effect on the business, assets or financial condition of such
Person.  Each Borrower is not, and will not be, a party to any
contract or agreement that has or is expected to have any materially adverse
effect on the business of such Person.

     


    
      
         


      

      
        15

         


      

      
         


      

    


    8.8           Compliance With Other
Instruments, Laws, Etc.  The Borrower is not, and will not at
any time be, in violation of any provision of its Organizational Documents or
any agreement or instrument to which it may be subject or by which it or any of
its properties may be bound or any decree, order, judgment, statute, license,
rule or regulation, in any of the foregoing cases in a manner that would be
likely to materially and adversely affect the financial condition, properties or
business of such Person.

     

    8.9           Tax
Status.  Each of the entities comprising the Borrower (a) has
made or filed, and will make or file in a timely fashion, all federal and state
income and all other material tax returns, reports and declarations required by
any jurisdiction to which it is subject, (b) has paid, and will pay when due,
all taxes and other governmental assessments and charges shown or determined to
be due on such returns, reports and declarations, except those being contested
in good faith and by appropriate proceedings, (c) if a partnership, limited
partnership, limited liability partnership, or limited liability company, has,
and will maintain, partnership tax classification under the Code, and (d) has
set aside, and will at all times set aside, on its books provisions reasonably
adequate for the payment of all taxes for periods subsequent to the period to
which such returns, reports or declarations apply, when and to the extent
required by generally accepted accounting principles.  There are no
unpaid taxes in any material amount claimed to be due by the taxing authority of
any jurisdiction, and the officers, partners or trustees of the Borrower know of
no basis for any such claim. The Borrower has filed, and will continue to file,
all of such tax returns, reports, and declarations either (i) separately from
any parent or affiliate or (ii) if part of a consolidated filing, as a separate
member of any such consolidated group.

     

    8.10           No Event of
Default.  No Default or Event of Default has occurred and is
continuing.

     

    8.11           Setoff,
Etc.  The Lenders’ rights with respect to the repayment of the
Obligations are not subject to any setoff, claims, withholdings or other
defenses.

     

    8.12           Certain
Transactions.  None of (a) the officers, trustees, directors,
general partners, managers, members, stockholders (except any stockholders of
FSP), beneficiaries, or employees of any Borrower or Subsidiary thereof or (b)
to the knowledge of the Borrower, any corporation, partnership, trust or other
entity (except a Syndicated REIT) in which any such officer, trustee, director,
general partner, manager, member, stockholder (except any stockholder of FSP),
beneficiary, or employee has a substantial interest or is an officer, director,
trustee, manager or general partner, is presently a party to any transaction
with the Borrower (other than for services as employees, officers, trustees,
managers and directors, other than otherwise permitted under this Agreement and
other than on the same terms as would be generally available to the Borrower in
an arm’s length contract or arrangement with a third party).

     

    8.13           Subsidiaries.  As
of the date hereof, the Borrower’s Subsidiaries are as set forth on Schedule 4.

     

    8.14           Intentionally
Deleted. 

     

    8.15           ERISA
Plan.  The Borrower does not, and will not, maintain or
contribute to an ERISA Plan under Section 412 of ERISA.

     


    
      
         


      

      
        16

         


      

      
         


      

    


    8.16           Solvency.  Borrower,
on a consolidated basis, (a) is not insolvent nor will be rendered insolvent by
the Indebtedness incurred in connection with the Loan, (b) does not have
unreasonably small capital with which to engage in its business, or (c) has not
incurred Indebtedness beyond its ability to pay such Indebtedness as it matures.
The Borrower, on a consolidated basis, has assets having a value in excess of
amounts required to pay any Indebtedness.

     

    8.17           The Unencumbered Pool
Properties.  The Borrower makes the following representations
and warranties, to the best of its knowledge, with respect to each individual
property included in the Unencumbered Pool Properties, as of the date hereof and
except as disclosed in the Borrower’s filings with the Securities and Exchange
Commission:

     

    
      	
               
      

            	
              (a)

            	
              Availability of
      Utilities.  (i) all utility services necessary and
      sufficient for the use and operation of each property comprising the
      Unencumbered Pool Properties are presently available to the boundaries of
      each of the properties comprising the Unencumbered Pool Properties through
      dedicated public rights of way or through perpetual private easements; and
      (ii) the owner has obtained all material utility installations and
      connections required for the operation and servicing of each of the
      properties comprising the Unencumbered Pool Properties for its intended
      purposes.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Access.  (i)
      the rights of way for all roads necessary for the utilization in all
      material respects of each of the properties comprising the Unencumbered
      Pool Properties for its intended purposes have either been acquired by the
      appropriate Governmental Authority or have been dedicated to public use
      and accepted by such Governmental Authority; (ii)  All such
      roads have been completed and the right to use all such roads, or suitable
      substitute rights of way, have been obtained; and (iii) all curb cuts,
      driveways and traffic signals required for the operation and use in all
      material respects of each of the properties comprising the Unencumbered
      Pool Properties are existing.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Condition of
      Unencumbered Pool Properties.  Neither the Unencumbered
      Pool Properties nor any material part thereof is now damaged or injured as
      result of any material fire, explosion, accident, flood or other casualty,
      no Taking is pending or
contemplated.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Compliance with
      Requirements/Historic Status/Flood Area.  The
      Unencumbered Pool Properties comply with all material
      Requirements.  Except as disclosed in the Environmental Report,
      Borrower has received no written notice alleging any material
      non-compliance by any of the properties comprising the Unencumbered Pool
      Properties with any Requirements or indicating that any of the properties
      comprising the Unencumbered Pool Properties is located within any historic
      district or has, or may be, designated as any kind of historic or landmark
      site under applicable Requirements.  None of the properties
      comprising the Unencumbered Pool Properties, except for the Unencumbered
      Pool Property known as Blue Lagoon is located in any special flood hazard
      area as defined under applicable Requirements, unless such property is
      adequately covered by insurance.

            


    

     


    
      
         


      

      
        17

         


      

      
         


      

    


    
      	
               
      

            	
              (e)

            	
              Other
      Contracts.

            


    

     

    
      	
               
      

            	
              (i)

            	
              The
      Borrower has not made any material contract or arrangement of any kind or
      type whatsoever (whether oral or written, formal or informal), the
      performance of which by the other party thereto would reasonably be
      expected to give rise to a lien or encumbrance on any of the properties
      comprising the Unencumbered Pool Properties other than a Permitted
      Lien.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      Borrower has not made any material contract or arrangement of any kind or
      type whatsoever, with any affiliate of the Borrower, except for management
      agreements with FSP Property Management LLC, agreements for services of
      its employees, officers, trustees, managers and directors and agreements
      with a Syndication REIT (including without limitation agreements relating
      to Affiliate Dispositions) and except as otherwise permitted in this
      Agreement which shall be deemed approved by Lenders, unless such contract
      or arrangement is in writing and is (i) approved in writing in advance by
      the Agent, or is (ii) on the same terms as would be generally available to
      the Borrower in an arm’s length contract or arrangement with a third
      party.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Violations.  Except
      as disclosed in the Environmental Reports, the Borrower has received no
      written notices of any violation of any applicable material Requirements
      with respect to any of the properties comprising the Unencumbered Pool
      Properties.

            


    

     

    
      	
               
      

            	
              (g)

            	
              Environmental
      Matters.  The Borrower has caused an investigation to be
      made of the past and present condition and usage of each individual
      property included in the Unencumbered Pool Properties and the operations
      conducted thereon and, based upon such investigation, except as disclosed
      in the Environmental Reports and/or in the Borrower’s filings with the
      Securities and Exchange Commission, makes the following representations
      and warranties as of the date hereof and to the best of Borrower’s
      knowledge:

            


    

     

    
      	
               
      

            	
              (i)

            	
              With
      respect to the Unencumbered Pool Properties, the Borrower has not received
      written notice from any third Person including, without limitation, any
      federal, state or local governmental authority, asserting that any of the
      operations thereon are in violation of any Environmental Law or any
      judgment, decree or order related thereto which violation would reasonably
      be expected to have a material adverse effect on the business, assets or
      financial condition of the
Borrower.

            


    

     


    
      
         


      

      
        18

         


      

      
         


      

    


    
      	
               
      

            	
              (ii)

            	
              The
      Borrower has not received written notice from any third Person including,
      without limitation, any federal, state or local governmental authority,
      asserting (i) that it has been identified by the United States
      Environmental Protection Agency (“EPA) as a potentially responsible Person
      with respect to a site listed on the National Priorities List, 40 C.F.R.
      Part 300 Appendix B (1986); (ii) that any Hazardous Substances which it
      has generated, transported or disposed of have been found at any site at
      which a federal, state or local agency or other third Person has conducted
      or has ordered that the Borrower conduct a remedial investigation, removal
      or other response action pursuant to any Environmental Law; or (iii) that
      it is or shall be a named party to any claim, action, cause of action,
      complaint, or legal or administrative proceeding (in each case, contingent
      or otherwise) arising out of any third Person’s incurrence of costs,
      expenses, losses or damages of any kind whatsoever in connection with the
      release of Hazardous Substances; which would reasonably be expected to
      have a material adverse effect on the business, assets or financial
      condition of the Borrower or result in cleanup expenses of Ten Million
      Dollars ($10,000,000.00) or more in the
  aggregate.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              With
      respect to the Unencumbered Pool Properties: (i) no portion of the
      Unencumbered Pool Properties has been used for the handling, processing,
      storage or disposal of Hazardous Substances except in connection with the
      use of the Unencumbered Pool Properties and any such use, handling,
      storage or disposal has been materially in accordance with applicable
      Environmental Laws; and no underground tank or other underground storage
      receptacle for Hazardous Substances is located on any portion of the
      Unencumbered Pool Properties except in material compliance with
      Environmental Laws; (ii) in the course of any activities conducted by the
      Borrower or the operators of its properties, no Hazardous Substances have
      been generated or are being used on the Unencumbered Pool Properties
      except materially in accordance with applicable Environmental Laws; (iii)
      there has been no release, i.e. any past or present releasing, spilling,
      leaking, pumping, pouring, emitting, emptying, discharging, injecting,
      escaping, disposing or dumping (a “Release”) or threatened Release of
      Hazardous Substances on, upon, into or from the Unencumbered Pool
      Properties, which Release would have a material adverse effect on the
      value of the Unencumbered Pool Properties; (iv) there have been no
      Releases on, upon, from or into any real property in the vicinity of any
      of the Unencumbered Pool Properties which, through soil or groundwater
      contamination, has come to be located on, and which has a material adverse
      effect on the value of the Unencumbered Pool Properties; and (v) any
      Hazardous Substances that have been generated by Borrower on any of the
      Unencumbered Pool Properties have been managed and/or disposed of
      materially in compliance with such permits and applicable Environmental
      Laws.

            


    

     


    
      
         


      

      
        19

         


      

      
         


      

    


    
      	
               
      

            	
              (iv)

            	
              Except
      with respect to the Unencumbered Pool Properties known as Blue Lagoon and
      Collins Crossing, neither the Borrower nor any property comprising the
      Unencumbered Pool Properties is subject to any applicable Environmental
      Law requiring the performance of Hazardous Substances site assessments, or
      the removal or remediation of Hazardous Substances, or the giving of
      notice to any governmental agency or the recording or delivery to other
      Persons of an environmental disclosure document or statement by virtue of
      the transactions set forth herein and contemplated hereby, in any case
      which would reasonably be expected to have a material adverse effect on
      the business, assets or financial condition of the Borrower or result in
      cleanup expenses of Ten Million Dollars ($10,000,000.00) or more in the
      aggregate.

            


    

     

    
      	
               
      

            	
              (v)

            	
              The
      Borrower shall indemnify, defend, and hold the Agent and the Lenders
      harmless of and from any claim brought or threatened against the Agent and
      the Lenders by the Borrower, any guarantor or endorser of the Obligations,
      or any governmental agency or authority or any other person (as well as
      from attorneys’ reasonable fees and expenses in connection therewith) on
      account of the presence of hazardous material or oil on any of the
      Unencumbered Pool Properties, the release of hazardous materials or oil on
      or from any of the Unencumbered Pool Properties, or the failure by the
      Borrower to comply with the terms and provisions hereof (each of which may
      be defended, compromised, settled, or pursued by the Agent with counsel of
      the Agent’s selection, but at the expense of the
      Borrower).  This indemnification covers any costs and expenses
      that the Agent and/or the Lenders may incur and any damages or other
      liabilities including reasonable attorneys’ fees for assessment,
      containment and/or removal of any hazardous material or oil from all or
      any portion of the Unencumbered Pool Properties or any surrounding
      areas.  The within indemnification shall survive payment of the
      Obligations and/or any termination, release, or discharge executed by the
      Agent in favor of the Borrower; provided, however, that such
      indemnification shall not apply to any claim brought or threatened against
      the Agent and/or the Lenders and arising from the Agent’s and/or the
      Lenders’ gross negligence or willful
misconduct.

            


    

     

    8.18           No Broker or
Finder.  Neither Borrower, nor anyone on behalf thereof, has
dealt with any broker, finder or other person or entity who or which may be
entitled to a broker’s or finder’s fee, or other compensation, payable by Agent
or the Lenders in connection with establishing of the Loan.

     


    
      
         


      

      
        20

         


      

      
         


      

    


    8.19           General.  Each
Borrower has disclosed any material fact or condition which is necessary to make
the representations and warranties set forth herein or in any other Loan
Document not materially misleading; provided that the Borrower shall have no
obligation to update any representation and warranty made as of a specific
date.

     

    8.20           Representations, Warranties,
Covenants and Agreements with Respect to the Unencumbered Pool
Properties.  The representations, warranties, covenants and
agreements contained herein with respect to the Unencumbered Pool Properties, or
any of the properties comprising the Unencumbered Pool Properties, shall be made
as of the date hereof and no representations, warranties, covenants and
agreements are made with respect to the Unencumbered Pool Properties subsequent
to the date hereof.

     

    9.           AFFIRMATIVE COVENANTS OF THE
BORROWER.  The Borrower covenants and agrees that, so long as
the Loan is outstanding:

     

    9.1           Punctual
Payment.  The Borrower will duly and punctually pay or cause to
be paid the principal and interest on the Loan and all other amounts provided
for in the Note, this Agreement and the other Loan Documents to which the
Borrower is a party, all in accordance with the terms of the Notes, this
Agreement and such other Loan Documents.

     

    9.2           Financial Statements,
Certificates and Information.  The Borrower will deliver, or
cause to be delivered, to the Lenders:

     

    
      	
               
      

            	
              (a)

            	
              as
      soon as practicable, but in any event not later than ninety (90) days
      after the end of each fiscal year of the Borrower, on a consolidated basis
      the audited balance sheet (i.e. SEC Form 10-K) of the Borrower at the end
      of such year, and the related audited statement of income, statement of
      retained earnings, changes in capital, operating statements, and statement
      of cash flows for such year, each setting forth in comparative form the
      figures for the previous fiscal year and all such statements to be in
      reasonable detail, prepared in accordance with generally accepted
      accounting principles, and accompanied by an auditor’s report prepared
      without qualification by Ernst & Young LLP or by another independent
      certified public accountant reasonably acceptable to the Lender, together
      with a written statement from the chief financial officer of the company
      stating that such officer has read a copy of this Agreement, and that, in
      making the examination necessary to said certification, such officer has
      obtained no knowledge of any Default or Event of Default under this
      Agreement, or, if such officer shall have obtained knowledge of any then
      existing Default or Event of Default he or she shall disclose in such
      statement any such Default or Event of Default.  In the event
      that the Borrower has filed a Notification of Late Filing Form (SEC Form
      12b-25) with the Securities and Exchange Commission, then the Borrower
      will not be in violation of this Section as long as the Borrower provides
      the Agent with such required financial statement no later than three
      Business Days after such financial statements have been filed with the
      Securities and Exchange Commission;

            


    

     


    
      
         


      

      
        21

         


      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              as
      soon as practicable, but in any event not later than forty-five (45) days
      after the end of each fiscal quarter of the Borrower, copies of the
      unaudited balance sheet (i.e. SEC Form 10Q) of the Borrower as at the end
      of such quarter, and the related unaudited statement of income, statement
      of retained earnings, changes in capital, and statement of cash flows for
      the portion of the Borrower’s fiscal year then elapsed, all in reasonable
      detail and prepared in accordance with generally accepted accounting
      principles, together with a certification by the principal financial or
      accounting officer, partner or trustee of the Borrower that the
      information contained in such financial statements fairly presents the
      financial position of the Borrower on the date thereof (subject to
      year-end adjustments) and that, in making the examination necessary to
      said certification, such Person has obtained no knowledge of any Default
      or Event of Default under this Agreement.  In the event that the
      Borrower has filed a Notification of Late Filing Form (Form 12b-25) with
      the Securities and Exchange Commission, then the Borrower will not be in
      violation of this Section as long as the Borrower provides the Agent with
      such required financial statement no later than three business days after
      such financial statements have been filed with the Securities and Exchange
      Commission;

            


    

     

    
      	
               
      

            	
              (c)

            	
              contemporaneously
      with the delivery of the financial statements referred to in clause (a)
      above, a statement of all contingent liabilities of the Borrower which are
      not reflected in such financial statements or referred to in the notes
      thereto, certified by the principal financial or accounting office of FSP
      as fairly presenting the financial condition of the Borrower as at the
      close of business on the date(s) thereof, and upon request of the Agent,
      annual budget and cash flow forecasts for the Borrower and Unencumbered
      Pool Properties all in reasonable
detail;

            


    

     

    
      	
               
      

            	
              (d)

            	
              simultaneously
      with the delivery of the financial statements referred to in clauses (a)
      and (b) above, a covenant compliance certificate signed by the principal
      financial or accounting officer of FSP and setting forth in reasonable
      detail computations evidencing compliance with the covenants contained in
      §10.8; and

            


    

     

    
      	
               
      

            	
              (e)

            	
              from
      time to time such other financial data and information (including
      accountants’ management letters) as the Lender may reasonably
      request.

            


    

     

    9.3           Insurance.

     

    
      	
               
      

            	
              (a)

            	
              Upon
      request, the Borrower will provide evidence of insurance with respect to
      each of the properties comprising the Unencumbered Pool
      Properties.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Borrower will provide the Agent with certificates evidencing such
      insurance upon the request of the
Agent.

            


    

     

    9.4           Liens and Other
Charges.  The Borrower will duly pay and discharge, or cause to
be paid and discharged, before the same shall become overdue all claims for
labor, materials, or supplies that if unpaid would reasonably be expected by law
to become a lien or charge upon any of its Other Properties, except for
Permitted Liens, or any of the Unencumbered Pool Properties, except as to the
Permitted Liens otherwise permitted in the definition of Unencumbered Pool
Properties.

     


    
      
         


      

      
        22

         


      

      
         


      

    


    9.5           Inspection of Unencumbered
Pool Properties and Books.  Subject to the cost limitation set
forth in Section 13 below,

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall permit the Agent and the Lenders at the Borrower’s expense,
      to visit and inspect any of the properties comprising the Unencumbered
      Pool Properties and will cooperate with the Agent and the Lenders during
      such inspections provided that this provision shall not be deemed to
      impose on the Agent and the Lenders any obligation to undertake such
      inspections; provided that so long as no Default or Event of Default shall
      have occurred and be continuing, the Borrower shall only be obligated to
      pay the reasonable expenses associated with one (1) such investigation of
      the books of account of the Borrower during any twelve (12) month period
      commencing with the first anniversary of this Agreement.  Any
      such inspections are to be conducted during normal business hours and
      prior to the occurrence and continuation of an Event of Default, Lenders
      shall provide Borrower with forty-eight (48) hours advance
      notice.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Borrower shall permit the Agent and the Lenders at the Borrower’s
      reasonable expense to discuss the affairs, finances and accounts of the
      Borrower with, and to be advised as to the same by, its officers,
      partners, or trustees, all at such reasonable times and intervals as the
      Agent and Lenders may reasonably
request.

            


    

     

    9.6           Compliance with Laws,
Contracts, Licenses, and Permits.  The Borrower will comply in
all material respects with (a) the applicable laws and regulations wherever its
business is conducted, including all Environmental Laws and, in the case of the
Borrower, all Requirements, (b) the provisions of its Organizational Documents
and all Loan Documents to which Borrower or Subsidiary are signatories, (c) all
agreements and instruments by which it or any of its properties may be bound,
including, all restrictions, covenants and easements affecting the Unencumbered
Pool Properties, (d) all applicable decrees, orders and judgments, and (e) all
licenses and permits required by applicable laws and regulations for the conduct
of its business or the ownership, use or operation of its
properties.

     

    9.7           Use of
Proceeds.  The Borrower will use the proceeds of the Loan
solely for the purposes described herein.  No portion of the Loan
shall be used directly or indirectly, and whether immediately, incidentally or
ultimately (i) to purchase or carry any margin stock, or to extend credit to
others for the purpose thereof, or to repay or refund indebtedness previously
incurred for such purpose, within the meaning of the regulations of the Board of
Governors of the Federal Reserve System including, without limitation,
Regulations G, U and X and the interpretations thereof, or (ii) for any purpose
which would violate or is inconsistent with the provisions of regulations of the
Board of Governors of the Federal Reserve System including, without limitation,
Regulations G, U and X thereof.

     


    
      
         


      

      
        23

         


      

      
         


      

    


    9.8           Publicity.  The
Borrower will permit the Lenders to obtain publicity in connection with the
financing through press releases.  The Borrower shall be provided with
an opportunity to review and approve such publicity prior to
publication.

     

    9.9           Further Assurances.
The Borrower will cooperate with, and will do such further acts and execute such
further instruments and documents as the Agent and the Lenders shall reasonably
request to carry out to its satisfaction the transactions contemplated by this
Agreement and the other Loan Documents.

     

    9.10           Notices.  The
Borrower will promptly notify the Agent in writing of (i) the occurrence of any
Event of Default; (ii) the occurrence of any other event which is likely to have
a materially adverse effect on any of the properties comprising the Unencumbered
Pool Properties or the business or financial condition of the Borrower; or (iii)
the receipt by the Borrower of any notice of default or notice of termination
with respect to any contract or agreement relating to the ownership, operation,
or use of any of the properties comprising the Unencumbered Pool Properties
which is likely to have a materially adverse effect on the
Borrower.

     

    9.11           Other Affirmative
Covenants.  The Borrower will:

     

    
      	
               
      

            	
              (a)

            	
              On
      a consolidated basis, (a) not become insolvent, (b) not have unreasonably
      small capital with which to engage in its business, (c) not incur
      Indebtedness beyond its ability to pay such Indebtedness as it matures,
      and (d) have assets having a value in excess of amounts required to pay
      any Indebtedness;

            


    

     

    
      	
               
      

            	
              (b)

            	
              At
      all times hold itself out to the public as a legal entity, separate and
      distinct from any other Person, including any Subsidiary of the Borrower,
      or any parent or affiliate of the Borrower;
and

            


    

     

    
      	
               
      

            	
              (c)

            	
              Maintain
      adequate capital for the normal obligations reasonably foreseeable for a
      business of its size and character and in light of its contemplated
      business operations.

            


    

     

    9.12           Control of
Borrower.  Borrower agrees that at least two of George J.
Carter, Barbara J. Fournier, Janet P. Notopoulos, John G. Demeritt, John N.
Burke or Georgia Murray or a replacement officer (or director) which is approved
by Lenders in its reasonable discretion, shall, at all times maintain control of
the day to day operations of the Borrower; provided that it shall not be a
Default or an Event of Default during the period of ninety (90) days during
which replacement director(s) or officer(s), as the case may be, are being
sought and approved.  The parties acknowledge that Georgia Murray and
John Burke are currently members of the board of directors of FSP, and as such,
do not maintain control the day to day operations of the Borrower as of the date
hereof.

     

    9.13           Wholly Owned
Subsidiary.  The Borrower shall provide Agent with written
notice of the establishment of a Wholly Owned Subsidiary.  At the time
of an Acquisition by a Wholly Owned Subsidiary, such Wholly Owned Subsidiary
which has become an owner of a Property in connection with such Acquisition
shall execute the Joinder Documents so as to become a Borrower under this
Agreement.

     


    
      
         


      

      
        24

         


      

      
         


      

    


    9.14           Maintenance of Borrower’s
Properties.  Borrower will protect and maintain, or cause to be
maintained, in a manner consistent with Borrower’s current maintenance standards
at all times, the buildings and structures now standing or hereafter erected on
the Borrower’s properties, and any additions and improvements thereto, and all
personal property now or hereafter situated therein, and the utility services,
the parking areas and access roads, and all building fixtures and equipment and
articles of personal property now or hereafter acquired and used in connection
with the operation of the Borrower’s properties.

     

    9.15           Acquisitions, Dispositions
and Syndication of Borrower’s Assets.  Borrower shall provide
Agent with written notice of all dispositions or Acquisitions of individual
properties by FSP or a Wholly Owned Subsidiary within seven (7) days prior to
the disposition or Acquisition.  With respect to any Acquisitions, the
notice shall include the location of the property, the purchase price and the
projected closing date.  With respect to any disposition (other than
an Affiliate Disposition) of individual properties by a Wholly Owned Subsidiary,
the notice shall include a certification from the chief financial officer of FSP
stating that such disposition shall not cause a violation of any covenant
contained herein, including, without limitation, any breach of §10.8, both
before and after such disposition, and that no Default or Event of Default
exists hereunder.  With respect to Syndication REITS, Borrower will
provide Agent with a copy of the applicable confidential offering memorandum on
or before the first Syndication Event for such
offering.  .   All real property acquired in an
Acquisition by FSP or a Wholly Owned Subsidiary (including a 1031 Property)
shall become part of the Property and shall be subject to the terms hereof, and
the definition of Property shall include all such real property (including 1031
Property) and to exclude any real property disposed of by the Borrower pursuant
to the terms hereof.

     

    9.16           Business
Activities.  The Borrower shall limit its business activities
to the ownership, construction, operation and maintenance of income producing
properties and investment banking activities related thereto and all matters
incidental or accessory thereto.

     

    10.           NEGATIVE COVENANTS OF THE
BORROWER.  The Borrower covenants and agrees that, so long as
the Loan is outstanding or the Lenders have any obligation to make any
Advances:

     

    10.1           No Amendments, Terminations
or Waivers.  The Borrower will not, directly or indirectly,
amend, or allow the amendment of, any of the Organizational Documents of the
Borrower following the date of this Agreement in any material
respect.

     

    10.2           Restrictions on
Indebtedness.  The Borrower will not create, incur, assume,
guaranty or be or remain liable, contingently or otherwise, with respect to any
Indebtedness other than:

     

    
      	
               
      

            	
              (a)

            	
              Indebtedness
      to the Agent and the Lenders arising under any of the Loan
      Documents;

            


    

     

    
      	
               
      

            	
              (b)

            	
              current
      liabilities of the Borrower incurred in the ordinary course of business
      but not incurred through (i) the borrowing of money, or (ii) the obtaining
      of credit except for credit on an open account basis customarily extended
      and in fact extended in connection with normal purchases of goods and
      services;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Indebtedness
      arising under the Revolver Loan;

            


    

     


    
      
         


      

      
        25

         


      

      
         


      

    


    
      	
               
      

            	
              (d)

            	
              Indebtedness
      on acquired properties which was existing on such properties as of the
      date of the acquisition and replacement financing
  thereof;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Indebtedness
      secured by liens on Other Properties, and the liens on Unencumbered Pool
      Properties (limited to Permitted Liens permitted in the definition of
      Unencumbered Pool Properties) subject to the limitations in Section
      10.8(g);

            


    

     

    
      	
               
      

            	
              (f)

            	
              Hedging
      Obligations;

            


    

     

    
      	
               
      

            	
              (g)

            	
              Contingent
      liabilities associated with the disposition of properties, provided that
      any such liabilities would not reasonably be expected to have a material
      adverse effect on Borrower’s financial condition;
  and

            


    

     

    
      	
               
      

            	
              (h)

            	
              Indebtedness
      not to exceed the principal amount of $1,000,000 at any time outstanding,
      including without limitation guarantees and capital
  leases.

            


    

     

    10.3           Restrictions on Liens,
Etc.  With the exception of Permitted Liens, the Borrower will
not  (a) create or incur or suffer to be created or incurred or to
exist any lien, encumbrance, mortgage, pledge, charge or other security interest
of any kind upon any of the Borrower’s Properties, or upon the income or profits
therefrom; (b) transfer any of the Borrower’s Properties or the income or
profits therefrom for the purpose of subjecting the same to the payment of
Indebtedness or performance of any other obligation in priority to payment of
its general creditors, except as provided in Section 10.2(e); (c) acquire, or
agree or have an option to acquire, any property or assets upon conditional sale
or other title retention or purchase money security agreement, device or
arrangement; (d) suffer to exist for a period of more than thirty (30) days
after the same shall have been incurred any Indebtedness or claim or demand
against it that if unpaid would likely by law or upon bankruptcy or insolvency,
or otherwise, be given any priority whatsoever over its general creditors; or
(e) sell, assign, pledge or otherwise transfer any accounts, contract rights,
general intangibles, chattel paper or instruments, with or without recourse;
provided that the Borrower may create or incur or suffer to be created or
incurred or to exist liens in favor of the Lenders under the Loan Documents and
in favor of the agent and lenders under the Revolver
Loan.  Notwithstanding the foregoing, the Borrower may sell any of its
Property, whether now owned or hereafter acquired, provided that prior to and
after any such sale (i) the Borrower is in compliance with all of its covenants
herein, including, without limitation, the financial covenants contained in
§10.8, and (ii) No Default or Event of Default has occurred and is continuing
hereunder.

     

    10.4           Restrictions on Loans and
Investments.  The Borrower will not make or permit to exist or
to remain outstanding any loan by the Borrower to any Person or any Investment
except Investments in:

     

    
      	
               
      

            	
              (a)

            	
              marketable
      direct or guaranteed obligations of the United States of America that
      mature within two (2) years from the date of purchase by the
      Borrower;

            


    

     

    
      	
               
      

            	
              (b)

            	
              demand
      deposits and bankers acceptances of United States banks having total
      assets in excess of $1,000,000,000;

            


    

     


    
      
         


      

      
        26

         


      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              certificates
      of deposit and time deposits of United States banks having total assets in
      excess of $1,000,000,000 that mature within one (1) year from the date of
      purchase by the Borrower;

            


    

     

    
      	
               
      

            	
              (d)

            	
              securities
      commonly known as “commercial paper” issued by a corporation organized and
      existing under the laws of the United States of America or any state
      thereof that at the time of purchase have been rated and the ratings for
      which are not less than “P 1” if rated by Moody’s Investors Services,
      Inc., and not less than “A 1” if rated by Standard and
    Poor’s;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Subsidiaries;

            


    

     

    
      	
               
      

            	
              (f)

            	
              investments
      in Real Estate Assets

            


    

     

    
      	
               
      

            	
              (g)

            	
              mutual
      funds managed by Agent and Co-Agent or their respective
      affiliates;

            


    

     

    
      	
               
      

            	
              (h)

            	
              mutual
      or closed-end funds substantially all of whose assets are comprised or
      securities of the types described in clauses (a) through (d) and (g)
      above;

            


    

     

    
      	
               
      

            	
              (i)

            	
              Investments
      in an aggregate amount not to exceed
  $2,500,000.00;

            


    

     

    
      	
               
      

            	
              (j)

            	
              Investments
      consisting of loans and advances to employees for reasonable travel,
      relocation and business expenses in the ordinary course of business,
      extensions of trade credit in the ordinary course of business and prepaid
      expenses in the ordinary course of
business;

            


    

     

    
      	
               
      

            	
              (k)

            	
              Investments
      in connection with Syndication Events and Acquisitions;
  and

            


    

     

    
      	
               
      

            	
              (l)

            	
              Investments
      in land, development projects, and joint ventures which do not exceed ten
      (10%) percent of Consolidated Total Asset
Value.

            


    

     

    10.5           Merger, Consolidation,
Conversion, Business Operations, and Ownership and Disposition of
Assets.

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall not own any assets other than investments permitted in 10.4
      (a) - (l), income-producing properties, other assets incidental to the
      ownership or operation of such property, investment banking services and
      property management companies.

            


    

     

    
      	
               
      

            	
              (b)

            	
              After
      the date of this Agreement, the Borrower will not become a party to any
      merger or consolidation, or agree to or effect any asset acquisition or
      stock acquisition except in connection with (i) the establishment of a
      Syndication REIT, (ii) a Syndication Event, or (iii) an
      Acquisition.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Borrower will not convert into any other type of entity that would
      adversely affect the Borrower’s status as a
  REIT.

            


    

     


    
      
         


      

      
        27

         


      

      
         


      

    


    
      	
               
      

            	
              (d)

            	
              The
      Borrower will not engage in any business operations other than those
      necessary for or incidental to the ownership, construction, management, or
      operation of income-producing property, Real Estate Assets, and investment
      banking services.

            


    

     

    10.6           Sale and
Leaseback.  The Borrower will not enter into any arrangement,
directly or indirectly, whereby the Borrower shall sell or transfer any property
owned by it in order then or thereafter to lease such property or lease other
property that the Borrower intends to use for substantially the same purpose as
the property being sold or transferred.

     

    10.7           Distributions.  Except
for Distributions necessary to maintain the REIT status of the Borrower, after
the occurrence and during the continuation of a Default or an Event of Default
(unless and until cured within any applicable cure period), the Borrower will
not make any Distributions.  The Borrower will also not make any
Distributions which would cause a Default or Event of Default

     

    10.8           Financial
Covenants.  The Borrower covenants and agrees that, so long as
the Loan is outstanding,

     

    
      	
               
      

            	
              (a)

            	
              Loan to
      Value.  The ratio (“Loan to Value Ratio”) obtained by
      dividing the aggregate, without duplication, of (i) the outstanding
      principal balance of the Loan, (ii) the outstanding principal balance of
      the Revolver Loan (inclusive of the face amount of any undrawn Letters of
      Credit issued thereunder), and (iii) other unsecured indebtedness for
      borrowed money, by the Value of the Unencumbered Pool Properties,
      expressed as a percentage, shall not be greater than sixty percent
      (60%).  This covenant shall be tested at the end of each fiscal
      quarter of the Borrower.  In testing compliance with this
      covenant the Value of the Unencumbered Pool Properties attributed to any
      one property may not exceed 20% of the aggregate Value of the Unencumbered
      Pool Properties for all properties.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Ratio of Net Operating
      Income to Debt Service Charges.  The Borrower will not
      permit the ratio of Net Operating Income of Borrower to Debt Service
      Charges to be less than 2.0 to 1.0.  This covenant shall be
      tested at the end of each fiscal quarter of the
  Borrower.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Consolidated
      Indebtedness.  The Borrower will not permit Consolidated
      Indebtedness to exceed 50% of the aggregate of (i) the Value of the
      Properties plus (ii) the book value of all tangible assets of the Borrower
      (other than real estate and after eliminating any duplication which will
      include (a) cash and cash equivalents, (b) stock held in Syndication
      REITS, and (c) mortgage receivables from Syndication
      REITS).  This covenant shall be tested at the end of each fiscal
      quarter of the Borrower.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Unencumbered
      Liquidity.  The Borrower shall maintain minimum
      unencumbered cash and other liquid investments in the form of the
      Investments described in Section 10.4 (a) through (d),(g) and (h), and in
      trust accounts, in an amount of not less than of
      $15,000,000.  This covenant shall be tested at the end of each
      fiscal quarter of the Borrower.

            


    

     


    
      
         


      

      
        28

         


      

      
         


      

    


    
      	
               
      

            	
              (e)

            	
              Account
      Balances.  The Borrower, any Wholly Owned Subsidiaries
      and affiliated companies, shall, at all times, maintain with the Agent or
      its affiliate minimum checking account and savings account (exclusive of
      trust accounts) collected balances of $1,500,000.00 (less any amount
      maintained in checking accounts and savings accounts (exclusive of trust
      accounts) with the agent under the Revolver Loan).  This
      covenant shall be tested at the end of each fiscal quarter of the
      Borrower.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Net
      Worth.  The Borrower shall, at the end of each fiscal
      quarter, maintain a minimum Tangible Net Worth of $552,000,000.00 plus
      seventy-five (75%) percent of (i) any net proceeds from future offerings
      of stock of FSP, or (ii) any increase in shareholder equity of FSP arising
      from mergers.  This covenant shall be tested at the end of each
      fiscal quarter of the Borrower.

            


    

     

    
      	
               
      

            	
              (g)

            	
              Maximum Secured
      Debt.  The Borrower will not permit secured Indebtedness
      of the Borrower to exceed 25% of the Value of the
    Properties.

            


    

     

    
      	
               
      

            	
              (h)

            	
              Unencumbered Pool
      Coverage Ratio.  The Borrower will not permit the ratio
      of Net Operating Income attributable to the ownership or operation of the
      Unencumbered Pool Properties to Debt Service Charges on Unencumbered
      Properties to be less than 2.0 to 1.0.  This covenant shall be
      tested at the end of each fiscal quarter of the
  Borrower.

            


    

     

    10.9           Other Negative
Covenants.  The Borrower will not:

     

    
      	
               
      

            	
              (a)

            	
              Seek
      the dissolution or winding up, in whole or in part, of the Borrower (other
      than after the property of such Borrower has been disposed of in
      accordance with the provisions of this Agreement) or voluntarily file, or
      consent to the filing of, a petition for bankruptcy, reorganization,
      assignment for the benefit of creditors or similar proceedings;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              Commingle
      any of its accounts with accounts of any other Person, including, any
      Subsidiary of the Borrower, or parent or affiliate of the
      Borrower.

            


    

     

    11.           EVENTS OF DEFAULT AND
REMEDIES.

     

    11.1           Events of
Default.  The
occurrence of any one or more of the following conditions or events shall
constitute an “Event of Default”:

     

    
      	
               
      

            	
              (a)

            	
              any
      failure by the Borrower to pay, within five (5) days of the due date, any
      interest on or principal of or other sum payable under the Notes;
      or

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      failure by the Borrower to pay as and when due and payable any other sums
      to be paid by the Borrower to the Agent or the Lenders under this
      Agreement and the continuance of such failure for a period of five (5)
      days after notice thereof from the Agent;
or

            


    

     


    
      
         


      

      
        29

         


      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              with
      the exception of a Permitted Lien, title to the Unencumbered Pool
      Properties is or becomes reasonably unsatisfactory to the Lenders by
      reason of any lien, charge, encumbrance, title condition or exception and
      such matter causing title to be or become unsatisfactory is not cured to
      Lenders’ reasonable satisfaction or removed within twenty (20) days after
      notice thereof from the Agent to the Borrower;
  or

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Unencumbered Pool Properties or any material part thereof is subject to a
      Taking; or

            


    

     

    
      	
               
      

            	
              (e)

            	
              any
      failure by the Borrower to duly observe or perform any term, covenant,
      condition or agreement contained in §9.3, §9.13, §10.1, §10.2, §10.4,
      §10.8 or §10.9 hereof; or

            


    

     

    
      	
               
      

            	
              (f)

            	
              any
      representation or warranty made or deemed to be made by or on behalf of
      the Borrower in this Agreement or in any of the other Loan Documents, or
      in any report, certificate, financial statement, document or other
      instrument delivered pursuant to or in connection with this Agreement, any
      Advance or any of the other Loan Documents, shall prove to have been false
      or incorrect in any material respect upon the date when made or deemed to
      be made or repeated; or

            


    

     

    
      	
               
      

            	
              (g)

            	
              any
      dissolution, termination, partial or complete liquidation, merger or
      consolidation of the Borrower, or any sale, transfer or other disposition
      of all or substantially all of the assets of the Borrower, other than as
      permitted under the terms of this Agreement;
or

            


    

     

    
      	
               
      

            	
              (h)

            	
              any
      suit or proceeding shall be filed against the Borrower or any of the
      properties comprising the Unencumbered Pool Properties which is reasonably
      likely to result in a judgment which would have a materially adverse
      affect on the ability of the Borrower to perform their respective material
      obligations under and by virtue of the Loan Documents;
  or

            


    

     

    
      	
               
      

            	
              (i)

            	
              unless
      otherwise approved by Required Lenders in their reasonable discretion, at
      least two of George J. Carter, Barbara J. Fournier, Janet P. Notopoulos,
      John G. Demeritt, John N. Burke or Georgia Murray or a replacement officer
      or director approved by the Lenders in their reasonable discretion, fails
      to retain control of the day to day management of the Borrower; provided
      that it shall not be a Default or an Event of Default for ninety (90) days
      while Borrower is seeking to replace such officer or director;
      or

            


    

     

    
      	
               
      

            	
              (j)

            	
              any
      failure by the Borrower to pay at maturity, or within any applicable
      period of grace, any material obligation for borrowed money or credit
      received, including, without limitation, any Obligations, or in respect of
      any capitalized material lease, or any failure to observe or perform any
      material term, covenant or agreement contained in any material agreement
      evidencing or securing borrowed money or credit received, or in respect of
      any capitalized lease, and the result of such failure is that the holder
      or holders thereof or of any obligations issued thereunder to accelerate
      the maturity thereof; or

            


    

     


    
      
         


      

      
        30

         


      

      
         


      

    


    
      	
               
      

            	
              (k)

            	
              Borrower
      shall file a voluntary petition in bankruptcy under Title 11 of the United
      States Code, or an order for relief shall be issued against any such
      Person in any involuntary petition in bankruptcy under Title 11 of the
      United States Code, or  any such Person shall file any petition
      or answer seeking or acquiescing in any reorganization, arrangement,
      composition, readjustment, liquidation, dissolution or similar relief for
      itself under any present or future federal, state or other law or
      regulation relating to bankruptcy, insolvency or other relief of debtors,
      or such Person shall seek or consent to or acquiesce in the appointment of
      any custodian, trustee, receiver, conservator or liquidator of such
      Person, or of all or any substantial part of its respective property, or
      such Person shall make an assignment for the benefit of creditors, or such
      Person shall give notice to any governmental authority or body of
      insolvency or pending insolvency or suspension of operation;
      or

            


    

     

    
      	
               
      

            	
              (l)

            	
              an
      involuntary petition in bankruptcy under Title 11 of the United States
      Code shall be filed against the Borrower and such petition shall not be
      dismissed within sixty (60) days of the filing thereof;
  or

            


    

     

    
      	
               
      

            	
              (m)

            	
              a
      court of competent jurisdiction shall enter any order, judgment or decree
      approving a petition filed against the Borrower seeking any
      reorganization, arrangement, composition, readjustment, liquidation or
      similar relief under any present or future federal, state or other law or
      regulation relating to bankruptcy, insolvency or other relief for debtors,
      or appointing any custodian, trustee, receiver, conservator or liquidator
      of all or any substantial part of its property;
  or

            


    

     

    
      	
               
      

            	
              (n)

            	
              any
      uninsured final judgment in excess of $2,000,000 shall be rendered against
      the Borrower and shall remain in force, undischarged, unsatisfied and
      unstayed, for more than thirty (30) days, whether or not consecutive;
      or

            


    

     

    
      	
               
      

            	
              (o)

            	
              any
      of the Loan Documents shall be canceled, terminated, revoked or rescinded
      by Borrower otherwise than in accordance with the terms thereof or with
      the express prior approval of the Lenders, or any action at law, suit in
      equity or other legal proceeding to cancel, revoke or rescind any of the
      Loan Documents shall be commenced by or on behalf of the Borrower which is
      a party thereto or any of their respective stockholders, partners or
      beneficiaries, or any court or any other governmental or regulatory
      authority or agency of competent jurisdiction shall make a determination
      that, or issue a judgment, order, decree or ruling to the effect that, any
      one or more of the Loan Documents is illegal, invalid or unenforceable
      against the Borrower in accordance with the terms thereof;
    or

            


    

     

    
      	
               
      

            	
              (p)

            	
              any
      Borrower or any Subsidiary thereof shall be indicted for a federal or
      state crime, a punishment for which could include the forfeiture of any of
      its assets; or

            


    

     


    
      
         


      

      
        31

         


      

      
         


      

    


    
      	
               
      

            	
              (q)

            	
              any
      failure by the Borrower to duly observe or perform any other term,
      covenant, condition or agreement under this Agreement and continuance of
      such failure for a period of thirty (30) days after notice thereof from
      the Agent; or

            


    

     

    
      	
               
      

            	
              (r)

            	
              any
      failure by the Borrower to duly perform all of its obligations under any
      Hedging Contract that hedges Borrower’s interest rates under this
      Agreement, which such failure results in the designation by the Agent of
      an “Early Termination Date” with respect to the Borrower pursuant to (and
      as defined in)  Section 6(a) of the applicable Hedging Contract;
      or

            


    

     

    
      	
               
      

            	
              (s)

            	
              any
      Event of Default under the Revolver Loan;
or

            


    

     

    
      	
               
      

            	
              (t)

            	
              any
      “Event of Default”, as defined or otherwise set forth in any of the other
      Loan Documents, shall occur.

            


    

     

    11.2           Termination of Advances and
Acceleration.  Upon the occurrence of any Default or Event of
Default, Lenders shall have the right to suspend the making of any
Advances.  Further, if any one or more Events of Default shall occur
and be continuing, the Agent may by notice to the Borrower declare the Lenders’
obligations to make Advances hereunder to be terminated, whereupon the same
shall terminate and the Lenders shall be relieved of all obligations to make
Advances to the Borrower, and/or declare all unpaid principal of and accrued
interest on the Notes, together with all other amounts owing under the Loan
Documents, to be immediately due and payable, whereupon same shall become and be
immediately due and payable, anything in the Loan Documents to the contrary
notwithstanding, without presentment, protest, demand or other notice of any
kind, all of which are hereby expressly waived by the Borrower and, to the
extent Lenders hold in an account any unapplied proceeds from a Syndication
Event, Agent or the Lenders may immediately apply such funds in satisfaction of
any unpaid principal of and accruing interest on the Notes; provided that if any
one or more of the Events of Default specified in §11.1 (k), §11.1 (l), or §11.1
(m), above, shall occur with respect to any Borrower, the Lenders’ obligations
to make Advances hereunder automatically shall so terminate and all unpaid
principal of and accrued interest on the Notes, together with all other amounts
owing under the Loan Documents, automatically shall become and be immediately so
due and payable, without any declaration or other act on the part of the Agent
or the Lenders.

     

    11.3           Other
Remedies.  If any one or more of the Events of Default shall
have occurred and continued beyond any applicable grace periods, and whether or
not the Lenders shall have terminated its obligations to make Advances or
accelerated the maturity of the Loan pursuant to §11.2, the Agent and the
Lenders may proceed to protect and enforce its rights and remedies under this
Agreement, the Note or any of the other Loan Documents, including, by
foreclosure, exercise of set-off or pledge rights and/or by suit in equity,
action at law or other appropriate proceeding, whether for the specific
performance of any covenant or agreement contained in this Agreement and the
other Loan Documents or any instrument pursuant to which the Obligations are
evidenced, including as permitted by applicable law the obtaining of the ex
parte appointment of a receiver, and, if any amount owed to the Agent or the
Lenders shall have become due, by declaration or otherwise, proceed to enforce
the payment thereof or any other legal or equitable right of the Agent or the
Lenders.  No remedy conferred upon the Agent or the Lenders or the
holder of the Note in this Agreement or in any of the other Loan Documents is
intended to be exclusive of any other remedy and each and every remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or
thereunder or now or hereafter existing at law or in equity or by statute or any
other provision of law.

     


    
      
         


      

      
        32

         


      

      
         


      

    


    Notwithstanding
any provisions of this Agreement to the contrary, all terms and conditions of
this Agreement, and all rights and remedies of the Lenders hereunder are subject
to and limited by the terms and conditions of the Intercreditor Agreement as the
terms of the Intercreditor Agreement may be applicable to same.

     

    11.4           Distribution of
Proceeds.  Subject to the terms and conditions hereof, the
Agent shall distribute all Liquidation Proceeds allocated to the Loan as
provided above on a pro-rata basis in the order and manner set forth
below:

     

    
      	
               
      

            	
              First:

            	
              To the Agent, towards any fees and
      any expenses for which the Agent is entitled to reimbursement under this
      Agreement or the other Loan Documents not theretofore paid to the
      Agent.

            


    

     

    
      	
               
      

            	
              Second:

            	
              To all Lenders in accordance with
      their proportional share based upon their respective Commitment
      Percentages until all Lenders have been reimbursed for all expenses which
      such Lenders have previously paid to the Agent and not theretofore paid to
      such Lenders.

            


    

     

    
      	
               
      

            	
              Third:

            	
              To the ratable payment, on a pari
      passu basis, of (a) all principal and interest due to Lenders under the
      Loan, with each Lender applying the proceeds for purposes of this
      Agreement first against the outstanding principal balance due to such
      Lender under the Loan and then to accrued and unpaid interest due under
      the Loans, and (b) any outstanding obligations under any Hedging Contracts
      (including outstanding obligations to any hedge provider which was a
      Lender or Affiliate of a Lender at the time such derivative transaction
      was entered into).

            


    

     

    
      	
               
      

            	
              Fourth:

            	
              To all applicable Lenders in
      accordance with their proportional share based upon their respective
      Commitment Percentages until all Lenders have been paid in full all other
      amounts due to such Lenders under the Loan including, without limitation,
      any costs and expenses incurred directly by such Lenders to the extent
      such costs and expenses are reimbursable to such Lenders by the Borrowers
      under the Loan Documents.

            


    

     

    
      	
               
      

            	
              Fifth:

            	
              To the Borrowers or such third
      parties as may be entitled to claim Liquidation
      Proceeds.

            


    

     

    


    11.5           Power of
Attorney.  For the purposes of carrying out the provisions and
exercising the rights, remedies, powers and privileges granted by or referred to
in this Article, after the occurrence of an Event of Default and during the
continuation thereof the Borrower hereby irrevocably constitutes and appoints
the Agent its true and lawful attorney-in-fact, with full power of substitution,
to execute, acknowledge and deliver any instruments and do and perform any acts
which are referred to in this Article, in the name and on behalf of the
Borrower.  The power vested in such attorney-in-fact is, and shall be
deemed to be, coupled with an interest and irrevocable.

     


    
      
         


      

      
        33

         


      

      
         


      

    


    11.6           Waivers.  The
Borrower hereby waives to the extent not prohibited by applicable law and to the
extent not expressly required hereunder (a) all presentments, demands for
performance, notices of nonperformance (except to the extent required by the
provisions hereof or of any of the other Loan Documents), protests and notices
of dishonor, (b) any requirement of diligence or promptness on the Agent’s or
Lenders’ part in the enforcement of its rights (but not fulfillment of its
obligations) under the provisions of this Agreement or any of the other Loan
Documents, and (c) any and all notices of every kind and description which may
be required to be given by any statute or rule of law and any defense of any
kind which the Borrower may now or hereafter have with respect to its liability
under this Agreement or under any of the other Loan Documents.

     

    12.           SETOFF.  After
the occurrence and during the continuation of an Event of Default, Borrower
agrees that Lenders may set off on account of the Obligations upon and against
all of Borrower’s accounts maintained with the Lenders (excluding all
non-Borrower accounts or trust accounts) deposits, credits and other property,
now or hereafter in the possession, custody, safekeeping or control of Lenders
or any entity related to or affiliated with Lenders or in transit to any of
them.  After the occurrence of an Event of Default continuing beyond
any applicable grace periods, any such deposits (general or specific, time or
demand, provisional or final, regardless of currency, maturity, or the branch of
the Lender where such deposits are held) credits and property may be applied to
or set off, without notice or compliance with any other condition precedent (all
of which is hereby waived) against the payment of the Obligations and any and
all other Obligations in such manner and order as Lenders in its sole discretion
may determine subject to §11.4.

     

    13.           EXPENSES.  The
Borrower agrees to pay (a) the reasonable costs of producing and reproducing
this Agreement, the other Loan Documents and the other agreements and
instruments mentioned herein, (b) any taxes (including any interest and
penalties in respect thereto) payable by the Lenders (other than franchise taxes
and taxes based upon the Lenders’ net income or receipts), including any taxes
payable on or with respect to the transactions contemplated by this Agreement,
including any taxes payable by the Lenders after the Closing Date (the Borrower
hereby agreeing to indemnify the Lenders with respect thereto), (c) the
reasonable fees, expenses and disbursements of the Agent’s counsel or any local
counsel to the Agent incurred in connection with the preparation or
interpretation of the Loan and the Loan Documents and other instruments
mentioned herein, the making of each Advance hereunder, and amendments,
modifications, approvals, consents or waivers hereto or hereunder, (d) the
reasonable fees, expenses and disbursements of the Agent incurred in connection
with the preparation or interpretation of the Loan and the Loan Documents and
other instruments mentioned herein, and the making of each Advance hereunder
(including all reasonable appraisal fees, and surveyor fees subject to the terms
of §9.5 hereof), (e) all reasonable out-of-pocket expenses (including reasonable
attorneys’ fees and costs) and the reasonable fees and costs of consultants,
accountants, auctioneers, receivers, brokers, property managers, appraisers,
investment bankers or other experts retained by the Agent or the Lenders in
connection with (i) the enforcement of or preservation of rights under any of
the Loan Documents against the Borrower or the administration thereof after the
occurrence and during the continuation of a Default or Event of Default and (ii)
any litigation, proceeding or dispute arising hereunder, (f) all reasonable
fees, expenses and disbursements of the Agent and the Lenders incurred in
connection with UCC searches, UCC filings, title rundowns, title searches or
mortgage recordings in accordance with the terms hereof; and (g) all reasonable
costs associated with annual inspections, or at any time after the occurrence
and continuation of an Event of Default, all reasonable expenses incurred by
Agent for site visits for real property located outside of the Commonwealth of
Massachusetts which expenses shall not exceed $10,000.00 per year.  The
covenants of this Section shall survive payment or satisfaction of payment of
all amounts owing with respect to the Notes.

     


    
      
         


      

      
        34

         


      

      
         


      

    


    14.           INDEMNIFICATION.  The
Borrower agrees to indemnify and hold harmless the Agent and the Lenders from
and against any and all claims, actions and suits, whether groundless or
otherwise, and from and against any and all liabilities, losses, damages and
expenses of every nature and character arising out of this Agreement or any of
the other Loan Documents or the transactions contemplated hereby and thereby
including, without limitation, (a) any brokerage, leasing, finders or similar
fees, (b) any disbursement of the proceeds of any of the Advances, (c) any
condition of the properties comprising the Unencumbered Pool Properties whether
related to the quality of construction or otherwise, (d) any actual or proposed
use by the Borrower of the proceeds of any of the Advances, (e) any actual or
alleged violation of any Requirements or Project Approvals, (f) any action taken
by Lender to enforce its rights and remedies under the Loan Documents, including
the rights and remedies set forth in §11 hereof, or (g) the Borrower entering
into or performing this Agreement or any of the other Loan Documents, in each
case including, without limitation, the reasonable fees and disbursements of
counsel incurred in connection with any such investigation, litigation or other
proceeding, and in each case except to the extent such claims, actions, suits,
liabilities, losses, damages or costs arise due to Agent’s or a Lender’s gross
negligence or intentional misconduct.  In litigation, or the
preparation therefor, the Lenders shall be entitled to select its own counsel
and, in addition to the foregoing indemnity, the Borrower agrees to pay within
thirty (30) days the reasonable fees and expenses of such
counsel.  The obligations of the Borrower under this Section shall
survive the repayment of the Loan and shall continue in full force and effect so
long as the possibility of such claim, action or suit exists.  If, and
to the extent that the obligations of the Borrower under this Section are
unenforceable for any reason, the Borrower hereby agrees to make the maximum
contribution to the payment in satisfaction of such obligations which is
permissible under applicable law.

     

    15.           LIABILITY OF THE AGENT AND
THE LENDERS.   The liability of the Agent and the Lenders
to the Borrower for any breach of the terms of this Agreement by the Agent and
the Lenders shall not exceed a sum equal to the amount which the Lenders shall
be determined to have failed to advance in consequence of a breach by the
Lenders of its obligations under this Agreement, together with interest thereon
at the rate payable by the Borrower under the terms of the Notes for Advances
which the Borrower is to receive hereunder, computed from the date when the
Advance should have been made by the Lenders to the date when the Advance is, in
fact, made by the Lenders, and, upon the making of any such payment by the
Lenders to the Borrower, the same shall be treated as an Advance under this
Agreement, in the same fashion as any other Advance under the terms of this
Agreement.  In no event shall the Lenders be liable to the Borrower,
or anyone claiming by, under or through the Borrower, for any special,
exemplary, punitive or consequential damages, whatever the nature of the breach
of the terms of this Agreement by the Agent or the Lenders, such damages and
claims therefor being expressly WAIVED by the Borrower.

     

    Notwithstanding
the foregoing, Borrower agrees that no action shall be commenced by Borrower for
any claim of any kind against the Agent or the Lenders under or in connection
with this Agreement unless written notice specifically setting forth the claim
of Borrower shall have been given to the Agent within ninety (90) days after the
occurrence of the event which Borrower alleges gives rise to such claims, and
failure to give such notice shall constitute a WAIVER of any such
claim.

     


    
      
         


      

      
        35

         


      

      
         


      

    


    16.           RIGHTS OF THIRD
PARTIES.  All conditions to the performance of the obligations
of the Lenders under this Agreement, including the obligation to make Advances,
are imposed solely and exclusively for the benefit of the Lenders and no other
Person shall have standing to require satisfaction of such conditions in
accordance with their terms or be entitled to assume that the Lenders will
refuse to make Advances in the absence of strict compliance with any or all
thereof and no other Person shall, under any circumstances, be deemed to be a
beneficiary of such conditions, any and all of which may be freely waived in
whole or in part by the Lender at any time if in its sole discretion it deems it
desirable to do so.

     

    17.           SURVIVAL OF COVENANTS,
ETC.  All covenants, agreements, representations and warranties
made herein, in the Notes, in any of the other Loan Documents or in any
documents or other papers delivered by or on behalf of the Borrower pursuant
hereto and thereto shall be deemed to have been relied upon by the Lenders,
notwithstanding any investigation heretofore or hereafter made by it, and shall
survive the making by the Lenders of the Advances, as herein contemplated, and
shall continue in full force and effect either (i) so long as any amount due
under this Agreement or the Note or any of the other Loan Documents remains
outstanding or the Lenders have any obligation to make any Advances or (ii) for
such longer period as may be expressly provided for herein or in any other Loan
Document.  All statements contained in any certificate or other paper
delivered to the Agent or the Lenders at any time by or on behalf of any Person
or any Subsidiary thereof pursuant hereto shall constitute representations and
warranties by such Person.

     

    18.           THE AGENT AND THE
LENDERS.

     

    18.1           Appointment of
Agent.  Each Lender hereby irrevocably designates and appoints
RBS Citizens, National Association as Agent of such Lender to act as specified
herein and in the other Loan Documents, and each such Lender hereby irrevocably
authorizes the Agent to take such actions, exercise such powers and perform such
duties as are expressly delegated to or conferred upon the Agent by the terms of
this Agreement and the other Loan Documents, together with such other powers as
are reasonably incidental thereto.  The Agent agrees to act as such
upon the express conditions contained in this Article 18.  The Agent
shall not have any duties or responsibilities except those expressly set forth
herein or in the other Loan Documents, nor shall it have any fiduciary
relationship with any Lender, and no implied covenants, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or
otherwise exist against the Agent.  Except as specifically provided
herein, the provisions of this Article 18 are solely for the benefit of the
Agent and the Lenders, and the Borrower shall not have any rights as a third
party beneficiary of any of the provisions hereof.

     


    
      
         


      

      
        36

         


      

      
         


      

    


    18.2           Administration of Loan by
Agent.  The Agent shall be responsible for administering the
Loan on a day-to-day basis.  In the exercise of such administrative
duties, the Agent shall use the same diligence and standard of care that is
customarily used by the Agent with respect to similar loans held by the Agent
solely for its own account.

     

    Each
Lender delegates to the Agent the full right and authority on its behalf to take
the following specific actions in connection with its administration of the
Loan:

     

    
      	
               
      

            	
              (i)

            	
              to
      fund the Loan in accordance with the provisions of the Loan Documents, but
      only to the extent of immediately available funds provided to the Agent by
      the respective Lenders for such
purpose;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              to
      receive all payments of principal, interest, fees and other charges paid
      by, or on behalf of, the Borrower and, except for fees to which the Agent
      is entitled pursuant to the Loan Documents or otherwise, to distribute all
      such funds to the respective Lenders as provided for
      hereunder;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              to
      keep and maintain complete and accurate files and records of all material
      matters pertaining to the Loan, and make such files and records available
      for inspection and copying by each Lender and its respective employees and
      agents during normal business hours upon reasonable prior notice to the
      Agent; and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              to
      do or omit doing all such other actions as may be reasonably necessary or
      incident to the implementation, administration and servicing of the Loan
      and the rights and duties delegated
hereinabove.

            


    

     

    18.3           Delegation of
Duties.  The Agent may execute any of its duties under this
Loan Agreement or any other Loan Document by or through its agent or
attorneys-in-fact, and shall be entitled to the advice of counsel concerning all
matters pertaining to its rights and duties hereunder or under the Loan
Documents. The Agent shall not be responsible for the negligence or misconduct
of any agents or attorneys-in-fact selected by it with reasonable
care.

     

    18.4           Exculpatory
Provisions.  Neither the Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates shall be liable to
the Lenders for any action lawfully taken or omitted to be taken by it or them
under or in connection with this Agreement or the other Loan Documents, except
for its or their gross negligence or willful misconduct.  Neither the
Agent nor any of its officers, directors, employees, agents, attorneys-in-fact
or affiliates shall be responsible for or have any duty to ascertain, inquire
into, or verify (i) any recital, statement, representation or warranty made by
the Borrower or any of its officers or agents contained in this Agreement or the
other Loan Documents or in any certificate or other document delivered in
connection therewith; (ii) the performance or observance of any of the covenants
or agreements contained in, or the conditions of, this Agreement or the other
Loan Documents; (iii) the state or condition of any properties of the Borrower
or any other obligor hereunder constituting collateral for the Obligations of
the Borrower hereunder, or any information contained in the books or records of
the Borrower; (iv) the validity, enforceability, collectibility, effectiveness
or genuineness of this Loan Agreement or any other Loan Document or any other
certificate, document or instrument furnished in connection therewith; or (v)
the validity, priority or perfection of any lien securing or purporting to
secure the Obligations or the value or sufficiency of any
collateral.

     


    
      
         


      

      
        37

         


      

      
         


      

    


    18.5           Reliance by
Agent.  The Agent shall be entitled to rely, and shall be fully
protected in relying, upon any notice, consent, certificate, affidavit, or other
document or writing believed by it to be genuine and correct and to have been
signed, sent or made by the proper person or persons, and upon the advice and
statements of legal counsel (including, without limitation, counsel to the
Borrower), independent accountants and other experts selected by the
Agent.  The Agent shall be fully justified (as to the Lenders) in
failing or refusing to take any action under this Agreement or any other Loan
Document unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate or its shall first be indemnified to
its satisfaction by the Lenders against any and all liability and expense which
may be incurred by it by reason of the taking or failing to take any such
action.  The Agent shall in all cases be fully protected from the
Lenders in acting, or in refraining from acting, under this Agreement and the
other Loan Documents in accordance with any written request of the Required
Lenders, and each such request of the Required Lenders, and any action taken or
failure to act by the Agent pursuant thereto, shall be binding upon all of the
Lenders; provided, however, that the Agent shall not be required in any event to
act, or to refrain from acting, in any manner which is contrary to the Loan
Documents or to applicable law.

     

    18.6           Notice of
Default.  The Agent shall not be deemed to have knowledge or
notice of the occurrence of any Event of Default unless the Agent has actual
knowledge of the same or has received notice from a Lender or the Borrower
referring to this Agreement, describing such Event of Default and stating that
such notice is a “notice of default”.  In the event that the Agent
obtains such actual knowledge or receives such a notice, the Agent shall give
prompt notice thereof to each of the Lenders. The Agent shall take such action
with respect to such Event of Default as shall be reasonably directed by the
Required Lender unless and until the Agent shall have received such direction,
the Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to any such Event of Default as it shall deem
advisable in the best interest of the Lenders, provided, however, that the Agent
shall not accelerate the indebtedness under this Loan Agreement without the
prior written consent of the Required Lenders.

     

    18.7           Lenders’ Credit
Decisions.  Each Lender acknowledges that it has, independently
and without reliance upon the Agent or any other Lender, and based on the
financial statements prepared by the Borrower and such other documents and
information as it has deemed appropriate, made its own credit analysis and
investigation into the business, assets, operations, property, and financial and
other condition of the Borrower and has made its own decision to enter into this
Agreement and the other Loan Documents.  Each Lender also acknowledges
that it will, independently and without reliance upon the Agent or any other
Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in determining whether or
not conditions precedent to closing any Loan hereunder have been satisfied and
in taking or not taking any action under this Agreement and the other Loan
Documents.  Each Lender expressly acknowledges that is has relied upon
its own legal counsel in its consideration of its decision to enter into the
Agreement and the other Loan Documents and will so rely in regard to the
implementation of the transaction contemplated hereby and thereby and that it
does not have any lawyer-client relationship with Agent’s counsel or counsels or
any other Lenders with respect thereto.

     


    
      
         


      

      
        38

         


      

      
         


      

    


    18.8           Agent’s Reimbursement and
Indemnification.  The Lenders agree to reimburse and indemnify
the Agent, ratably in proportion to their respective Commitments, for (i) any
amounts not reimbursed by the Borrower for which the Agent is entitled to
reimbursement by the Borrower under this Agreement or the other Loan Documents,
(ii) any other expenses incurred by the Agent on behalf of the Lenders in
connection with the preparation, execution, delivery, administration, amendment,
waiver and/or enforcement of this Agreement and the other Loan Documents, and
(iii) any liabilities, obligations, losses, damages, penalties, action,
judgments, suits, costs, expenses or disbursements of any kind and nature
whatsoever which may be imposed on, incurred by or asserted against the Agent in
any way relating to or arising out of this Agreement or the other Loan Documents
or any other document delivered in connection therewith or any transaction
contemplated thereby, or the enforcement of any of the terms hereof or thereof,
provided that no Lender shall be liable for any of the foregoing to the extent
that they arise from the gross negligence or willful misconduct of the
Agent.  If any indemnity furnished to the Agent for any purpose shall,
in the opinion of the Agent, be insufficient or become impaired, the Agent may
call for additional indemnity and cease, or not commence, to do the action
indemnified against until such additional indemnity is furnished.

     

    18.9           Agent in its Individual
Capacity.  With respect to its Commitment as a Lender, and the
Loans made by it and the Note issued to it, the Agent shall have the same rights
and powers hereunder and any other Loan Document as any Lender and may exercise
the same as thought it were not the Agent, and the term “Lender” or “Lenders”
shall, unless the context otherwise indicates, include the Agent in its
individual capacity.  The Agent and its subsidiaries and affiliates
may accept deposits from, lend money to, and generally engage in any kind of
commercial or investment banking, trust, advisory or other business with the
Borrower or any subsidiary or affiliate of the Borrower as if it were not the
Agent hereunder.

     

    18.10         Successor
Agent.  The Agent may resign at any time by giving thirty (30)
days’ prior written notice to the Lenders and Borrower.  The Required
Lenders, for good cause, may remove Agent at any time by giving thirty (30)
days’ prior written notice to the Agent, the Borrower and the other
Lenders.  Upon any such resignation or removal, the Required Lenders
shall have the right to appoint a successor Agent.  If no successor
Agent shall have been so appointed by the Required Lenders and accepted such
appoint within thirty (30) days after the retiring Agent’s giving notice of
resignation or the Required Lenders’ giving notice of removal, as the case may
be, then the retiring Agent may appoint, on behalf of the Borrower and the
Lenders, a successor Agent.  Each such successor Agent shall be a
financial institution which meets the requirements of an Eligible Assignee.
Unless an Event of Default shall have occurred and be continuing, any successor
Agent shall be reasonably acceptable to the Borrower.  Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder and under
the other Loan Documents.  After any retiring Agent’s resignation
hereunder, the provisions of this Article 18 shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it
was acting as the Agent hereunder.

     


    
      
         


      

      
        39

         


      

      
         


      

    


    18.11         Duties in the Case of
Enforcement.  In the case one or more Events of Default have
occurred and shall be continuing, and whether or not acceleration of the
Obligations shall have occurred, the Agent shall, at the request, or may, upon
the consent, of the Required Lenders, and provided that the Lenders have given
to the Agent such additional indemnities and assurances against expenses and
liabilities as the Agent may reasonably request, proceed to enforce the
provisions of this Loan Agreement and the other Loan Documents respecting the
exercise of any legal or equitable rights or remedies as it may have hereunder
or under any other Loan Document or otherwise by virtue of applicable law, or to
refrain from so acting if similarly requested by the Required Lenders. The Agent
shall be fully protected as to the Lenders in so acting or refraining from
acting upon the instruction of the Required Lenders, and such instruction shall
be binding upon all the Lenders. The Required Lenders may direct the Agent in
writing as to the method and the extent of any such foreclosure, sale or other
disposition or the exercise of any other right or remedy, the Lenders hereby
agree to indemnify and hold the Agent harmless from all costs and liabilities
incurred in respect of all actions taken or omitted in accordance with such
direction, provided that the Agent need not comply with any such direction to
the extent that the Agent reasonably believes the Agent’s compliance with such
direction to be unlawful or commercially unreasonable in any applicable
jurisdiction. The Agent may, in its discretion but without obligation, in the
absence of direction from the Required Lenders, take such interim actions as it
believes necessary to preserve the rights of the Lenders hereunder, including
but not limited to petitioning a court for injunctive relief, appointment of a
receiver or preservation of the proceeds of any action taken.  Each of
the Lenders acknowledges and agrees that no individual Lender may separately
enforce or exercise any of the provisions of any of the Loan Documents,
including without limitation the Notes, other than through the
Agent.

     

    18.12         Respecting Loans and
Payments.

     

    18.12.1      Procedures for
Loans.  Agent shall give written notice to each Lender of each
request for a conversion of an existing Loan from a Variable Rate Advance to a
Libor Advance, by facsimile transmission, hand delivery or overnight courier,
not later than 11:00 a.m. (Boston time) (i) two (2) Business Days prior to any
Libor Advance or conversion to a Libor Advance, or (ii) one (1) Business Day
prior to any Variable Rate Advance.  Each such notice shall be
accompanied by a written summary of the request for a Loan and shall specify (a)
the date of the requested Loan, (b) the aggregate amount of the requested Loan,
(c) each Lender’s pro rata share of the requested Loan, and (d) the applicable
interest rate selected by Borrower with respect to such Loan, or any portion
thereof, together with the applicable Interest Period, if any, selected, or
deemed selected, by Borrower.  Each Lender shall, before 11:00 a.m.
(Boston time) on the date set forth in any such request for a Loan, make
available to Agent, at an account to be designated by Agent at RBS Citizens,
National Association in Boston, Massachusetts, in same day funds, each Lender’s
ratable portion of the requested Loan.  After Agent’s receipt of such
funds and upon Agent’s determination that the applicable conditions to making
the requested Loan have been fulfilled, Agent shall make such funds available to
Borrower as provided for in this Loan Agreement.  Promptly after
receipt by Agent of written request from any Lender, Agent shall deliver to the
requesting Lender a copy of the Borrower’s request for Loans and the
accompanying certifications and such other instruments, documents,
certifications and approvals delivered by or on behalf of Borrower to Agent in
support of the requested Loan.

     


    
      
         


      

      
        40

         


      

      
         


      

    


    18.12.2      Nature of Obligations of
Lenders.  The obligations of the Lenders hereunder are several
and not joint.  Failure of any Lender to fulfill its obligations
hereunder shall not result in any other Lender becoming obligated to advance
more than its Commitment Percentage of the Loan, nor shall such failure release
or diminish the obligations of any other Lender to fund its Commitment
Percentage provided herein.

     

    18.12.3      Payments to
Agent.  All payments of principal of and interest on the Loans
or the Notes shall be made to the Agent by the Borrower or any other obligor or
guarantor for the account of the Lenders in immediately available funds as
provided in the Notes and this Agreement.  The Agent agrees promptly
to distribute to each Lender, on the same Business Day upon which each such
payment is made if possible, such Lender’s proportionate share of each such
payment in immediately available funds, except as otherwise expressly provided
herein.  The Agent shall upon each distribution promptly notify
Borrower of such distribution and each Lender of the amounts distributed to it
applicable to principal of, and interest on, the proportionate share held by the
applicable Lender.  Each payment to the Agent under the first sentence
of this Section 18.12.3 shall constitute a payment by the Borrower to each
Lender in the amount of such Lender’s proportionate share of such payment, and
any such payment to the Agent shall not be considered outstanding for any
purpose after the date of such payment by the Borrower to the Agent without
regard to whether or when the Agent makes distribution thereof as provided
above.  If any payment received by the Agent from the Borrower is
insufficient to pay both all accrued interest and all principal then due and
owing, the Agent shall first apply such payment to all outstanding interest
until paid in full and shall then apply the remainder of such payment to all
principal then due and owing, and shall distribute the payment to each Lender
accordingly.

     

    18.12.4      Distribution of Liquidation
Proceeds.  Subject to the terms and conditions hereof, the
Agent shall distribute all Liquidation Proceeds in the order and manner set
forth below:

     

    
      	
              First:

               

            	
              To
      the Agent, towards any fees and any expenses for which the Agent is
      entitled to reimbursement under this Agreement or the other Loan Documents
      not theretofore paid to the Agent.

               

            
	 	 
	
              Second:

               

            	
              To
      all applicable Lenders in accordance with their proportional share based
      upon their respective Commitment Percentages until all Lenders have been
      reimbursed for all expenses which such Lenders have previously paid to the
      Agent and not theretofore paid to such Lenders.

               

            
	 	 
	
              Third:

               

            	
              To
      all applicable Lenders based upon their respective Commitment Percentages
      until all Lenders have been paid in full any Individual Lender Litigation
      Expenses.

               

            
	 	 
	
              Fourth:

               

            	
              To
      all Lenders in accordance with their proportional share based upon their
      respective Commitment Percentages until all Lenders have been paid in full
      all principal and interest due to such Lenders under the Loan, with each
      Lender applying such proceeds for purposes of this Agreement first against
      the outstanding principal balance due to such Lender under the Loan and
      then to accrued and unpaid interest due under the Loan.

               

            


    


    
      
         


      

      
        41

         


      

      
         


      

    


    


    
      	
              Fifth:

               

            	
              To
      all applicable Lenders in accordance with their proportional share based
      upon their respective Commitment Percentages until all Lenders have been
      paid in full all other amounts due to such Lenders under the Loan
      including, without limitation, any costs and expenses incurred directly by
      such Lenders to the extent such costs and expenses are reimbursable to
      such Lenders by the Borrower under the Loan Documents.

               

            
	 	 
	
              Sixth:

               

            	
              To
      the Borrower or such third parties as may be entitled to claim Liquidation
      Proceeds.

               

            


    

    


    18.12.5         Adjustments.  If,
after Agent has paid each Lender’s proportionate share of any payment received
or applied by Agent in respect of the Loan, that payment is rescinded or must
otherwise be returned or paid over by Agent, whether pursuant to any bankruptcy
or insolvency law, sharing of payments clause of any loan agreement or
otherwise, such Lender shall, at Agent’s request, promptly return its
proportionate share of such payment or application to Agent, together with the
Lender’s proportionate share of any interest or other amount required to be paid
by Agent with respect to such payment or application.

     

    18.12.6         Setoff.  If
any Lender (including the Agent), acting in its individual capacity, shall
exercise any right of setoff against a deposit balance or other account of the
Borrower held by such Lender on account of the Obligations of the Borrower under
this Agreement, such lender shall remit to the Agent all such sums received
pursuant to the exercise of such right of setoff, and the Agent shall apply all
such sums for the benefit of all of the Lenders hereunder in accordance with the
terms of this Agreement.

     

    18.12.7         Distribution by
Agent.  If in the opinion of the Agent distribution of any
amount received by it in such capacity hereunder or under the Notes or under any
of the other Loan Documents might involve any liability, it may refrain from
making distribution until its right to make distribution shall have been
adjudicated by a court of competent jurisdiction or has been resolved by the
mutual consent of all Lenders.  In addition, the Agent may request
full and complete indemnity, in form and substance satisfactory to it, prior to
making any such distribution.  If a court of competent jurisdiction
shall adjudge that any amount received and distributed by the Agent is to be
repaid, each person to whom any such distribution shall have been made shall
either repay to the Agent its proportionate share of the amount so adjudged to
be repaid or shall pay over to the same in such manner and to such persons as
shall be determined by such court.

     

    18.13            Delinquent
Lender.  If for any reason any Lender shall fail or refuse to
abide by its obligations under the Agreement, including without limitation its
obligation to make available to Agent its pro rata share of any Loan, expenses
or setoff (a “Delinquent Lender”) and such failure is not cured within ten (10)
days of receipt from the Agent of written notice thereof, then, in addition to
the rights and remedies that may be available to Agent, other Lenders, the
Borrower or any other party at law or in equity, and not at limitation thereof,
(i) such Delinquent Lender’s right to participate in the administration of, or
decision-making rights related to, the Loans, this

     


    
      
         


      

      
        42

         


      

      
         


      

    


    Agreement
or the other Loan Documents shall be suspended during the pendency of such
failure or refusal, and (ii) a Delinquent Lender shall be deemed to have
assigned any and all payments due to it from the Borrower, whether on account of
the outstanding Loans, interest, fees or otherwise, to the remaining
non-delinquent Lenders for application to, and reduction of, their proportionate
shares of the outstanding Loans until, as a result of application of such
assigned payments the Lenders’ respective pro rata shares of all the outstanding
Loans shall have returned to those in effect immediately prior to such
delinquency and without giving effect to the nonpayment causing such
delinquency.  The Delinquent Lender’s decision-making and
participation rights to payments as set forth in clauses (i) and (ii)
hereinabove shall be restored only upon the payment by the Delinquent Lender of
its pro rata share of any Loans or expenses as to which it is delinquent,
together with interest thereon at the Default Rate from the date when originally
due until the date upon which any such amounts are actually paid.

     

    The
non-delinquent Lenders shall also have the right, but not the obligation, in
their respective, sole and absolute discretion, to acquire for no cash
consideration (pro rata, based on the respective Commitments of those Lenders
electing to exercise such right) the Delinquent Lender’s Commitment to fund
future Loans (the “Future Commitment”).  Upon any such purchase of the
pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent
Lender’s share in future Loans and its rights under the Loan Documents with
respect thereto shall terminate on the date of purchase, and the Delinquent
Lender shall promptly execute all documents reasonably requested to surrender
and transfer such interest, including, if so requested, an Assignment and
Acceptance.  Each Delinquent Lender shall indemnify Agent and each
non-delinquent Lender from and against any and all loss, damage or expenses,
including but not limited to reasonable attorneys’ fees and funds advanced by
Agent or by any non-delinquent Lender, on account of an Delinquent Lender’s
failure to timely fund its pro rata share of a Loan or to otherwise perform its
obligations under the Loan Documents.

     

    18.14            Holders.  The
Agent may deem and treat the payee of any Note as the owner thereof for all
purposes hereof unless and until a written notice of the assignment, transfer or
endorsement thereof, as the case may be, shall have been filed with the
Agent.  Any request, authority or consent of any person or entity who,
at the time of making such request or giving such authority or consent, is the
holder of any Note shall be conclusive and binding on any subsequent holder,
transferee or endorsee, as the case may be, of such Note or of any Note or Notes
issued in exchange therefor.

     

    18.15            Assignment and
Participation.

     

    18.15.1         Conditions to Assignment by
Lenders.  Except as provided herein, each Lender may assign to
one or more Eligible Assignees (or one or more banks or other financial
institutions while an Event of Default exists) all or a portion of its
interests, rights and obligations under this Agreement (including all or a
portion of its Commitment Percentage and Commitment and the same portion of the
Loans at the time owing to it and the Notes held by it), upon satisfaction of
the following conditions: (a) each of the Agent and the Borrower shall have
given its prior written consent to such assignment (provided that, in the case
of the Borrower, such consent will not be unreasonably withheld and shall not be
required if a Default or Event of Default shall have occurred and be continuing
or if an assignment is to an Eligible Assignee), (b) each such assignment shall
be of a constant, and not a varying, percentage of all the assigning
Lender’s

     


    
      
         


      

      
        43

         


      

      
         


      

    


    rights
and obligations under this Agreement, (c) prior to the occurrence of an Event of
Default and while same is continuing each assignment shall be in an amount that
is at least Five Million Dollars ($5,000,000.00) and is a whole multiple of One
Million Dollars ($1,000,000.00), (d) the parties of such assignment shall
execute and deliver to the Agent, for recording in the Register (as hereinafter
defined), an Assignment and Acceptance, substantially in the form of Exhibit E
hereto (an “Assignment and Acceptance”), together with any Notes subject to such
assignment.  Upon such execution, delivery, acceptance and recording,
from and after the effective date specified in each Assignment and Acceptance,
which effective date shall be at least five (5) Business Days after the
execution thereof, (x) the assignee thereunder shall be a party hereto and, to
the extent provided in such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder, and (y) the assigning Lender shall, to the
extent provided in such assignment and upon payment to the Agent of the
registration fee referred to in Section 18.15.3, be released from its
obligations under this Agreement.

     

    18.15.2         Certain Representations and
Warranties, Limitations, Covenants.  By executing and
delivering an Assignment and Acceptance, the parties to the assignment
thereunder confirm to and agree with each other and the other parties hereto as
follows:

     

    
      	
               
      

            	
              (i)

            	
              other
      than the representation and warranty that it is the legal and beneficial
      owner of the interest being assigned thereby free and clear of any adverse
      claim, the assigning Lender makes no representation or warranty, express
      or implied, and assumes no responsibility with respect to any statements,
      warranties or representations made in or in connection with this Agreement
      or the execution, legality, validity, enforceability, genuineness,
      sufficiency or value of this Agreement, the other Loan Documents or any
      other instrument or document furnished pursuant
  hereto;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      assigning Lender makes no representation or warranty and assumes no
      responsibility with respect to the financial condition of the Borrower and
      its affiliates, related entities or subsidiaries or any other person
      primarily or secondarily liable in respect of any of the Obligations, or
      the performance or observance by the Borrower or any other person
      primarily or secondarily liable in respect of any of the Obligations or
      any of their obligations under this Agreement or any of the other Loan
      Documents or any other instrument or document furnished pursuant hereto or
      thereto;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              such
      assignee confirms that it has received a copy of this Agreement, together
      with copies of the most recent financial statement provided by the
      Borrower as required by the terms of this Agreement, together with such
      other documents and information as it has deemed appropriate to make its
      own credit analysis and decision to enter into such Assignment and
      Acceptance;

            


    

     


    
      
         


      

      
        44

         


      

      
         


      

    


    
      	
               
      

            	
              (iv)

            	
              such
      assignee will, independently and without reliance upon the assigning
      Lender, the Agent or any other Lender and based on such documents and
      information as it shall deem appropriate at the time, continue to make its
      own credit decisions in taking or not taking action under this
      Agreement;

            


    

     

    
      	
               
      

            	
              (v)

            	
              such
      assignee represents and warrants that it is an Eligible Assignee if
      required hereunder;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              such
      assignee appoints and authorizes the Agent to take such action as agent on
      its behalf and to exercise such powers under this Agreement and the other
      Loan Documents as are delegated to the Agent by the terms hereof or
      thereof, together with such powers as are reasonably incidental
      thereto;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              such
      assignee agrees that it will perform in accordance with their terms all of
      the obligations that by the terms of this Agreement are required to be
      performed by it as a Lender; and

            


    

     

    
      	
               
      

            	
              (viii)

            	
              such
      assignee represents and warrants that it is legally authorized to enter
      into such Assignment and
Acceptance.

            


    

     

    18.15.3         Register.  The
Agent shall maintain a copy of each Assignment and Acceptance delivered to it
and a register or similar list (the “Register”) for the recordation of the names
and addresses of the Lenders and the Commitment Percentage of, and principal
amount of the Loans owing to the Lenders from time to time.  The
entries in the Register shall be conclusive, in the absence of manifest error,
and the Borrower, the Agent and the Lenders may treat each person whose name is
recorded in the Register as a Lender hereunder available for inspection by the
Borrower and the Lenders at any reasonable time and from time to time upon
reasonable prior notice.  Upon each such recordation, the assigning
Lender agrees to pay to the Agent a registration fee in the sum of Three
Thousand Five Hundred Dollars ($3,500.00).

     

    18.15.4         New
Notes.  Upon its receipt of an Assignment and Acceptance
executed by the parties to such assignment, together with each Note subject to
such assignment, the Agent shall (a) record the information contained therein in
the Register, and (b) give prompt notice thereof to the Borrower and the Lenders
(other than the assigning Lender).  Within five (5) Business Days
after receipt of such notice, the Borrower, at its own expense, shall execute
and deliver to the Agent, in exchange for each surrendered Note, a new Note to
the order of such Eligible Assignee pursuant to such Assignment and Acceptance
and, if the assigning Lender has retained some portion of its obligations
hereunder, a new Note to the order of the assigning Lender in an amount equal to
the amount retained by it hereunder.  Such new Notes shall provide
that they are replacements for the surrendered Notes, shall be in an aggregate
principal amount equal to the aggregate principal amount of the surrendered
Notes, shall be dated the effective date of such Assignment and Acceptance and
shall otherwise be substantially in the form of the assigned
Notes.  The surrendered Notes shall be canceled and returned to the
Borrower.

     


    
      
         


      

      
        45

         


      

      
         


      

    


    18.15.5         Participations.  Each
Lender may sell participations to one or more banks or other financial
institutions in all or a portion of such Lender’s rights and obligations under
this Agreement and the other Loan Documents; provided that (a) each such
Participation shall be in a minimum amount of Five Million Dollars
($5,000,000.00), (b) as long as no Event of Default exists each participant
shall meet the requirements of an Eligible Assignee, (c) any such sale or
participation shall not affect the rights and duties of the selling Lender
hereunder to the Borrower, and (d) the only rights granted to the participant
pursuant to such participation arrangements with respect to waivers, amendments
or modifications of the Loan Documents shall be the rights to approve waivers,
amendments or modifications that would reduce the principal of or the interest
rate on any Loans, extend the term or increase the amount of the Commitment of
such Lender as it relates to such participant, reduce the amount of any
commitment fees to which such participant is entitled or extend any regularly
scheduled payment date for principal or interest.

     

    18.16            Disclosure.  The
Borrower agrees that in addition to disclosures made in accordance with standard
and customary banking practices any Lender may disclose information obtained by
such Lender pursuant to this Agreement to assignees or participants and
potential assignees or participants hereunder; provided that such assignees or
participants or potential assignees or participants shall agree (a) to treat in
confidence such information unless such information otherwise becomes public
knowledge, (b) not to disclose such information to a third party except as
required by law or legal process and (c) not to make use of such information for
purposes of transactions unrelated to such contemplated assignment or
participation.  The Agent and the Lenders agree to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to it and its affiliates’ directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party hereto, (e) in
connection with the exercise of any remedies hereunder or under any other Loan
Document or any action or proceeding relating to this Agreement or any other
Loan Document or the enforcement of rights hereunder or thereunder, (f) subject
to an agreement containing provisions substantially the same as those of this
Section, to (i) any assignee of or participant in, or any prospective assignee
of or participant in, any of its rights or obligations under this Agreement or
(ii) any actual or prospective counterparty (or its advisors) to any Hedging
Contract, (g) with the written consent of the Borrower or (h) to the extent such
Information (x) becomes publicly available other than as a result of a breach of
this Section or (y) becomes available to the Agent or the Lenders on a
nonconfidential basis from a source other than the Borrower.  For
purposes of this Section, “Information” means all information received from the
Borrower relating to the Borrower or any of its businesses, other than any such
information that is available to the Agent or the Lenders on a nonconfidential
basis prior to disclosure by the Borrower, provided that, in the case of
information received from the Borrower after the date hereof, such information
either (x) consists of financial statements or (y) is clearly identified at the
time of delivery as confidential.  Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

     


    
      
         


      

      
        46

         


      

      
         


      

    


    AGENT
AND EACH LENDER ACKNOWLEDGES THAT INFORMATION FURNISHED TO IT PURSUANT TO THIS
AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER OR
ITS RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE
PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL
HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES
AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

     

    18.17            Miscellaneous Assignment
Provisions.  Any assigning Lender shall retain its rights to be
indemnified pursuant to Section 14 with respect to any claims or actions arising
prior to the date of such assignment.  If any assignee Lender is not
incorporated under the laws of the United States of America or any state
thereof, it shall prior to the date on which any interest or fees are-payable
hereunder or under any of the other Loan Documents for its account, deliver to
the Borrower and the Agent certification as to its exemption from deduction or
withholding of any United States federal income taxes.  Anything
contained in this Section 18.17 to the contrary notwithstanding, any Lender may
at any time pledge all or any portion of its interest and rights under this
Agreement (including all or any portion of its Notes to any of the twelve
Federal Reserve Banks organized under §4 of the Federal Reserve Act, 12
U.S.C.§341).  No such pledge or the enforcement thereof shall release
the pledgor Lender from its obligations hereunder or under any of the other Loan
Documents.

     

    18.18            Amendment, Waiver, Consent,
Etc.  No term
or provision of this Agreement or any other Loan Document may be changed,
waived, discharged or terminated, nor may any consent required or permitted by
this Agreement or any other Loan Document be given, unless such change, waiver,
discharge, termination or consent receives the written approval of the Required
Lenders, unless the Agent is specifically allowed to give such consent,
amendment or waiver pursuant to the terms hereof.  The Borrower shall
be required to give its written consent to any amendment of this Agreement and
the Loan Documents.

     

    Notwithstanding the foregoing, written
approval from a Supermajority of Lenders (other than a Delinquent Lender) shall
be required with respect to any proposed amendment, waiver, discharge,
termination, or consent which:

     

    
      	
               
      

            	
              (i)

            	
              results
      in Borrower creating, incurring, assuming or guarantying any new
      Indebtedness other than as permitted under Section 10.2 of this Agreement;
      or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              amends,
      modifies or waives any of the financial covenants set forth in Section
      10.8 of this Agreement.

            


    

     


    
      
         


      

      
        47

         


      

      
         


      

    


    Additionally,
notwithstanding the foregoing, the unanimous written approval of all the Lenders
(other than a Delinquent Lender) shall be required with respect to any proposed
amendment, waiver, discharge, termination, or consent which:

     

    
      	
               
      

            	
              (i)

            	
              has
      the effect of (a) extending the final scheduled maturity or the date of
      any amortization payment of any Loan or Note, (b) reducing the rate or
      extending the time of payment of interest or fees thereon, (c) increasing
      or reducing the principal amount thereof, or (d) otherwise postponing or
      forgiving any indebtedness
thereunder,

            


    

     

    
      	
               
      

            	
              (ii)

            	
              amends,
      modifies or waives any provisions of this
  paragraph.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              changes
      the percentage specified in the definition of Required Lenders or
      Supermajority of Lenders,

            


    

     

    
      	
               
      

            	
              (iv)

            	
              except
      as otherwise provided in this Agreement, change the amount of any Lender’s
      Commitment or Commitment Percentage,
or

            


    

     

    
      	
               
      

            	
              (v)

            	
              releases
      or waives any of the indemnifications provided in the Loan
      Documents;

            


    

     

    and
provided, further, that without the consent of the Agent, no such action shall
amend, modify or waive any provision of this Article 18.18 or any other
provisions of any Loan Document which relates to the rights or obligations of
the Agent.

     

    18.19            Deemed Consent or
Approval.  With respect to any requested amendment, waiver,
consent or other action which requires the approval of the Required Lenders or
all of the Lenders, as the case may be in accordance with the terms of this
Agreement, or if the Agent is required hereunder to seek or desires to seek, the
approval of the Required Lenders or all of the Lenders, as the case may be,
prior to undertaking a particular action or course of conduct, the Agent in each
such case shall provide each Lender with written notice of any such request for
amendment, waiver or consent or any other requested or proposed action or course
of conduct, accompanied by such detailed background information and explanations
as may be reasonably necessary to determine whether to approve or disapprove
such amendment, waiver, consent or other action or course of conduct, the Agent
may (but shall not be required to) include in any such notice, printed in
capital letters or boldface type a legend substantially to the following
effect;

     

    “THIS
COMMUNICATION REQUIRES IMMEDIATE RESPONSE, FAILURE TO RESPOND WITHIN TEN (10)
CALENDAR DAYS FROM THE RECEIPT OF THIS COMMUNICATION SHALL CONSTITUTE A DEEMED
APPROVAL BY THE ADDRESSEE OF THE ACTION REQUESTED BY THE BORROWER OR THE COURSE
OF CONDUCT PROPOSED BY THE AGENT AND RECITED ABOVE.”

     

    and
if the foregoing legend is included by the Agent in its communication, a Lender
shall be deemed to have approved or consented to such action or course of
conduct for all purposes hereunder if such Lender fails to object to such action
or course of conduct by written notice to the Agent within ten (10) calendar
days of such Lender’s receipt of such notice.

     


    
      
         


      

      
        48

         


      

      
         


      

    


    19.           NO ASSIGNMENT BY THE
BORROWER.  The Borrower shall not assign or transfer any of its
rights or obligations under any of the Loan Documents without the prior approval
of the Lenders.

     

    20.           RELATIONSHIP.  The
relationship between the Lenders and the Borrower is solely that of a lender and
borrower, and nothing contained herein or in any of the other Loan Documents
shall in any manner be construed as making the parties hereto partners, joint
venturers or any other relationship other than lender and borrower.

     

    21.           NOTICES.  Except
as otherwise provided herein or in any other Loan Document, each notice, demand,
election or request provided for or permitted to be given pursuant to this
Agreement (hereinafter in this Section referred to as “Notice”) must be in
writing and shall be deemed to have been properly given or served by personal
delivery or by sending same by overnight courier, by depositing same in the
United States Mail, postpaid and registered or certified, return receipt
requested, or by facsimile transmission, and addressed as follows:

     

    If to the
Agent:

    


    RBS
Citizens, National Association

    28
State Street

    Boston,
Massachusetts 02109

    Attention:  Mr.
Daniel R. Ouellette

         Senior Vice
President

    Facsimile:
(617) 725-5695

    


    with a copy
to:

    


    Goulston
& Storrs, P.C.

    400
Atlantic Avenue

    Boston,
Massachusetts 02110

    Attention:  James
H. Lerner, Esq.

    Facsimile:
(617) 574-7607

    


    If to the
Borrower:

    


    Franklin
Street Properties Corp.

    401
Edgewater Place

    Suite
200

    Wakefield,
Massachusetts 01880-6210

    Attention:  John
G. Demeritt

    Facsimile:
(781) 246-2807

    


    with a copy
to:

    


    Wilmer,
Cutler, Pickering, Hale and Dorr LLP

    60
State Street

    Boston,
Massachusetts 02109

    Attention:  Kenneth
A. Hoxsie, Esq.

    Facsimile:
(617) 526-5000


    
      
         


      

      
        49

         


      

      
         


      

    


    If to the
Lenders:

    


    RBS
Citizens, National Association

    28
State Street

    Boston,
Massachusetts 02109

    Attention:  Mr.
Daniel R. Ouellette

         Senior
Vice President

    Facsimile:
(617) 725-5695

    


    Bank
of America, N.A.

    One
Federal Street

    Boston,
Massachusetts 02110

    Attention:  Mr.
Israel Lopez

         Senior
Vice President

    Facsimile:
(617) 346-5025

    


    Wachovia
Bank, National Association

    Real
Estate Asset Management

    190
River Road (NJ3411)

    Summit,
New Jersey 07901

    Attention:
Mr. Louis Ricchione

    Facsimile:  (908)
598-3617

    


    with a copy
to:

    


    Goulston
& Storrs, P.C.

    400
Atlantic Avenue

    Boston,
Massachusetts  02110

    Attention:  James
H. Lerner, Esq.

    Facsimile:
(617) 574-7607

    


    or
to such other Lenders as provided in the Assignment and Acceptance.

     

    Each
Notice shall be effective upon being personally delivered, receipt of facsimile
transmission or upon being sent by overnight courier or upon being deposited in
the United States Mail as aforesaid.  However, (i) the time period in
which a response to such Notice must be given or any action taken with respect
thereto (if any), and (ii) the commencement of a default period, to the extent
notice is required hereunder, shall commence to run from the date of receipt if
personally delivered, sent by facsimile transmission, or sent by overnight
courier, or if so deposited in the United States Mail, the earlier of three (3)
Business Days following such deposit or the date of receipt as disclosed on the
return receipt.  Rejection or other refusal to accept or the inability
to deliver because of changed address for which no Notice was given shall be
deemed to be receipt of the Notice sent.  By giving at least thirty
(30) days’ prior Notice thereof, the Borrower or the Lender shall have the right
from time to time and at any time during the term of this Agreement to change
their respective addresses and each shall have the right to specify as its
address any other address within the United States of America.

     


    
      
         


      

      
        50

         


      

      
         


      

    


    22.           GOVERNING
LAW.  This Agreement and each of the other Loan Documents,
except as otherwise specifically provided therein, are contracts under the laws
of the Commonwealth of Massachusetts and shall for all purposes be construed in
accordance with and governed by the laws of said Commonwealth (excluding the
laws applicable to conflicts or choice of law).

     

    23.           CONSENT TO JURISDICTION;
WAIVERS.  THE BORROWER, AGENT AND THE LENDERS EACH HEREBY
IRREVOCABLY AND UNCONDITIONALLY (A) SUBMIT TO NONEXCLUSIVE PERSONAL JURISDICTION
IN THE COMMONWEALTH OF MASSACHUSETTS OVER ANY SUIT, ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND (B)
WAIVE ANY AND ALL PERSONAL RIGHTS UNDER THE LAWS OF ANY STATE (I) TO THE RIGHT,
IF ANY, TO TRIAL BY JURY, (II) TO OBJECT TO JURISDICTION WITHIN THE COMMONWEALTH
OF MASSACHUSETTS OR VENUE IN ANY PARTICULAR FORUM WITHIN THE COMMONWEALTH OF
MASSACHUSETTS, AND (III) TO THE RIGHT, IF ANY, TO CLAIM OR RECOVER ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN ACTUAL
DAMAGES.  THE BORROWER, AGENT AND THE LENDERS EACH AGREE THAT, IN
ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW,
ALL SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE MADE BY
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED DIRECTED TO THE BORROWER,
AGENT AND THE LENDERS AT THE ADDRESSES SET FORTH IN §21 ABOVE, AND SERVICE SO
MADE SHALL BE COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL BE SO
MAILED.  NOTHING CONTAINED HEREIN, HOWEVER, SHALL PREVENT THE AGENT
AND THE LENDERS FROM BRINGING ANY SUIT, ACTION OR PROCEEDING OR EXERCISING ANY
RIGHTS AGAINST THE BORROWER, AND AGAINST ANY PROPERTY OF THE BORROWER, IN ANY
OTHER STATE.  INITIATING SUCH SUIT, ACTION OR PROCEEDING OR TAKING
SUCH ACTION IN ANY STATE SHALL IN NO EVENT CONSTITUTE A WAIVER OF THE AGREEMENT
CONTAINED HEREIN THAT THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS SHALL GOVERN
THE RIGHTS AND OBLIGATIONS OF THE BORROWER, AGENT AND THE LENDERS HEREUNDER OR
THE SUBMISSION HEREIN BY THE BORROWER TO NONEXCLUSIVE PERSONAL JURISDICTION
WITHIN THE COMMONWEALTH OF MASSACHUSETTS.

     

    24.           PREFERENCES.  Agent
and Lenders shall have no obligation to marshal any assets in favor of Borrower
or any other party or against or in payment of any or all of the obligations of
Borrower pursuant to this Agreement, the Note or any other Loan
Document.  Lenders shall have the continuing and exclusive right to
apply or reverse and reapply any and all payments by Borrower to any portion of
such obligations.  To the extent Borrower makes a payment or payments
to Lenders for Borrower’s benefit, which payment or proceeds or any part thereof
are subsequently invalidated, declared to be fraudulent or preferential, set
aside or required to be repaid to a trustee, receiver or any other Person under
any bankruptcy law, state or federal law, the obligations or part thereof
intended to be satisfied shall be revived and continue in full force and effect,
as if such payment or proceeds had not been received by Lenders.

     


    
      
         


      

      
        51

         


      

      
         


      

    


    25.           RULES OF
INTERPRETATION.  The following rules of interpretation shall
govern:

     

    
      	
               
      

            	
              (a)

            	
              A
      reference to any Loan Document, agreement, budget, document or schedule
      shall include such agreement, budget, document or schedule as revised,
      amended, modified or supplemented from time to time in accordance with its
      terms and the terms of this
Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              A
      reference to any Exhibit hereto shall be deemed to specifically
      incorporate the terms and provisions of such Exhibit
    herein.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      singular includes the plural and the plural includes the
      singular.

            


    

     

    
      	
               
      

            	
              (d)

            	
              A
      reference to any law includes any amendment or modification to such
      law.

            


    

     

    
      	
               
      

            	
              (e)

            	
              A
      reference to any Person includes its permitted successors and permitted
      assigns.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Accounting
      terms not otherwise defined herein have the meaning assigned to them by
      generally accepted accounting principles applied on a consistent basis by
      the accounting entity to which they
refer.

            


    

     

    
      	
               
      

            	
              (g)

            	
              The
      words “approval” and “approved”, as the context so determines, means an
      approval in writing given to the Person seeking approval after full and
      fair disclosure to the Person giving approval of all material facts
      necessary in order to determine whether approval should be
      granted.

            


    

     

    
      	
               
      

            	
              (h)

            	
              Reference
      to a particular “§” refers to that Section of this Agreement unless
      otherwise indicated.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Use
      of the word “including” shall mean “including, without limitation” unless
      the context otherwise requires.

            


    

     

    
      	
               
      

            	
              (j)

            	
              The
      term Borrower shall be deemed to include each Borrower individually and
      collectively and all definitions, representations, warranties, covenants,
      rights and remedies provided for herein apply to each entity individually
      and collectively except as the context otherwise
      provides.  Further, any and all references to Obligations shall
      mean and refer to the joint Obligations of each entity to the
      Lender.  Any and all Advances hereunder shall be advanced to one
      of the entities but shall represent an Obligation of all of the entities
      to the Lenders.

            


    

     


    
      
         


      

      
        52

         


      

      
         


      

    


    26.           HEADINGS.  The
captions in this Agreement are for convenience of reference only and shall not
define or limit the provisions hereof.

     

    27.           COUNTERPARTS.  This
Agreement and any amendment hereof may be executed in several counterparts and
by each party on a separate counterpart, each of which when so executed and
delivered shall be an original, and all of which together shall constitute one
instrument.  In proving this Agreement it shall not be necessary to
produce or account for more than one such counterpart signed by the party
against whom enforcement is sought.

     

    28.           ENTIRE AGREEMENT. The
Loan Documents and any other documents executed in connection herewith or
therewith express the entire understanding of the parties with respect to the
transactions contemplated hereby.  Neither this Agreement nor any term
hereof may be changed, waived, discharged or terminated, except as provided in
§18.18.

     

    29.           TIME OF THE
ESSENCE.  Time is of the essence with respect to each and every
covenant, agreement and obligation of the Borrower under this Agreement and the
other Loan Documents.

     

    30.           SEVERABILITY.  The
provisions of this Agreement are severable, and if any one clause or provision
hereof shall be held invalid or unenforceable in whole or in part in any
jurisdiction, then such invalidity or unenforceability shall affect only such
clause or provision, or part thereof, in such jurisdiction, and shall not in any
manner affect such clause or provision in any other jurisdiction, or any other
clause or provision of this Agreement in any jurisdiction.

     

    31.           CUSTOMER IDENTIFICATION -
USA PATRIOT ACT NOTICE; OFAC AND BANK SECRECY ACT.  The Agent
hereby notifies the Borrower that pursuant to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001) (the
"Act"), and the Agent's policies and practices, the Agent is required to obtain,
verify and record certain information and documentation that identifies the
Borrower, which information includes the name and address of the Borrower and
such other information that will allow the Agent to identify the Borrower in
accordance with the Act.  In addition, the Borrower shall (a) ensure that
no person who owns a controlling interest in or otherwise controls the Borrower
or any subsidiary of the Borrower is or shall be listed on the Specially
Designated Nationals and Blocked Person List or other similar lists maintained
by the Office of Foreign Assets Control ("OFAC"), the Department of the Treasury
or included in any Executive Orders as a blocked person, (b) not use or permit
the use of the proceeds of the Loan to violate any of the foreign asset control
regulations of OFAC or any enabling statute or Executive Order relating thereto,
and (c) comply, and cause any of its subsidiaries to comply, with all applicable
Bank Secrecy Act ("BSA") laws and regulations, as amended.

     

    [The
remainder of this page is intentionally left blank.]

     


    
      
         


      

      
        53

         


      

      
         


      

    


    IN
WITNESS WHEREOF, the undersigned have duly executed this Agreement as a sealed
instrument as of the date first set forth above.

     

    
      	
              WITNESS

               

               

               

              /s/ Scott H.
      Carter

               

            	
              FRANKLIN
      STREET PROPERTIES CORP.,

              a
      Maryland corporation

               

               

              By:
             /s/
      George J. Carter

              Name:
      George J. Carter

              Title:
      President and Chief Executive Officer

               

            
	 
      	
              FSP
      HOLDINGS LLC,

              a
      Delaware limited liability company

               

               

              By:
          /s/
      George J. Carter

              Name:
      George J. Carter

              Title:
      President and Chief Executive Officer

               

            
	 
      	
              FSP
      INVESTMENTS LLC,

              a
      Massachusetts limited liability company

               

               

              By:
          /s/
      George J. Carter

              Name:
      George J. Carter

              Title:
      President

               

            
	 
      	
              FSP
      PROPERTY MANAGEMENT LLC,

              a
      Massachusetts limited liability company

               

               

              By:
          /s/
      George J. Carter

              Name:
      George J. Carter

              Title:
      Executive Vice President

               

            
	 
      	
              FSP
      PROTECTIVE TRS CORP.,

              a
      Massachusetts corporation

               

               

              By:
          /s/
      George J. Carter

              Name:
      George J. Carter

              Title:
      President

               

            


    


    
      
         


      

      
        54

         


      

      
         


      

    


    


    
      	 
      	
              FSP
      HILLVIEW CENTER LIMITED PARTNERSHIP, 

              a
      Massachusetts limited partnership

               

              By:       FSP
      Holdings LLC, its General Partner

               

               

              By:    /s/
      George J. Carter

              Name: George J.
      Carter

              Title: President and Chief
      Executive

              Officer

               

            
	 
      	
              FSP
      MONTAGUE BUSINESS CENTER CORP.,

              a
      Delaware corporation

               

               

              By:
          /s/
      George J. Carter

              Name: George J.
      Carter

              Title: President

               

            
	 
      	
              FSP
      GREENWOOD PLAZA CORP.,

              a
      Delaware corporation

               

               

              By:
          /s/
      George J. Carter

              Name: George J.
      Carter

              Title: President

               

            
	 
      	
              FSP
      380 INTERLOCKEN CORP.,

              a
      Delaware corporation

               

               

              By:
          /s/
      George J. Carter

              Name: George J.
      Carter

              Title: President

               

            
	 
      	
              FSP
      390 INTERLOCKEN LLC,

              a
      Delaware limited liability company

               

               

              By:
          /s/
      George J. Carter

              Name: George J.
      Carter

              Title: President

               

            


    


    
      
         


      

      
        55

         


      

      
         


      

    


    


    
      	 
      	
              FSP
      BLUE LAGOON DRIVE LLC,

              a
      Delaware limited liability company

               

               

              By:
          /s/
      George J. Carter _

              Name: George J.
      Carter

              Title: President

               

            
	 
      	
              FSP
      ONE OVERTON PARK LLC,

              a
      Delaware limited liability company

               

               

              By:
          /s/
      George J. Carter

              Name: George J.
      Carter

              Title: President

               

            
	 
      	
              FSP
      NORTHWEST POINT LLC,

              a
      Delaware limited liability company

               

               

              By:
          /s/
      George J. Carter

              Name: George J.
      Carter

              Title: President

               

            
	 
      	
              FSP
      RIVER CROSSING LLC,

              a
      Delaware limited liability company

               

               

              By:
          /s/
      George J. Carter

              Name: George J.
      Carter

              Title: President

               

            
	 
      	
              FSP
      BOLLMAN PLACE LIMITED PARTNERSHIP,

              a
      Massachusetts limited partnership

               

              By:     FSP
      Holdings LLC, its General Partner

               

               

              By:     /s/
      George J. Carter

              Name: George J.
      Carter

              Title: President and Chief
      Executive Officer

               

            


    


    
      
         


      

      
        56

         


      

      
         


      

    


    


    
      	 
      	
              FSP
      SOUTHFIELD CENTRE LIMITED PARTNERSHIP, 

              a
      Massachusetts limited partnership

               

              By:     FSP
      Holdings LLC, its General Partner

               

               

              By:
          /s/
      George J. Carter

              Name: George J.
      Carter

              Title: President and Chief
      Executive Officer

               

            
	 
      	
              FSP
      FOREST PARK IV NC LIMITED PARTNERSHIP, 

              a
      North Carolina limited partnership

               

              By:     FSP
      Forest Park IV LLC, its General Partner

               

               

              By:
          /s/
      George J. Carter

              Name: George J.
      Carter

              Title: President

               

               

            
	 
      	
              FSP
      PARK SENECA LIMITED PARTNERSHIP,

              a
      Massachusetts limited partnership

               

              By:     FSP
      Holdings LLC, its General Partner

               

               

              By:
          /s/
      George J. Carter

              Name: George J.
      Carter

              Title: President and Chief
      Executive Officer

               

            
	 
      	
              FSP
      ADDISON CIRCLE LIMITED PARTNERSHIP,

              a
      Texas limited partnership

               

              By:     FSP
      Addison Circle LLC, its General Partner

               

               

              By:
          /s/
      George J. Carter

              Name: George J.
      Carter

              Title: President

               

            


    


    
      
         


      

      
        57

         


      

      
         


      

    


    


    
      	 
      	
              FSP
      PARK TEN PHASE II LIMITED PARTNERSHIP, 

              a
      Texas limited partnership

               

              By:     FSP
      Park Ten Development LLC, its General Partner

               

               

              By:
          /s/
      George J. Carter

              Name: George J.
      Carter

              Title: President

               

            
	 
      	
              FSP
      COLLINS CROSSING LIMITED PARTNERSHIP, 

              a
      Texas limited partnership

               

              By:     FSP
      Collins Crossing LLC, its General Partner

               

               

              By:
          /s/
      George J. Carter

              Name: George J.
      Carter

              Title: President

               

            
	 
      	
              FSP
      ELDRIDGE GREEN LIMITED PARTNERSHIP, 

              a
      Texas limited partnership

               

              By:     FSP
      Eldridge Green LLC, its General Partner

               

               

              By:
          /s/
      George J. Carter

              Name: George J.
      Carter

              Title: President

               

            
	 
      	
              FSP
      LIBERTY PLAZA LIMITED PARTNERSHIP,

              a
      Texas limited partnership

               

              By:     FSP
      Holdings LLC, its General Partner

               

               

              By:
          /s/
      George J. Carter

              Name: George J.
      Carter

              Title: President and Chief
      Executive Officer

               

            


    


    
      
         


      

      
        58

         


      

      
         


      

    


    


    
      	 
      	
              FSP
      PARK TEN LIMITED PARTNERSHIP,

              a
      Texas limited partnership

               

              By:     FSP
      Park Ten LLC, its General Partner

               

               

              By:
          /s/
      George J. Carter

              Name: George J.
      Carter

              Title: President

               

            
	 
      	
              FSP
      WILLOW BEND OFFICE CENTER LIMITED PARTNERSHIP, 

              a
      Texas limited partnership

               

              By:     FSP
      Willow Bend Office Center LLC, its General Partner

               

               

              By:
          /s/
      George J. Carter

              Name: George J.
      Carter

              Title: President

               

               

            
	 
      	
              FSP
      INNSBROOK CORP,

              a
      Delaware corporation

               

               

              By:
          /s/
      George J. Carter

              Name: George J.
      Carter

              Title: President

               

               

            
	 
      	
              FSP
      EAST BALTIMORE STREET LLC,

              a
      Delaware limited liability company

               

               

              By:
          /s/
      George J. Carter

              Name: George J.
      Carter

              Title: President

               

            


    

    


     

    


     


    
      
         


      

      
        59

         


      

      
         


      

    


    


    
      	 
      	
              RBS
      CITIZENS, NATIONAL ASSOCIATION,

              Agent
      and Lender

               

               

              By:      
      /s/ Daniel R. Ouellette    

              Name:  Daniel R.
      Ouellette

              Title:  Senior Vice
      President

               

               

            


    


    
      
         


      

      
        60

         


      

      
         


      

    


    


    
      	 
      	
              BANK
      OF AMERICA, N.A., Lender

               

               

              

                By:      
      /s/ Israel Lopez    

                Name:  Israel
      Lopez

                Title:  Senior Vice
      President

                 

              

            


    


    
      
         


      

      
        61

         


      

      
         


      

    


    


    
      	 
      	
              WACHOVIA
      BANK, NATIONAL ASSOCIATION, Lender

               

               

              

                By:      
      /s/ Louis M. Ricchione    

                Name:  Louis M.
      Ricchione

                Title:  Vice President
      

                            Real
      Estate Asset Management

                 

              

            


    


    
      
         


      

      
        62

         


      

      
         


      

    


    EXHIBIT
A

     

    JOINDER
AGREEMENT

     

    ___________,
_______

     

    Reference
is made to the Term Loan Agreement, dated as of October 15, 2008 (as amended on
the date hereof and as from time to time further amended and in effect, the
“Loan Agreement”), among Franklin Street Properties Corp. (“FSP”), those other
Borrowers listed on Schedule 2 (as amended) of the Loan Agreement and each other
Borrower (collectively, the “Borrower”) which from time to time is a party to
the Loan Agreement, and RBS Citizens, National Association as agent (the
“Lender”).  Capitalized terms used herein and not otherwise defined
shall have the meanings assigned to such terms in the Loan
Agreement.

     

    In
consideration of and as an inducement to the Lender continuing to provide
financing under the Loan Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
________________________ (the “Additional Borrower”), a Wholly Owned Subsidiary
of FSP, hereby acknowledges and agrees to the terms and conditions of the Loan
Agreement and the Note, joins in the agreements of the Borrower under the Loan
Agreement and the Note and agrees that all Obligations of the Borrower under the
Loan Agreement and the Note shall be the obligations, jointly and severally, of
the Additional Borrower with the same force and effect as if the Additional
Borrower was originally a Borrower under the Loan Agreement and an original
signatory to the Loan Agreement and the Note.  Furthermore, the
Additional Borrower shall have all the liabilities and obligations of a maker
under the Note.

     

    The
Additional Borrower further agrees that its liability hereunder is direct and
primary and may be enforced by the Lender before or after proceeding against any
other Borrower.

     

    The
Additional Borrower shall deliver to the Lender, with respect to such Additional
Borrower’s property(ies), current and historical financial statements reasonably
requested by Lender with respect to the Additional Borrower, within five (5)
Business Days of any such request.  Such statements shall not be
subject to Lender’s approval or satisfaction.

     


    
      
        
          Exhibit
A-1

        

         


      

      
         


         


      

      
         


      

    


    The
undersigned hereby represents and warrants to the Lender that it has the
complete right, power and authority to execute and deliver this Joinder
Agreement and, to perform all of the obligations hereunder and the Obligations
under the Loan Agreement and the Note.  This Joinder Agreement shall
be binding upon the undersigned and its successors and assigns and shall inure
to the benefit of the Lender and its successors and assigns.

     

    Executed
as a sealed instrument as of the __ day of __________, ______.

     

    


    ___________________________________

    By:
________________________________

    Its: ________________________________

    


    By:
__________________________

    Name: _________________

    Its: ____________________

    


     

    Acknowledged
and Agreed:

     

    Franklin
Street Properties Corp., as agent for each Borrower

     

    


     

    By:  _____________________(SEAL)

     


    
      
        
          Exhibit
A-2

        

         


      

      
         


         


      

      
         


      

    


    SCHEDULE
1

     

    DEFINITIONS

     

    Acquisition.  The
acquisition (by merger, consolidation, direct purchase or otherwise) by FSP, or
a Wholly Owned Subsidiary, of ownership of real property, including without
limitation the acquisition of preferred stock interests or other similar
interests in an owner of real property established or sponsored by FSP, the
Borrower, or an affiliate.

     

    Adjusted Libor
Rate.  The term “Adjusted Libor Rate” means a per annum rate
equal at all times to the greater of (i) Libor Lending Rate plus two hundred
(200) basis points or (ii) four (4%) percent per annum.

     

    Advance.  Any
disbursement of the proceeds of the Loan made or to be made by the Lenders
pursuant to the terms of this Agreement.

     

    Affiliate
Disposition.  Any transaction whereby a Borrower, or an
affiliate, transfers or sells property owned by it to a Syndication REIT, and
such Syndication REIT transfers or sells shares of preferred stock or similar
interests in such Syndication REIT to such Borrower or affiliate.

     

    Agent.  Citizens,
acting as agent for the Lenders.

     

    Agreement.  This
Loan Agreement, including the Schedules and Exhibits hereto.

     

    Asbestos-Containing
Materials.  Shall mean any material containing any asbestos or
presumed to contain asbestos at levels regulated under applicable Environmental
Laws.

     

    Balance Sheet
Date.  December 31, 2007.

     

    Baltimore
Property.  The office property located at 120 East Baltimore
Street, Baltimore, Maryland.

     

    Banking
Day.  The term “Banking Day” means any day other than a
Saturday, Sunday, legal holiday, or a day on which banks are not required or
authorized by law to close in the city in which Agent’s principal office is
situated.

     

    BOA.  Bank
of America, N.A.

     

    Borrower.  As
defined in the preamble hereto.  All definitions, representations,
warranties, covenants, rights and remedies provided for herein apply to each
entity individually and collectively except as the context otherwise
provides.  Further, any and all references to Obligations shall mean
and refer to the joint Obligations of each entity to the Lender.  Any
and all Advances hereunder shall be advanced to one of the entities but shall
represent an Obligation of all of the entities to the Lenders.

     


    
      
        
          Schedule 1
- 1

        

         


      

      
         


         


      

      
         


      

    


    Business
Day.

     

    (a)           any
day which is neither a Saturday or Sunday nor a legal holiday on which
commercial banks are authorized or required to be closed in Boston,
Massachusetts;

     

    (b)           when
such term is used to describe a day on which a borrowing, payment, prepaying, or
repaying is to be made in respect of any LIBOR Advance, any day which is: (i)
neither a Saturday or Sunday nor a legal holiday on which commercial banks are
authorized or required to be closed in New York City; and (ii) a London Banking
Day; and

     

    (c)           when
such term is used to describe a day on which an interest rate determination is
to be made in respect of any LIBOR Advance, any day which is a London Banking
Day.

     

    CBD
Properties.  Property or properties located in the downtown
section of a city, generally consisting of retail, office, hotel, entertainment
and governmental land uses with some high density housing.  As of the
date hereof, the Baltimore Property is a CBD Property.

     

    Citizens.  RBS
Citizens, National Association.

     

    Closing
Date.  The first date on which the conditions set forth in §6
have been satisfied.

     

    Co-Agent.  BOA.

     

    Code.  The
Internal Revenue Code of 1986 and the regulations thereunder, all as amended and
in effect from time to time.

     

    Commitment.  With
respect to each Lender, the amount set forth on Exhibit F hereto as the amount
of such Lender’s commitment to make advances to the Borrower, as may be amended
from time to time by the Agent as provided in Section 18.

     

    Commitment
Percentage.  With respect to each Lender, the percentage set
forth on Exhibit F hereto as such Lender’s percentage of the aggregate
Commitments of all of the Lenders, as may be amended from time to time by the
Agent as provided in Section 18.

     

    Consolidated
Indebtedness.  After elimination of duplication, for the
Borrower, all obligations, contingent and otherwise, that in accordance with
generally accepted accounting principles should be classified upon the obligor’s
balance sheet as liabilities, or to which reference should be made by footnotes
thereto, including in any event and whether or not so classified:  (a)
all debt and similar monetary obligations including all outstanding letters of
credit; (b) all liabilities secured by any mortgage, pledge, security interest,
lien, charge, or other encumbrance existing on property owned or acquired
subject thereto, whether or not the liability secured thereby shall have been
assumed; (c) all liabilities under capitalized leases; (d) all guaranties,
endorsements and other contingent obligations whether direct or indirect in
respect of Indebtedness of others, including the obligations to reimburse the
issuer in respect of any letters of credit, and (e) all unsecured
Indebtedness.

     


    
      
        
          Schedule 1
- 2

        

         


      

      
         


         


      

      
         


      

    


    Consolidated Total Asset
Value.  The value of all properties owned by the Borrower or
subsidiaries by utilizing a 8.25% capitalization rate (7% for CBD Properties)
based on the most recent quarter’s Net Operating Income from all properties
owned by the Borrower times 4, plus the book value of all other tangible assets
(including stock and mortgage Syndication REITS).  In addition, in
determining Consolidated Total Asset Value for the first 12 months after an
acquisition, the Borrower may include such newly acquired property at either the
cost basis value or the capitalization rate value.  Further, in
valuing development properties, and at Borrower’s election, either a cost basis
value or a capitalization rate (annualized as appropriate) value will be applied
to such properties based on the most recent quarter’s Net Operating Income times
4.

     

    Debt Service
Charges.  For any fiscal period of the Borrower, without
duplication, the sum of the expenses of the Borrower for such period for (x)
Debt Service on Floating Rate Debt, (y) Debt Service on Fixed Rate Debt,
and (z) fees payable in connection with any other Consolidated Indebtedness
secured by all or any part of the Properties in each case determined in
accordance with generally accepted accounting principles.

     

    Debt Service Charges on
Unencumbered Properties.  Shall  mean, for any fiscal
period of the Borrower, without duplication, the sum of the expenses of the
Borrower for such period for (x) Unsecured Floating Rate Debt Service, (y)
Unsecured Fixed Rate Debt Service, and (z)  fees payable in connection
with any other unsecured Indebtedness for borrowed money of the Borrower, in
each case determined in accordance with generally accepted accounting
principles.

     

    Debt Service on Fixed Rate
Debt.  Shall mean the principal and interest payable for the
applicable reporting period on (x)  the outstanding Loans hereunder
(up to the principal amount of the Loan Amount) plus (y) any other Indebtedness
(including any Indebtedness which by its terms is calculated at a floating rate
but which is hedged pursuant to interest rate swap contracts) for borrowed money
with respect to which the interest rate is fixed for three or more years based
on the original term of such Indebtedness, in each case determined in accordance
with generally accepted accounting principles.

     

    Debt Service on Floating
Rate Debt.  Shall mean the principal and interest payable on
the outstanding loan balance of any Indebtedness bearing interest at a floating
rate (excluding any Indebtedness which by its terms is calculated at a floating
rate but which is hedged pursuant to interest rate swap contracts, for example
the Indebtedness under this Agreement) for the applicable reporting
period.  Debt Service on Floating Rate Debt shall be calculated based
upon the greater of: (i) the actual interest rate in effect under the applicable
loan for the test period plus principal payments based upon a twenty (20) year
amortization schedule, or (ii) the greater of (I) the rate for the ten (10) year
United States Treasury obligations in amounts approximating the principal
balance of the Loan during the test period plus one hundred eighty five (185)
basis points, or (II) seven and one-half percent (7.5%) per annum, plus in the
case of (I) and (II), principal payments based upon a twenty (20) year
amortization schedule.

     

    Default.  A
condition or event which would, with either the giving of notice or lapse of
time or both, constitute an Event of Default.

     

    Default
Rate.  See §2.5.

     


    
      
        
          Schedule 1
- 3

        

         


      

      
         


         


      

      
         


      

    


    Distribution.  The
(i) declaration or payment of any dividend, (ii) distribution of cash or other
property, (iii) purchase, redemption, or other retirement (directly or
indirectly), (iv) repayment of any loan to any Person directly or indirectly
holding an interest in Borrower, or (iv) other distribution, in each case, of,
on or in respect of any shares of any class of capital stock, partnership
interests, or other beneficial or ownership interests of the
Borrower.

     

    Drawdown
Date.  The date that an Advance is made hereunder.

     

    Eligible
Assignee.  Any of (a) a commercial bank organized under the
laws of the United States, or any State thereof or the District of Columbia. and
having total assets in excess of $1,000,000,000; (b) a savings and loan
association or savings bank organized under the laws of the United States, or
any State thereof or the District of Columbia, and having a net worth of at
least $100,000,000, calculated in accordance with generally accepted accounting
principles; (c) a commercial bank organized under the laws of any other country
which is a member of the organization for Economic Cooperation and Development
(the “OECD”), or a political subdivision of any such country, and having total
assets in excess of $1,000,000,000, provided that such bank is acting through a
branch or agency located in the country in which it is organized or another
country which is also a member of the OECD; (d) the central bank of any country
which is a member of the OECD; and (e) any Lender.

     

    Environmental
Laws.  Shall mean the portions of any and all applicable
federal, state and local statutes, regulations and ordinances pertaining to
Hazardous Substances or Asbestos-Containing Materials or both.

     

    Environmental
Report(s).  The environmental site assessment reports and any
supplemental reports, test and materials furnished  to the
Agent.

     

    ERISA
Plan.  Any employee benefit, employee pension, or multiemployer
plan within the meaning of the Employee Retirement Income Security Act of 1974,
as amended and in effect from time to time.

     

    Event of
Default.  See §11.

     

    Executive Order.
Executive Order No. 13224, 66 Fed. Reg. 49079 published September 25,
2001  or any other similar executive orders.

     

    Extended Maturity
Date.  See §2.8.

     

    Extended
Term.  See §2.8.

     

    Extension
Period.  See §2.8.

     

    FSP.  As
defined in the Preamble.

     

    Fee
Letter.  Means the fee letter of even date between the Agent
and the Borrower, as may be amended from time to time.

     

    First Extension
Period.  See §2.8.

     


    
      
        
          Schedule 1
- 4

        

         


      

      
         


         


      

      
         


      

    


    Future Commitment as
defined in Section 18.13.

     

    Generally Accepted
Accounting Principles or GAAP.  Principles that are (a)
consistent with the principles promulgated or adopted by the Financial
Accounting Standards Board and its predecessors, as in effect from time to time
and (b) consistently applied with past financial statements of the Borrower
adopting the same principles; provided that a certified public accountant would,
insofar as the use of such accounting principles is pertinent, be in a position
to deliver an unqualified opinion (other than a qualification regarding changes
in generally accepted accounting principles) as to financial statements in which
such principles have been properly applied.

     

    Government
Authority.  The United States of America, the State in which
any of the properties comprising the Unencumbered Pool Properties is located,
the city or town in which the land is located, and any political subdivision
agency, authority, department, commission, board, bureau, or instrumentality of
any of them.

     

    Hazardous
Substances.  Shall mean any and all hazardous, explosive,
corrosive, flammable, carcinogenic, toxic, infectious or radioactive substances,
pollutants, contaminants, wastes or materials listed or defined by any
applicable federal, state or local statutes, regulations or ordinances as
hazardous or toxic and specifically shall include petroleum oil and its
fractions.

     

    Hedging
Contracts.   means, interest rate swap agreements,
interest rate cap agreements and interest rate collar agreements, or any other
agreements or arrangements designed to protect the Borrower against fluctuations
in interest rates or currency exchange rates entered into between (a) the
Borrower and the Agent (or its affiliate) and/or any Lender (or its affiliate),
(b) if a Borrower Election of Early Termination has occurred under the
applicable Hedging Contract, any such Hedging Contract made by Borrower and
another Lender (or affiliate), and/or (c) if a Permitted Transfer has occurred
under the applicable Hedging Contract, any such Hedging Contracts made by the
Borrower and a Permitted Transferee.  “Borrower Election of Early
Termination” shall mean that (i) Borrower has designated an Early Termination
Date pursuant to (and as defined under) the applicable Hedging Contract, or (ii)
Borrower has designated an Early Termination Date under the applicable Hedging
Contract as a result of a Ratings Change.  “Permitted Transfer” shall
mean a transfer under Section 6(b)(ii) or Section 7, as applicable, of the
applicable Hedging Contract.  “Permitted Transferee” shall mean a
permitted transferee under Section 6(b)(ii) or Section 7, as applicable, of the
applicable Hedging Contract.

     

    Hedging Obligations
means, with respect to the Borrower, all liabilities of the Borrower to the
Agent under Hedging Contracts.

     

    Indebtedness.  All
obligations, contingent and otherwise, that in accordance with generally
accepted accounting principles should be classified upon the obligor’s balance
sheet as liabilities, or to which reference should be made by footnotes thereto,
including in any event and whether or not so classified:  (a) all debt
and similar monetary obligations; (b) all liabilities secured by any mortgage,
pledge, security interest, lien, charge, or other encumbrance existing on
property owned or acquired subject thereto, whether or not the liability secured
thereby shall have been assumed; (c) all liabilities under capitalized leases;
(d) all guaranties, endorsements and other contingent obligations whether direct
or indirect in respect of Indebtedness of others, including the obligations to
reimburse the issuer in respect of any letters of credit, and (e) all unsecured
Indebtedness.

     


    
      
        
          Schedule 1
- 5

        

         


      

      
         


         


      

      
         


      

    


    Individual Lender Litigation
Expenses means all costs and expenses (including reasonable attorneys’
fees) incurred by any individual Lender in any litigation concerning the Loan in
which such Lender has been named as a party defendant, but only to the extent
such costs and expenses are reimbursable to such Lender by the Borrower under
the Loan Documents.

     

    Initial
Agreement.  As defined in the preamble.

     

    Initial Maturity
Date.  October 15, 2011.

     

    Intangible
Assets.  Goodwill, the purchase price of acquired assets in
excess of the fair market value thereof, trademarks, trade names, service marks,
brand names, copyrights, patents and licenses, and rights with respect to the
foregoing.

     

    Intercreditor
Agreement.  The intercreditor agreement of even date between
the lenders under the Revolver Loan and the lenders under the Term
Facility.

     

    Interest
Period.

     

    relative
to any Libor Advance

     

    (i)           initially,
the period beginning on (and including) the date on which such Libor Advance is
made or continued as, or converted into, a Libor Advance pursuant to Section
2.5.3 and ending on (but excluding) the day which numerically corresponds to
such date one, two or three months thereafter (or, if such month has no
numerically corresponding day, on the last Business Day of such month), in each
case as the Borrower may select in its notice pursuant to Section 2.5.3;
and

     

    (ii)           thereafter,
each period commencing on the last day of the next preceding Interest Period
applicable to such Libor Advance and ending one, two or three
months  thereafter, as selected by the Borrower by irrevocable notice
to the Agent not less than three Business Days prior to the last day of the then
current Interest Period with respect thereto;

     

    provided, however,
that

     

    
      	
               
      

            	
              (a)

            	
              the
      Borrower shall not be permitted to select Interest Periods to be in effect
      at any one time which have expiration dates occurring on more than five
      (5) different dates;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Interest
      Periods commencing on the same date for Libor Advances comprising part of
      the same advance under this agreement shall be of the same
      duration;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Interest
      Periods for Libor Advances in connection with which Borrower has or may
      incur Hedging Obligations with the Agent shall be of the same duration as
      the relevant periods set under the applicable Hedging
      Contracts;

            


    

     


    
      
        
          Schedule 1
- 6

        

         


      

      
         


         


      

      
         


      

    


    
      	
               
      

            	
              (d)

            	
              if
      such Interest Period would otherwise end on a day which is not a Business
      Day, such Interest Period shall end on the next following Business Day
      unless such day falls in the next calendar month, in which case such
      Interest Period shall end on the first preceding Business Day;
      and

            


    

     

    
      	
               
      

            	
              (e)

            	
              no
      Interest Period may end later than the Maturity Date of the Loan (as
      actually extended).

            


    

     

    Investment.  All
expenditures made and all liabilities incurred (continently or otherwise) for
the acquisition of stock or Indebtedness of, and all loans, advances, capital
contributions to, any Person.

     

    Joinder
Documents.  The one or more joinder agreements to be executed
by a Wholly Owned Subsidiary which is to become a Borrower after the Closing
Date in the form attached hereto as Exhibit A.

     

    Late
Charges.  See Section 2.5.

     

    Lenders as defined in
the Preamble.

     

    Libor
Advance.  The term “Libor Advance” means any principal
outstanding under this Agreement which pursuant to this Agreement bears interest
at the Adjusted Libor Rate.

     

    LIBOR Rate means,
relative to any Interest Period or LIBOR Advances, the offered rate for deposits
of U.S. Dollars in an amount approximately equal to the amount of the requested
LIBOR Advances for a term coextensive with the designated Interest Period which
the British Bankers’ Association fixes as its LIBOR rate as of 11:00 a.m. London
time on the day which is two London Banking Days prior to the beginning of such
Interest Period.  If such day is not a London Banking Day, the LIBOR
Rate shall be determined on the next preceding day which is a London Banking
Day.  If for any reason the Agent cannot determine such offered rate
by the British Bankers’ Association, the Agent may, in its discretion, select a
replacement index based on the arithmetic mean of the quotations, if any, of the
interbank offered rate by first class banks in London or New York for deposits
in comparable amounts and maturities.

     

    Libor Rate Loan Prepayment
Fee as defined in Section 2.5.15.

     

    LIBOR Lending Rate
means, relative to any Libor Advance to be made, continued or maintained as, or
converted into, a Libor Advance for any Interest Period, a rate per annum
determined pursuant to the following formula:

     

    
      	
              Libor
      Lending Rate

            	
              =

            	
              LIBOR
      Rate

            
	 
      	 
      	
              (1.00
      - LIBOR Reserve Percentage)

            


    

    


    LIBOR Reserve
Percentage means, relative to any day of any Interest Period for LIBOR
Advances, the maximum aggregate (without duplication) of the rates (expressed as
a decimal fraction) of reserve requirements (including all basic, emergency,
supplemental, marginal and other reserves and taking into account any
transitional adjustments or other scheduled changes in reserve requirements)
under any regulations of the Board of Governors of the Federal Reserve System
(the “Board”) or other governmental authority having jurisdiction with respect
thereto as issued from time to time and then applicable to assets or liabilities
consisting of “Eurocurrency Liabilities”, as currently defined in Regulation D
of the Board, having a term approximately equal or comparable to such Interest
Period.

     


    
      
        
          Schedule 1
- 7

        

         


      

      
         


         


      

      
         


      

    


    Liquidation
Proceeds.  Amounts received by the Agent and/or the Lenders in
the exercise of the rights and remedies under the Loan Documents.

     

    Loan.  The
loan or any portion thereof which is the subject of this Agreement.

     

    Loan
Amount.  An amount equal to $75,000,000.

     

    Loan
Documents.  This Agreement, the Note, the Joinder Documentation
and all other agreements, documents and instruments now or hereafter evidencing,
securing or otherwise relating to the Loan, all as the same may hereafter be
amended with the prior written consent of Lender.

     

    Loan to Value
Ratio.  See §10.8(a)

     

    London Banking Day
means a day on which dealings in US dollar deposits are transacted in the London
interbank market.

     

    Make Whole Provision
as defined in Section 2.5.16.

     

    Maturity
Date.  The Initial Maturity Date, or if extended the Extended
Maturity Date.

     

    Net Income as defined
in accordance with GAAP.

     

    Net Operating
Income.  Net Income plus interest expense and adjusted by
adding back or deducting non-cash items as part of determining net income per
GAAP (including depreciation and amortization, non-cash compensation expenses,
straight line rent, gains on sale etc.).  In addition, Net Operating
Income will deduct an annual capital expenditure of $.25 per square foot applied
to commercial properties pool or $350 per unit for the apartment
properties.

     

    Note(s).  The
Promissory Notes in the aggregate principal face amount of the Loan Amount dated
as of the date hereof, made by the Borrower to the order of the Lenders, as such
Promissory Notes may hereafter be extended, renewed, replaced, substituted, or
modified with the prior written consent of Borrower and Lenders in accordance
with the terms hereof.

     

    Obligations.  All
indebtedness, obligations and liabilities (including Hedging Obligations) of the
Borrower to the Agent and the Lenders existing on the date of this Agreement or
arising thereafter, direct or indirect, joint or several, absolute or
contingent, matured or unmatured, liquidated or unliquidated, arising by
contract, operation of law or otherwise, incurred under this Agreement or any of
the other Loan Documents or in respect of any of the Advances or the
Note.

     

    Organizational
Documents.  For any corporation, partnership, trust, limited
liability company, limited liability partnership, unincorporated association,
business or other legal entity, the documents pursuant to which such entity has
been established or organized, as such documents may hereafter be amended with
the prior written consent of Agent which shall not be unreasonably withheld or
delayed.

     


    
      
        
          Schedule 1
- 8

        

         


      

      
         


         


      

      
         


      

    


    Other
Properties.  Shall mean all real properties owned by a
Borrower, other than Unencumbered Pool Properties.

     

    Outstanding.  With
respect to the Advances or the Loan, the aggregate unpaid principal thereof as
of any date of determination.

     

    Permitted
Liens.  Liens: (i) permitted by §9.4, (ii) for taxes unpaid and
diligently contested in good faith by the Borrower unless payment is required
prior to the contesting of any such taxes and provided no enforcement
proceedings have been commenced with respect to any lien filed in connection
with such dispute and adequate reserves have been established for such taxes,
(iii) for assessments, governmental charges, liens for labor, materials or
supplies which do not materially interfere with the use of the properties
comprising the Unencumbered Pool Properties or the operation of the business of
the Borrower and do not exceed in the aggregate at any one time $5,000,000.00,
(iv) liens on a property existing at the time of acquisition and refinancings of
such liens, (v) liens on any 1031 Property consisting of any liens of FSP, a
Wholly Owned Subsidiary or the 1031 Intermediary, (vi) liens securing
Indebtedness permitted under Section 10.2(e), and (vii) other liens which do not
exceed in the aggregate at any one time $1,000,000.00.

     

    Person.  Any
individual, corporation, partnership, trust, unincorporated association,
business, or other legal entity, and any government or any governmental agency
or political subdivision thereof.

     

    Present
Value.  The term “Present Value” means the value at the
applicable maturity discounted to the date of pre-payment using the Treasury
Rate.

     

    Prime
Rate.  The term “Prime Rate” means the per annum rate of
interest so designated from time to time by Citizens as its prime
rate.  The Prime Rate is a reference rate and does not necessarily
represent the lowest or best rate being charged to any customer.

     

    Project
Approvals.  All approvals, consents, waivers, orders,
agreements, acknowledgments, authorizations, permits and licenses required under
applicable Requirements or under the terms of any restriction, covenant or
easement affecting any of the properties comprising the Unencumbered Pool
Properties, or otherwise necessary or desirable, for the ownership, acquisition,
construction, equipping, use, occupancy and operation of any of the properties
comprising the Unencumbered Pool Properties, whether obtained from a
Governmental Authority or any other Person.

     

    Properties.  Collectively,
the Unencumbered Pool Properties and the Other Properties.

     

    Ratings Change means
on any date, either Moody’s or S&P assigns a rating below the Rating
Threshold (as defined below), or fails to assign a rating, to the unsecured,
unguaranteed and unsupported senior long-term debt or other similar obligations
of Citizens. As used herein, (x) “Moody’s” means Moody’s Investors Service,
Inc., or any successor nationally recognized statistical rating organization,
(y) “S&P” means Standard & Poor’s Ratings Services, or any successor
nationally recognized statistical rating organization, and (z) “Rating
Threshold” means (A) with respect to Moody’s, “Baa” and (B) with respect to
S&P, BBB.

     


    
      
        
          Schedule 1
- 9

        

         


      

      
         


         


      

      
         


      

    


    Real Estate
Assets.  Means investments in non-consolidated REITs,
Syndication REITs, assets held for syndication, mortgages on real estate and/or
investments in other REITs.

     

    Register as defined
in Section 18.15.3.

     

    Required
Lenders.  As of any date, the Lenders holding at least sixty
percent (60%) of the outstanding principal amount of the Notes on such date; and
if no such principal is outstanding, the Lenders whose aggregate Commitments
constitute at least sixty percent (60%) of the Total Commitment; provided,
however, as long as there are only two (2) Lenders, Required Lenders shall
require that both Lenders concur on any decision requiring Required Lenders’
consent.

     

    Requirements.  Any
law, ordinance, code, order, rule or regulation of any Governmental Authority
relating in any way to the acquisition, ownership, construction, use, occupancy
and operation of the properties comprising the Unencumbered Pool
Properties.

     

    Revolver
Loan.  Means the revolving facility as evidenced by the Third
Amended and Restated Loan Agreement dated October 19, 2007 with a present
maximum amount of $250,000,000.00 between the Borrower and the Lenders
thereunder, as may be amended, modified, restated or revised from time to
time.

     

    Second Extension
Period.  See §2.8.

     

    Subsidiary.  Any
corporation, partnership, association, trust, or other business entity of which
the Borrower shall at any time own directly, or indirectly through a Subsidiary
or Subsidiaries, at least a majority of the beneficial or ownership interests
therein.  The term Subsidiary does not include any Syndication REIT or
any corporation, partnership, trust or other business entity that is
wholly-owned by any Syndication REIT.

     

    Supermajority of
Lenders.  As of any date, the Lenders holding at least
seventy-five percent (75%) of the outstanding principal amount of the Notes on
such date; and if no such principal is outstanding, the Lenders whose aggregate
Commitments constitute at least seventy-five percent (75%) of the Total
Commitment; provided, however, as long as there are only two (2) Lenders, a
Supermajority of Lenders shall require that both Lenders concur on any decision
requiring a Supermajority of Lenders’ consent.

     

    Syndication
Event.  The sale by the Borrower, or an affiliate, of shares of
preferred stock or other similar interests in an owner of real property
established by the Borrower, or an affiliate in connection with the syndication
of such property by the Borrower.  For purposes of clarity, the term
“Syndication Event” does not include an Affiliate Disposition.

     

    Syndication
REIT.  Means a REIT that is managed and controlled by the
Borrower but is not a Wholly Owned Subsidiary, including a “Sponsored REIT” as
such term is used in FSP’s filings with the Securities and Exchange
Commission.

     

    Taking.  Any
condemnation for public use of, or damage by reason of, the action of any
Governmental Authority, or any transfer by private sale in lieu thereof, either
temporarily or permanently.

     


    
      
        
          Schedule 1
- 10

        

         


      

      
         


         


      

      
         


      

    


    Tangible Net
Worth.  The excess of Total Assets over Total Liabilities, and
less the sum of:

     

    
      	
               
      

            	
              (a)

            	
              the
      total book value of all assets of the Borrower properly classified as
      Intangible Assets ; plus

            


    

     

    
      	
               
      

            	
              (b)

            	
              all
      amounts representing any write-up in the book value of any assets of the
      Borrower resulting from a revaluation thereof subsequent to the Balance
      Sheet Date; plus

            


    

     

    
      	
               
      

            	
              (c)

            	
              to
      the extent otherwise includable in the computation of Tangible Net Worth,
      any subscriptions receivable.

            


    

     

    Taxes as defined in
Section 2.6.3.

     

    Term
Facility.  Means the term loan contemplated herein in the
amount of the Loan Amount.

     

    Total
Assets.  All assets of the Borrower determined in accordance
with generally accepted accounting principles.

     

    Total
Commitment.  The sum of the Commitments of the Lenders, as in
effect from time to time.

     

    Total
Liabilities.  All liabilities of the Borrower determined in
accordance with generally accepted accounting principles and all Indebtedness,
without duplication of the Borrower, whether or not so classified.

     

    Treasury
Rate.  The term “Treasury Rate, means, as of the date of any
calculation or determination, the latest Published rate for United States
Treasury Notes or Bills (but the rate on Bills issued on a discounted basis
shall be converted to a bond equivalent) as published weekly in the Federal
Reserve Statistical Release H.15(519) of Selected Interest Rates in an amount
which approximates (as determined by Agent) the amount approximately comparable
to the portion of the Loan to which the Treasury Rating applies for the Interest
Period, or (ii) in the case of a prepayment, the amount prepaid and with a
maturity closest to the original maturity of the installment which is prepaid in
whole or in part.

     

    Unencumbered Pool
Properties.  Collectively, the real properties listed on Exhibit H -
Unencumbered Pool Properties.  Exhibit H shall be
deemed amended (A) to exclude real properties owned by the Borrower which have
liens thereon which secure Indebtedness, (B) to include real properties owned by
Borrower which are free of liens which secure Indebtedness (including any
Indebtedness which may have previously existed but is subsequently repaid,
satisfied or otherwise discharged) and (C) to reflect Acquisitions and
dispositions of real properties pursuant to Section 9.15.  A real
property shall be deemed to be included as an Unencumbered Pool Property if any
lien thereon is of the type specified in clauses (i), (ii), (iii), and/or (v) of
the definition of Permitted Liens.

     


    
      
        
          Schedule 1
- 11

        

         


      

      
         


         


      

      
         


      

    


    Unsecured Fixed Rate Debt
Service.  Debt Service on Fixed Rate Debt calculated with
reference only to any applicable Indebtedness that is unsecured.

     

    Unsecured Floating Rate Debt
Service.  Debt Service on Floating Rate Debt calculated with
reference only to any applicable Indebtedness that is unsecured.

     

    Value of the
Properties.  As of the relevant date of determination the
aggregate value of all of the Properties based upon the test quarter Net
Operating Income multiplied by four (4) and divided by a 8.25% capitalization
rate (7% for CBD Properties).  For any acquisitions made during a
quarter the Net Operating Income will be calculated by dividing Net Operating
Income by the number of months such asset(s) is owned during such test quarter
multiplied by 3 to approximate a full quarter.

     

    Value of the Unencumbered
Pool Properties.  As of the relevant date of determination the
aggregate value of all of the properties comprising the Unencumbered Pool
Properties based upon the test quarter Net Operating Income multiplied by four
(4) and divided by a 8.25% capitalization rate (7% for CBD
Properties).  For any acquisitions made during a quarter the Net
Operating Income will be calculated by dividing Net Operating Income by the
number of months such asset(s) is owned during such test quarter multiplied by 3
to approximate a full quarter.

     

    Variable
Rate.  The term “Variable Rate” means a per annum rate equal at
all times to the Prime Rate plus 0 basis points, with changes therein to be
effective simultaneously with any change in the Prime Rate without notice or
demand of any kind.

     

    Variable Rate
Advance.  The term “Variable Rate Advance” means any principal
amount outstanding under this Agreement which pursuant to this Agreement bears
interest at the Variable Rate.

     

    Wholly Owned
Subsidiaries.  Any Subsidiary with respect to which FSP shall
own directly or indirectly (through a Subsidiary or Subsidiaries) 100% of the
outstanding voting interest and economic interest.  For the avoidance
of doubt, no Syndication REIT shall be deemed to be a Wholly Owned
Subsidiary.

     

    1031
Intermediary.  A Person in such person’s capacity as an
intermediary or accommodation holder in connection with an exchange of property
by FSP or a Wholly Owned Subsidiary intended to qualify under Section 1031 of
the Internal Revenue Code as amended.

     

    1031
Property.  A property whose legal title or other indicia of
ownership is held by a 1031 Intermediary for the benefit of any of FSP or a
Wholly Owned Subsidiary as part of a 1031 tax exchange intended to qualify under
Section 1031 of the Internal Revenue Code as amended.

     


    
      
        
          Schedule 1
- 12

        

         


      

      
         


         


      

      
         


      

    


    SCHEDULE
2

     

    LIST OF
BORROWERS

     

    FSP
Holdings LLC (DE)

     

    FSP
Investments LLC (MA)

     

    FSP
Property Management LLC (MA)

     

    FSP
Protective TRS Corp. (MA)

     

    FSP
Hillview Center Limited Partnership (MA)

     

    FSP
Montague Business Center Corp. (DE)

     

    FSP
Greenwood Plaza Corp. (DE)

     

    FSP
380 Interlocken Corp. (DE)

     

    FSP
390 Interlocken LLC (DE)

     

    FSP
Blue Lagoon Drive LLC (DE)

     

    FSP
One Overton Park LLC (DE)

     

    FSP
Northwest Point LLC (DE)

     

    FSP
River Crossing LLC (DE)

     

    FSP
Bollman Place Limited Partnership (MA)

     

    FSP
Southfield Centre Limited Partnership (MA)

     

    FSP
Forest Park IV NC Limited Partnership (NC)

     

    FSP
Park Seneca Limited Partnership (MA)

     

    FSP
Addison Circle Limited Partnership (TX)

     

    FSP
Park Ten Phase II Limited Partnership (TX)

     

    FSP
Collins Crossing Limited Partnership (TX)

     

    FSP
Eldridge Green Limited Partnership (TX)

     

    FSP
Liberty Plaza Limited Partnership (TX)

     

    FSP
Park Ten Limited Partnership (TX)

    
       


      
        
          
            Schedule 2
- 1

          

           


        

        
           


           


        

        
           


        

      

      FSP Willow Bend Office Center
Limited Partnership (TX)

     

    FSP
Innsbrook Corp. (DE)

     

    FSP East Baltimore Street LLC
(DE)

     


    
      
        
          Schedule 2
- 2

        

         


      

      
         


         


      

      
         


      

    


    SCHEDULE
3

     

    ADVANCE/LOAN
REQUEST

     

    [Date]

    


     

    RBS
Citizens, National Association

    28
State Street

    Boston,
Massachusetts  02109

    Attention:  _______________

    Loan
No.  ________________

    


    


    Dear
Gentlemen:

    


     

    This
letter is to request an Advance of the above-referenced loan in the amount of
$________________ (the “Advance”).  The Advance shall be transferred
to Account No. _________________ with RBS Citizens, National Association and
received in said Account by _________, ______ at _________
a.m./p.m.

     

    


     

    Very
truly yours,

    


    FRANKLIN
STREET PROPERTIES CORP.

    


    


    By:________________________

    Name:

    Its:

    


     


    
      
        
          Schedule 3
- 1

        

         


      

      
         


         


      

      
         


      

    


    SCHEDULE
4

     

    SUBSIDIARIES

     

    


     

    FSP
Blue Lagoon Drive Corp.

    FSP
Forest Park IV LLC

    FSP
Addison Circle LLC

    FSP
Addison Circle Corp.

    FSP
Collins Crossing LLC

    FSP
Collins Crossing Corp.

    FSP
Eldridge Green LLC

    FSP
Eldridge Green Corp.

    FSP
Park Ten LLC

    FSP
Park Ten Development LLC

    FSP
Park Ten Development Corp.

    FSP
Willow Bend Office Center LLC

    FSP
Willow Bend Office Center Corp.

    


     

    


     


    
      
        
          Schedule 4
- 1

        

         


      

      
         


         


      

      
         


      

    


    SCHEDULE
5

     

    LOAN AMORTIZATION PAYMENT
SCHEDULE

     

    
      
        	
                Franklin Street
      Properties

              	 
      	 
      	 
      	 
      	 
      
	
                Term loan amortization
      schedule

              	 
      	 
      	 
      	 
      	 
      
	
                Fixed interest rate
      assumed

              	
                6.000%

              	 
      	 
      	 
      	 
      	 
      
	
                Original Principal of
      loan

              	
                           75,000,000

              	 
      	 
      	 
      	 
      	 
      
	
                Loan Start
    Date

              	
                15-Oct-08

              	 
      	 
      	 
      	 
      	 
      
	
                Loan Maturity
      Date

              	
                15-Oct-11

              	 
      	
                 Interest only until
      11/1/2010

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

       

      
        	
                Interest
      Calculation Periods

              	
                Beginning

              	
                Principal

              	
                Ending

              	
                Rate
      Fixing

              	
                Payment

              
	
                Start
      Date

              	
                End
      Date

              	
                Notional

              	
                Paydown

              	
                Principal

              	
                Date

              	
                Date

              
	
                15-Oct-08

              	
                3-Nov-08

              	
                75,000,000

              	
                0

              	
                75,000,000

              	
                13-Oct-08

              	
                3-Nov-08

              
	
                3-Nov-08

              	
                1-Dec-08

              	
                75,000,000

              	
                0

              	
                75,000,000

              	
                30-Oct-08

              	
                1-Dec-08

              
	
                1-Dec-08

              	
                2-Jan-09

              	
                75,000,000

              	
                0

              	
                75,000,000

              	
                27-Nov-08

              	
                2-Jan-09

              
	
                2-Jan-09

              	
                2-Feb-09

              	
                75,000,000

              	
                0

              	
                75,000,000

              	
                30-Dec-08

              	
                2-Feb-09

              
	
                2-Feb-09

              	
                2-Mar-09

              	
                75,000,000

              	
                0

              	
                75,000,000

              	
                29-Jan-09

              	
                2-Mar-09

              
	
                2-Mar-09

              	
                1-Apr-09

              	
                75,000,000

              	
                0

              	
                75,000,000

              	
                26-Feb-09

              	
                1-Apr-09

              
	
                1-Apr-09

              	
                1-May-09

              	
                75,000,000

              	
                0

              	
                75,000,000

              	
                30-Mar-09

              	
                1-May-09

              
	
                1-May-09

              	
                1-Jun-09

              	
                75,000,000

              	
                0

              	
                75,000,000

              	
                29-Apr-09

              	
                1-Jun-09

              
	
                1-Jun-09

              	
                1-Jul-09

              	
                75,000,000

              	
                0

              	
                75,000,000

              	
                28-May-09

              	
                1-Jul-09

              
	
                1-Jul-09

              	
                3-Aug-09

              	
                75,000,000

              	
                0

              	
                75,000,000

              	
                29-Jun-09

              	
                3-Aug-09

              
	
                3-Aug-09

              	
                1-Sep-09

              	
                75,000,000

              	
                0

              	
                75,000,000

              	
                30-Jul-09

              	
                1-Sep-09

              
	
                1-Sep-09

              	
                1-Oct-09

              	
                75,000,000

              	
                0

              	
                75,000,000

              	
                27-Aug-09

              	
                1-Oct-09

              
	
                1-Oct-09

              	
                2-Nov-09

              	
                75,000,000

              	
                0

              	
                75,000,000

              	
                29-Sep-09

              	
                2-Nov-09

              
	
                2-Nov-09

              	
                1-Dec-09

              	
                75,000,000

              	
                0

              	
                75,000,000

              	
                29-Oct-09

              	
                1-Dec-09

              
	
                1-Dec-09

              	
                4-Jan-10

              	
                75,000,000

              	
                0

              	
                75,000,000

              	
                27-Nov-09

              	
                4-Jan-10

              
	
                4-Jan-10

              	
                1-Feb-10

              	
                75,000,000

              	
                0

              	
                75,000,000

              	
                30-Dec-09

              	
                1-Feb-10

              
	
                1-Feb-10

              	
                1-Mar-10

              	
                75,000,000

              	
                0

              	
                75,000,000

              	
                28-Jan-10

              	
                1-Mar-10

              
	
                1-Mar-10

              	
                1-Apr-10

              	
                75,000,000

              	
                0

              	
                75,000,000

              	
                25-Feb-10

              	
                1-Apr-10

              
	
                1-Apr-10

              	
                4-May-10

              	
                75,000,000

              	
                0

              	
                75,000,000

              	
                30-Mar-10

              	
                4-May-10

              
	
                4-May-10

              	
                1-Jun-10

              	
                75,000,000

              	
                0

              	
                75,000,000

              	
                29-Apr-10

              	
                1-Jun-10

              
	
                1-Jun-10

              	
                1-Jul-10

              	
                75,000,000

              	
                0

              	
                75,000,000

              	
                27-May-10

              	
                1-Jul-10

              
	
                1-Jul-10

              	
                2-Aug-10

              	
                75,000,000

              	
                0

              	
                75,000,000

              	
                29-Jun-10

              	
                2-Aug-10

              
	
                2-Aug-10

              	
                1-Sep-10

              	
                75,000,000

              	
                0

              	
                75,000,000

              	
                29-Jul-10

              	
                1-Sep-10

              
	
                1-Sep-10

              	
                1-Oct-10

              	
                75,000,000

              	
                0

              	
                75,000,000

              	
                27-Aug-10

              	
                1-Oct-10

              
	
                1-Oct-10

              	
                1-Nov-10

              	
                75,000,000

              	
                74,663

              	
                74,925,337

              	
                29-Sep-10

              	
                1-Nov-10

              
	
                1-Nov-10

              	
                1-Dec-10

              	
                74,925,337

              	
                75,036

              	
                74,850,301

              	
                28-Oct-10

              	
                1-Dec-10

              
	
                1-Dec-10

              	
                4-Jan-11

              	
                74,850,301

              	
                75,411

              	
                74,774,890

              	
                29-Nov-10

              	
                4-Jan-11

              
	
                4-Jan-11

              	
                1-Feb-11

              	
                74,774,890

              	
                75,788

              	
                74,699,102

              	
                30-Dec-10

              	
                1-Feb-11

              
	
                1-Feb-11

              	
                1-Mar-11

              	
                74,699,102

              	
                76,167

              	
                74,622,935

              	
                28-Jan-11

              	
                1-Mar-11

              
	
                1-Mar-11

              	
                1-Apr-11

              	
                74,622,935

              	
                76,931

              	
                74,546,004

              	
                25-Feb-11

              	
                1-Apr-11

              
	
                1-Apr-11

              	
                3-May-11

              	
                74,546,004

              	
                77,316

              	
                74,468,688

              	
                30-Mar-11

              	
                3-May-11

              
	
                3-May-11

              	
                1-Jun-11

              	
                74,468,688

              	
                77,702

              	
                74,390,986

              	
                28-Apr-11

              	
                1-Jun-11

              
	
                1-Jun-11

              	
                1-Jul-11

              	
                74,390,986

              	
                78,091

              	
                74,312,895

              	
                27-May-11

              	
                1-Jul-11

              
	
                1-Jul-11

              	
                1-Aug-11

              	
                74,312,895

              	
                78,481

              	
                74,234,414

              	
                29-Jun-11

              	
                1-Aug-11

              
	
                1-Aug-11

              	
                1-Sep-11

              	
                74,234,414

              	
                78,874

              	
                74,155,540

              	
                28-Jul-11

              	
                1-Sep-11

              
	
                1-Sep-11

              	
                3-Oct-11

              	
                74,155,540

              	
                79,267

              	
                74,076,273

              	
                30-Aug-11

              	
                3-Oct-11

              
	
                3-Oct-11

              	
                15-Oct-11

              	
                74,076,273

              	
                74,076,273

              	
                0

              	
                29-Sep-11

              	
                15-Oct-11

              


      



     


    
      
        
          Schedule 5
- 1

        

         


      

      
         


         


      

      
         


      

    


    EXHIBIT
E

     

    FORM
OF

    ASSIGNMENT
AND ACCEPTANCE

    


     

    Dated:  ____________,
2008

    


     

    Reference
is made to the Term Loan Agreement, dated as of October 15, 2008 (as amended and
in effect from time to time, the "Loan Agreement"), by and between Franklin
Street Properties Corp, and the additional entities listed from time to time on
Schedule 2 to the Loan Agreement, having an address at 401 Edgewater Place,
Suite 200, Wakefield, Massachusetts 01880-6210 (“Borrower”), RBS CITIZENS,
NATIONAL ASSOCIATION and the other lending institutions which may become parties
to the Loan Agreement (the “Lenders”), and RBS CITIZENS, NATIONAL ASSOCIATION as
agent for itself and such other lending institutions (the
“Agent”).  Capitalized terms used herein and not otherwise defined
shall have the meanings assigned to such terms in the Loan
Agreement.

     

    __________________________________
(the "Assignor") and ______________ (the "Assignee") agree as
follows:

     

    
      	
              I.

            	
              The
      Assignor hereby sells and assigns to the Assignee, and the Assignee hereby
      purchases and assumes from the Assignor, a _______________% interest in
      and to all of the Assignor's rights and obligations under the Loan
      Documents as of the Effective Date (as hereinafter
      defined).  The amount of the Assignor's Commitment being
      purchased by and assigned to the Assignee as of the Effective Date is
      $_______________.

            


    

     

    
      	
              II.

            	
              The
      Assignor (i) represents that as of the date hereof, its Commitment
      Percentage (without giving effect to assignments thereof which have not
      yet become effective) is 100%, and the outstanding balance of the Loan
      owing to the Assignor under the Note held by the Assignor (unreduced by
      any assignments thereof which have not yet become effective) is
      $_______________; (ii) makes no representation or warranty and assumes no
      responsibility with respect to any statements, warranties or
      representations made in or in connection with the Loan Documents or the
      execution, legality, validity, enforceability, genuineness, sufficiency or
      value of the Loan Documents or any other instrument or document furnished
      pursuant thereto, other than that the Assignor is the legal and beneficial
      owner of the interest being assigned by it hereunder and that such
      interest is free and clear of any adverse claim; (iii) makes no
      representation or warranty and assumes no responsibility with respect to
      the financial condition of the Borrower, or any other person which may be
      primarily or secondarily liable in respect of any of the Obligations or
      any of their obligations, or the performance or observance by the
      Borrower, or any other person primarily or secondarily liable in respect
      of any of the obligations under any of the Loan Documents or any other
      instrument or document delivered or executed pursuant thereto; and (iv)
      attaches the Note delivered to it under the Loan Agreement and requests
      that the Borrower exchange such Note for a new Note payable to each of the
      Assignor and the Assignee as
follows:

            


    

     


    
      
        
          Exhibit E
- 1

        

         


      

      
         


         


      

      
         


      

    


    Note
Payable to the Order
of:                                                                Amount
of Note

    


    ____________________                                                                    ($_______________)

    


    ____________________                                                                    ($_______________)

    


    


     

    
      	
              III.

            	
              The
      Assignee (i) represents and warrants that it is legally authorized to
      enter into this Assignment and Acceptance; (ii) confirms that it has
      received a copy of the Loan Documents, together with copies of the most
      recent financial statements delivered pursuant to the Loan Agreement and
      such other documents and information as the Assignee has deemed
      appropriate to make its own credit analysis and decision to enter into
      this Assignment and Acceptance; (iii) agrees that it will, independently
      and without reliance upon the Assignor, any other Lender or the Agent and
      based on such documents and information as it shall deem appropriate at
      the time, continue to make its own credit decisions in taking or not
      taking action under the Loan Documents; (iv) confirms that it is an
      Eligible Assignee; (v) appoints and authorizes the Agent to take such
      action as agent on its behalf and to exercise such powers as are
      reasonably incidental thereto pursuant to the terms of the Loan Documents;
      (vi) agrees that it will perform all the obligations which by the terms of
      the Loan Documents are required to be performed by the Assignee as a
      Lender in accordance with the terms of the Loan Documents; and (vi)
      specifies as to its address for notices the office set forth beneath its
      name on the signature page hereof.

            


    

     

    
      	
              IV.

            	
              The
      effective date for this Assignment and Acceptance shall be _______________
      (the "Effective Date").  Following the execution of this
      Assignment and Acceptance, it will be delivered to the Agent for
      acceptance and recording in the Register by the Agent.  Upon
      such recordation, and prior to such assignment being effective the
      Assignee shall pay the Agent (for the Agent's own account) a registration
      fee in the sum of $3,500.00.

            


    

     

    
      	
              V.

            	
              Upon
      such acceptance and recording, from and after the Effective Date, (i) the
      Assignee shall be a party to the Loan Agreement and, to the extent
      provided in this Assignment and Acceptance, have the rights and
      obligations of a Lender thereunder, and (ii) the Assignor shall, with
      respect to that portion of its interest under the Loan
      Documents  assigned hereunder relinquish its future rights and
      be released from its future obligations under the Loan Documents but shall
      remain liable for all obligations which arose prior to such
      assignment.

            


    

     

    
      	
              VI.

            	
              Upon
      such acceptance and recording, from and after the Effective Date, the
      Agent shall make all payments in respect of the rights and obligations
      assigned hereby (including payments of principal, interest, fees and other
      amounts) to the Assignee.  The Assignor and Assignee shall make
      all appropriate adjustments in payments for periods prior to the Effective
      Date by the Agent or with respect to the making of this assignment
      directly between themselves.

            


    

     


    
      
        
          Exhibit E
- 2

        

         


      

      
         


         


      

      
         


      

    


    
      	
              VII.

            	
              THIS
      ASSIGNMENT AND ACCEPTANCE IS INTENDED TO TAKE EFFECT AS A SEALED
      INSTRUMENT TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
      OF THE COMMONWEALTH OF
MASSACHUSETTS.

            


    

     


    
      
        
          Exhibit E
- 3

        

         


      

      
         


         


      

      
         


      

    


    IN
WITNESS WHEREOF, intending to be legally bound, each of the undersigned has
caused this Assignment and Acceptance to be executed on its behalf by its
officer thereunto duly authorized, as of the date first above
written.

     

    


    “Assignor”

    


    


    ______________________________

    


    


    


    By:___________________________

    Name:

    Title:

    


    


    


    "Assignee"

    


    


    ______________________________

    


    


    


    By:___________________________

    Name:

    Title:

    


     

    


     

    


     

    Notice
Address:                        ______________________________

    ______________________________

    ______________________________

    Attn:_________________________

    Telephone
No.:

    Telecopier
No.:

    



    
      
        
          Exhibit E
- 4

        

         


      

      
         


         


      

      
         


      

    


    EXHIBIT
F

     

    LENDER’S
COMMITMENT AND PERCENTAGE

    


     

    RBS
Citizens, National Association

    $35,000,000.00
- 46.6667%

    


    Bank
of America, N.A.

    $25,000,000.00
- 33.3333%

    


    Wachovia
Bank, National Association

    $15,000,000.00
- 20.00%

    


     


    
      
        
          Exhibit F
- 1

        

         


      

      
         


         


      

      
         


      

    


    
      	
              EXHIBIT
      H

               

              UNENCUMBERED
      POOL PROPERTIES

               

               

            
	
              Unencumbered Pool
      Property Name

               

            	
              Subsidiary
      name

               

            
	
              Hillview
      Center

              Milpitas,
      California

               

            	 
      	
              FSP
      Hillview Center Limited Partnership

               

            
	
              Montague
      Business Center

               

            	 
      	
              FSP
      Montague Business Center Corp.

               

            
	
              Greenwood
      Plaza

               

            	 
      	
              FSP
      Greenwood Plaza Corp.

               

            
	
              380
      Interlocken

               

            	 
      	
              FSP
      380 Interlocken Corp.

               

            
	
              390
      Interlocken

               

            	 
      	
              FSP
      390 Interlocken LLC

               

            
	
              Blue
      Lagoon

               

            	 
      	
              FSP
      Blue Lagoon Drive LLC

               

            
	
              Overton
      Park

               

            	 
      	
              FSP
      One Overton Park LLC

               

            
	
              Northwest
      Point

               

            	 
      	
              FSP
      Northwest Point LLC

               

            
	
              River
      Crossing

               

            	 
      	
              FSP
      River Crossing LLC

               

            
	
              Bollman
      Place

               

            	 
      	
              FSP
      Bollman Place Limited Partnership

               

            
	
              Southfield
      Centre

               

            	 
      	
              FSP
      Southfield Centre Limited Partnership

               

            
	
              Forest
      Park

               

            	 
      	
              FSP
      Forest Park IV NC Limited Partnership

               

            
	
              Park
      Seneca

               

            	 
      	
              FSP
      Park Seneca Limited Partnership

               

            
	
              Addison
      Circle

               

            	 
      	
              FSP
      Addison Circle Limited Partnership

               

            
	
              Park
      Ten Phase II

               

            	 
      	
              FSP
      Park Ten Phase II Limited Partnership

               

            
	
              Collins
      Crossing

               

            	 
      	
              FSP
      Collins Crossing Limited
Partnership

            


    


    
      
        
          Exhibit H
- 1

        

         


      

      
         


         


      

      
         


      

    


    


    
      	
              Eldridge
      Green

               

            	 
      	
              FSP
      Eldridge Green Limited Partnership

            
	
              Liberty
      Plaza

               

            	 
      	
              FSP
      Liberty Plaza Limited Partnership

               

            
	
              Park
      Ten

               

            	 
      	
              FSP
      Park Ten Limited Partnership

               

            
	
              Willow
      Bend Office Center

               

            	 
      	
              FSP
      Willow Bend Office Center Limited Partnership

            
	
              Innsbrook

               

            	 
      	
              FSP
      Innsbrook Corp.

               

            
	
              East
      Baltimore Street

               

            	 
      	
              FSP
      East Baltimore Street LLC

               

            
	
               

              Properties held
      directly by the FSP

               

            	 
      	
              Properties held
      directly by the FSP

               

            
	
              Centennial
      Park

               

            	 
      	
              Centennial

               

            
	
              Meadow
      Point

               

            	 
      	
              Meadow
      Point

               

            
	
              Timberlake

               

            	 
      	
              Timberlake

               

            
	
              Timberlake
      East

               

            	 
      	
              Timberlake
      East

               

            
	
              Federal
      Way

               

            	 
      	
              Federal
      Way

               

            


    

    


     


    
      
        
          Exhibit H
- 2