Exhibit 10.26


 


EXECUTION COPY




 


 





TERM LOAN AGREEMENT


 


Dated as of February 25, 2004


 


by and among


 


HRPT PROPERTIES TRUST,


as Borrower


 


WACHOVIA CAPITAL
MARKETS, LLC,


as Sole Lead Arranger,


 


WACHOVIA BANK,
NATIONAL ASSOCIATION,


as Administrative Agent,


 


SOCIETE GENERALE,


as Syndication Agent,


each of


 


SUNTRUST BANK


and


ROYAL BANK OF
CANADA,


as a Co-Documentation Agent,


each of


 


SUMITOMO MITSUI
BANKING CORPORATION


and


MERRILL LYNCH BANK
USA,


as a Managing Agent,


and


 


THE FINANCIAL INSTITUTIONS INITIALLY SIGNATORY HERETO

AND THEIR ASSIGNEES PURSUANT TO SECTION 12.5.,


as Lenders


 




 




















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
  Article I. Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 1.1.  Definitions

  	
  1

  
	
   

  	
  Section 1.2.  General; References to Times

  	
  21

  
	
   

  	
   

  	
   

  
	
  Article II. Credit Facility

  	
  21

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 2.1.  Term Loans

  	
  21

  
	
   

  	
  Section 2.2.  Rates and Payment of Interest on Loans

  	
  22

  
	
   

  	
  Section 2.3.  Number of Interest Periods

  	
  23

  
	
   

  	
  Section 2.4.  Repayment of Loans

  	
  23

  
	
   

  	
  Section 2.5.  Prepayments

  	
  23

  
	
   

  	
  Section 2.6.  Continuation

  	
  23

  
	
   

  	
  Section 2.7.  Conversion

  	
  24

  
	
   

  	
  Section 2.8.  Notes

  	
  24

  
	
   

  	
  Section 2.9.  Additional Term Loans

  	
  25

  
	
   

  	
   

  	
   

  
	
  Article III. Payments, Fees and Other
  General Provisions

  	
  25

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 3.1.  Payments

  	
  25

  
	
   

  	
  Section 3.2.  Pro Rata Treatment

  	
  26

  
	
   

  	
  Section 3.3.  Sharing of Payments, Etc

  	
  26

  
	
   

  	
  Section 3.4.  Several Obligations

  	
  26

  
	
   

  	
  Section 3.5.  Minimum Amounts

  	
  27

  
	
   

  	
  Section 3.6.  Computations

  	
  27

  
	
   

  	
  Section 3.7.
   Usury

  	
  27

  
	
   

  	
  Section 3.8.  Agreement Regarding Interest and Charges

  	
  27

  
	
   

  	
  Section 3.9.  Statements of Account

  	
  28

  
	
   

  	
  Section 3.10.  Defaulting Lenders

  	
  28

  
	
   

  	
  Section 3.11.  Taxes

  	
  28

  
	
   

  	
   

  	
   

  
	
  Article IV. Yield Protection, Etc.

  	
  30

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 4.1.  Additional Costs; Capital Adequacy

  	
  30

  
	
   

  	
  Section 4.2.  Suspension of LIBOR Loans

  	
  31

  
	
   

  	
  Section 4.3.  Illegality

  	
  32

  
	
   

  	
  Section 4.4.  Compensation

  	
  32

  
	
   

  	
  Section 4.5.  Affected Lenders

  	
  32

  
	
   

  	
  Section 4.6.  Treatment of Affected Loans

  	
  33

  
	
   

  	
  Section 4.7.  Change of Lending Office

  	
  33

  
	
   

  	
  Section 4.8.  Assumptions Concerning Funding of LIBOR Loans

  	
  34

  
	
   

  	
   

  	
   

  
	
  Article V. Conditions Precedent

  	
  34

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 5.1.  Initial Conditions Precedent

  	
  34

  
	
   

  	
  Section 5.2.  Additional Conditions Precedent

  	
  36

  
	
   

  	
   

  	
   

  
	
  Article VI. Representations and Warranties

  	
  37

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 6.1.  Representations and Warranties

  	
  37

  



 


i

















 


	
   

  	
  Section 6.2.  Survival of Representations and Warranties, Etc.

  	
  43

  
	
   

  	
   

  	
   

  
	
  Article VII. Affirmative Covenants

  	
  43

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 7.1.  Preservation of Existence and Similar Matters

  	
  43

  
	
   

  	
  Section 7.2.  Compliance with Applicable Law and Material Contracts

  	
  44

  
	
   

  	
  Section 7.3.  Maintenance of Property

  	
  44

  
	
   

  	
  Section 7.4.  Conduct of Business

  	
  44

  
	
   

  	
  Section 7.5.  Insurance

  	
  44

  
	
   

  	
  Section 7.6.  Payment of Taxes and Claims

  	
  44

  
	
   

  	
  Section 7.7.  Visits and Inspections

  	
  45

  
	
   

  	
  Section 7.8.  Use of Proceeds

  	
  45

  
	
   

  	
  Section 7.9.  Environmental Matters

  	
  45

  
	
   

  	
  Section 7.10.  Books and Records

  	
  46

  
	
   

  	
  Section 7.11.  Further Assurances

  	
  46

  
	
   

  	
  Section 7.12.  New Subsidiaries/Guarantors

  	
  46

  
	
   

  	
  Section 7.13.  REIT Status

  	
  46

  
	
   

  	
  Section 7.14.  Exchange Listing

  	
  47

  
	
   

  	
   

  	
   

  
	
  Article VIII. Information

  	
  47

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 8.1.  Quarterly Financial Statements

  	
  47

  
	
   

  	
  Section 8.2.  Year-End Statements

  	
  47

  
	
   

  	
  Section 8.3.  Compliance Certificate

  	
  48

  
	
   

  	
  Section 8.4.  Other Information

  	
  48

  
	
   

  	
   

  	
   

  
	
  Article IX. Negative Covenants

  	
  50

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 9.1.  Financial Covenants

  	
  50

  
	
   

  	
  Section 9.2.  Indebtedness

  	
  51

  
	
   

  	
  Section 9.3. Certain Permitted Investments

  	
  51

  
	
   

  	
  Section 9.4.  Investments Generally

  	
  52

  
	
   

  	
  Section 9.5.  Liens; Negative Pledges; Other Matters

  	
  53

  
	
   

  	
  Section 9.6.  Restricted Payments

  	
  54

  
	
   

  	
  Section 9.7.  Merger, Consolidation, Sales of Assets and Other Arrangements

  	
  54

  
	
   

  	
  Section 9.8.  Fiscal Year

  	
  55

  
	
   

  	
  Section 9.9.  Modifications to Advisory Agreement and Other Material
  Contracts

  	
  55

  
	
   

  	
  Section 9.10.  Transactions with Affiliates

  	
  55

  
	
   

  	
  Section 9.11.  ERISA Exemptions

  	
  55

  
	
   

  	
   

  	
   

  
	
  Article X. Default

  	
  56

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 10.1.  Events of Default

  	
  56

  
	
   

  	
  Section 10.2.  Remedies Upon Event of Default

  	
  59

  
	
   

  	
  Section 10.3.  Allocation of Proceeds

  	
  60

  
	
   

  	
  Section 10.4.  Performance by Agent

  	
  61

  
	
   

  	
  Section 10.5.  Rights Cumulative

  	
  61

  



 


ii

















 


	
  Article XI. The Agent

  	
  61

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 11.1.  Authorization and Action

  	
  61

  
	
   

  	
  Section 11.2.  Agent’s Reliance, Etc

  	
  62

  
	
   

  	
  Section 11.3.  Notice of Defaults

  	
  63

  
	
   

  	
  Section 11.4.  Wachovia as Lender

  	
  63

  
	
   

  	
  Section 11.5.  Approvals of Lenders

  	
  63

  
	
   

  	
  Section 11.6.  Lender Credit Decision, Etc

  	
  64

  
	
   

  	
  Section 11.7.  Indemnification of Agent

  	
  64

  
	
   

  	
  Section 11.8.  Successor Agent

  	
  65

  
	
   

  	
  Section 11.9.  Titled Agents

  	
  66

  
	
   

  	
   

  	
   

  
	
  Article XII. Miscellaneous

  	
  66

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 12.1.  Notices

  	
  66

  
	
   

  	
  Section 12.2.  Expenses

  	
  67

  
	
   

  	
  Section 12.3.  Setoff

  	
  67

  
	
   

  	
  Section 12.4.  Litigation; Jurisdiction; Other Matters; Waivers

  	
  68

  
	
   

  	
  Section 12.5.  Successors and Assigns

  	
  69

  
	
   

  	
  Section 12.6.  Amendments

  	
  71

  
	
   

  	
  Section 12.7.  Nonliability of Agent and Lenders

  	
  72

  
	
   

  	
  Section 12.8.  Confidentiality

  	
  72

  
	
   

  	
  Section 12.9.  Indemnification

  	
  72

  
	
   

  	
  Section 12.10.  Termination; Survival

  	
  74

  
	
   

  	
  Section 12.11.  Severability of Provisions

  	
  75

  
	
   

  	
  Section 12.12.  GOVERNING LAW

  	
  75

  
	
   

  	
  Section 12.13.  Counterparts

  	
  75

  
	
   

  	
  Section 12.14.  Obligations with Respect to Loan Parties

  	
  75

  
	
   

  	
  Section 12.15.  Limitation of Liability

  	
  75

  
	
   

  	
  Section 12.16.  Entire Agreement

  	
  75

  
	
   

  	
  Section 12.17.  Construction

  	
  76

  
	
   

  	
  SECTION 12.18.  LIABILITY OF TRUSTEES, ETC

  	
  76

  



 


 


	
  SCHEDULE
  1.1(A)

  	
   

  	
  List of Loan
  Parties

  
	
  SCHEDULE
  6.1.(b)

  	
   

  	
  Ownership
  Structure

  
	
  SCHEDULE
  6.1.(f)

  	
   

  	
  Title to
  Properties; Liens

  
	
  SCHEDULE
  6.1.(g)

  	
   

  	
  Indebtedness
  and Guaranties

  
	
  SCHEDULE
  6.1.(h)

  	
   

  	
  Material
  Contracts

  
	
  SCHEDULE 6.1.(i)

  	
   

  	
  Litigation

  
	
  SCHEDULE
  6.1.(k)

  	
   

  	
  Financial
  Statements

  
	
  SCHEDULE
  6.1.(y)

  	
   

  	
  List of
  Unencumbered Assets

  
	
  SCHEDULE
  9.4.

  	
   

  	
  Existing
  Investments

  



 


 


	
  EXHIBIT A

  	
   

  	
  Form of
  Assignment and Acceptance Agreement

  
	
  EXHIBIT B

  	
   

  	
  [Reserved]

  
	
  EXHIBIT C

  	
   

  	
  Form of
  Notice of Continuation

  



 


iii

















 


	
  EXHIBIT D

  	
   

  	
  Form of
  Notice of Conversion

  
	
  EXHIBIT E

  	
   

  	
  Form of Note

  
	
  EXHIBIT F-1

  	
   

  	
  Form of
  Opinion of Counsel

  
	
  EXHIBIT F-2

  	
   

  	
  Form of
  Opinion of Special Counsel

  
	
  EXHIBIT G

  	
   

  	
  Form of
  Compliance Certificate

  
	
  EXHIBIT H

  	
   

  	
  Form of
  Guaranty

  



 


iv

















 


THIS TERM LOAN
AGREEMENT dated as of February 25, 2004 by and among HRPT PROPERTIES TRUST,
a real estate investment trust organized under the laws of the State of Maryland
(the “Borrower”), each of the financial institutions initially a signatory
hereto together with their assignees pursuant to Section 12.5.(d), WACHOVIA
BANK, NATIONAL ASSOCIATION, as Agent, WACHOVIA CAPITAL MARKETS, LLC, as Sole
Lead Arranger, SOCIETE GENERALE, as Syndication Agent, each of SUNTRUST BANK
and ROYAL BANK OF CANADA, as a Co-Documentation Agent, and each of SUMITOMO
MITSUI BANKING CORPORATION and MERRILL LYNCH BANK USA, as a Managing Agent.


 


WHEREAS, the
Agent and the Lenders desire to make to the Borrower term loans in an aggregate
amount of $250,000,000, on the terms and conditions contained herein.


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties hereto, the parties hereto agree as follows:


 


ARTICLE I. DEFINITIONS


 


Section 1.1.  Definitions.


 


In addition to
terms defined elsewhere herein, the following terms shall have the following
meanings for the purposes of this Agreement:


 


“Accession
Agreement” means an Accession Agreement substantially in the form of
Annex I to the Guaranty.


 


“Additional
Costs” has the meaning given that term in Section 4.1.


 


“Adjusted
EBITDA” means, with respect to any period of time, EBITDA of the
Borrower and its Subsidiaries determined on a consolidated basis for such
period less Capital Expenditures Reserves for all Properties for such
period.


 


“Adjusted
Eurodollar Rate” means, with respect to each Interest Period for any
LIBOR Loan, the rate obtained by dividing (a) LIBOR for such Interest
Period by (b) a percentage equal to 1 minus the stated maximum rate
(stated as a decimal) of all reserves, if any, required to be maintained
against “Eurocurrency liabilities” as specified in Regulation D of the
Board of Governors of the Federal Reserve System (or against any other category
of liabilities which includes deposits by reference to which the interest rate
on LIBOR Loans is determined or any category of extensions of credit or other
assets which includes loans by an office of any Lender outside of the United
States of America to residents of the United States of America).


 


“Advisory Agreement” means
that certain Advisory Agreement dated as of January 1, 1998 by and between the
Borrower and RMR.


 


“Affiliate”
means any Person (other than the Agent or any Lender): (a) directly or
indirectly controlling, controlled by, or under common control with, the
Borrower; (b) directly or indirectly owning or holding ten percent (10.0%)
or more of any Equity Interest in the Borrower; or (c) ten percent (10.0%)
or more of whose voting stock or other Equity Interest is directly or


 


1

















 


 


indirectly owned or held by the Borrower.  For purposes of this definition, “control” (including with
correlative meanings, the terms “controlling”, “controlled by” and “under
common control with”) means the possession directly or indirectly of the power
to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities or by contract or
otherwise.  The Affiliates of a Person
shall include any officer or director of such Person.


 


“Agent”
means Wachovia Bank, National Association, as contractual representative for
the Lenders under the terms of this Agreement, and any of its successors.


 


“Agreement
Date” means the date as of which this Agreement is dated.


 


“Applicable
Law” means all applicable provisions of constitutions, statutes,
rules, regulations and orders of all governmental bodies and all orders and
decrees of all courts, tribunals and arbitrators.


 


“Applicable
Margin” means the percentage per annum determined, at any time,
based on the range into which the Borrower’s Credit Rating then falls, in
accordance with the table set forth below. 
Any change in the Borrower’s Credit Rating which would cause it to move
to a different Level in such table shall effect a change in the Applicable
Margin on the Business Day on which such change occurs.  During any period that the Borrower has
received Credit Ratings that are not equivalent, the Applicable Margin shall be
determined by the lower of such two Credit Ratings.  During any period for which the Borrower has not received a
Credit Rating from a Rating Agency, then the Applicable Margin shall be
determined as Level 5.  As of the
Agreement Date, the Applicable Margin is determined based on Level 3.


 


	
  Level

  	
   

  	
  Borrower’s
  Credit Rating

  (S&P/Moody’s (other))

  	
   

  	
  Applicable
  Margin

  for LIBOR Loans

  	
   

  	
  Applicable
  Margin

  for Base Rate Loans

  	
   

  
	
  1

  	
   

  	
  A-/A3 (or
  equivalent)

  	
   

  	
  0.65

  	
  %

  	
  0.0

  	
  %

  
	
  2

  	
   

  	
  BBB+/Baa1
  (or equivalent)

  	
   

  	
  0.70

  	
  %

  	
  0.0

  	
  %

  
	
  3

  	
   

  	
  BBB/Baa2 (or
  equivalent)

  	
   

  	
  0.80

  	
  %

  	
  0.0

  	
  %

  
	
  4

  	
   

  	
  BBB-/Baa3
  (or equivalent)

  	
   

  	
  0.95

  	
  %

  	
  0.0

  	
  %

  
	
  5

  	
   

  	
  < 
  BBB-/Baa3 (or equivalent)

  	
   

  	
  1.40

  	
  %

  	
  0.25

  	
  %

  



 


“Approved Fund” means any
Person (other than a natural Person) (a) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its business and
(b) that is administered or managed by a Lender, an affiliate of a Lender
or an entity or an affiliate of an entity that administers or manages a Lender.


 


“Asset Under
Development” means, as of any date of determination, any Property on
which construction of new income-producing improvements has been commenced and
is continuing.  If such construction
consists of the construction of tenant improvements, as opposed to expansion of
such Property or any “ground up” development, such Property shall not be
considered to be an Asset Under Development. 
In addition: (a) to the extent any Property includes a
revenue-generating component (e.g. an existing building leased to a tenant) and
a


 


2

















 


building under development, such revenue-generating component shall not
be considered to be an Asset Under Development but such building under
development shall be considered to be an Asset Under Development and
(b) Property which is leased under a net lease to a third party shall not
be considered to be an Asset Under Development (so long as rent payments under
such lease are not abated by the development on such Property).


 


“Assignee”
has the meaning given that term in Section 12.5.(d).


 


“Assignment
and Acceptance Agreement” means an Assignment and Acceptance
Agreement among a Lender, an Assignee and the Agent, substantially in the form
of Exhibit A or other form acceptable to the Agent and, if the Borrower
has the right under Section 12.5.(d) to consent to the applicable
assignment, the Borrower.


 


“Base Rate”
means the per annum rate of interest equal to the greater of (a) the Prime
Rate or (b) the Federal Funds Rate plus one-half of one percent (0.5%).
Any change in the Base Rate resulting from a change in the Prime Rate or the
Federal Funds Rate shall become effective as of 12:01 a.m. on the Business Day
on which each such change occurs.  The
Base Rate is a reference rate used by the Lender acting as the Agent in
determining interest rates on certain loans and is not intended to be the
lowest rate of interest charged by the Lender acting as the Agent or any other
Lender on any extension of credit to any debtor.


 


“Base Rate
Loan” means a Loan bearing interest at a rate based on the Base
Rate.


 


“Benefit
Arrangement” means at any time an employee benefit plan within the
meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan
and which is maintained or otherwise contributed to by any member of the ERISA
Group.


 


“Borrower”
has the meaning set forth in the introductory paragraph hereof and shall
include the Borrower’s successors and permitted assigns.


 


“Business Day”
means (a) any day other than a Saturday, Sunday or other day on which
banks in Charlotte, North Carolina or New York, New York are authorized or
required to close and (b) with reference to a LIBOR Loan, any such day
that is also a day on which dealings in Dollar deposits are carried out in the
London interbank market.


 


“Capital
Expenditure Reserves” means, with respect to a Property and for a
given period, an amount equal to (a) the aggregate rentable square footage
of all completed space of such Property, times (b) $0.50, times
(c) the number of days in such period, divided by (d) 365;
provided, however that no Capital Expenditure Reserves shall be required with
respect to any portion of a Property which is net leased to a third party.


 


“Capitalization Rate” means (a) 8.00%
with respect to the Properties acquired from the “Damon Estate” located on the island of Oahu,
Hawaii, and (b) 8.75% in all other cases.


 


“Capitalized
Lease Obligation” means obligations under a lease that is required
to be capitalized for financial reporting purposes in accordance with
GAAP.  The amount of a


 


3

















 


Capitalized Lease Obligation is the capitalized amount of such
obligation determined in accordance with GAAP.


 


“Cash Equivalents”
means: (a) securities issued, guaranteed or insured by the United States
of America or any of its agencies with maturities of not more than one year
from the date acquired; (b) certificates of deposit with maturities of not
more than one year from the date acquired issued by a United States federal or
state chartered commercial bank of recognized standing, or a commercial bank
organized under the laws of any other country which is a member of the
Organization for Economic Cooperation and Development, or a political
subdivision of any such country, acting through a branch or agency, which bank
has capital and unimpaired surplus in excess of $500,000,000.00 and which bank
or its holding company has a short-term commercial paper rating of at least A-2
or the equivalent by S&P or at least P-2 or the equivalent by Moody’s;
(c) reverse repurchase agreements with terms of not more than seven days
from the date acquired, for securities of the type described in clause (a)
above and entered into only with commercial banks having the qualifications
described in clause (b) above; (d) commercial paper issued by any
Person incorporated under the laws of the United States of America or any State
thereof and rated at least A-2 or the equivalent thereof by S&P or at least
P-2 or the equivalent thereof by Moody’s, in each case with maturities of not
more than one year from the date acquired; and (e) investments in money
market funds registered under the Investment Company Act of 1940, which have
net assets of at least $500,000,000.00 and at least 85% of whose assets consist
of securities and other obligations of the type described in clauses (a)
through (d) above.


 


“Commitment”
means, as to each Lender, such Lender’s obligation to make a Term Loan to the
Borrower pursuant to Section 2.1. in an amount equal to the amount set
forth for such Lender on its signature page hereto as such Lender’s “Commitment
Amount” or as set forth in the applicable Assignment and Acceptance Agreement,
as the same may be reduced from time to time as appropriate to reflect any
assignments to or by such Lender effected in accordance with Section 12.5.


 


“Commitment
Percentage” means, as to each Lender, the ratio, expressed as a
percentage, of (a) the outstanding principal amount of such Lender’s Term
Loan to (b) the aggregate outstanding principal amount of the Term Loans
of all Lenders hereunder.


 


“Compliance
Certificate” has the meaning given that term in Section 8.3.


 


“Continue”,
“Continuation”
and “Continued”
each refers to the continuation of a LIBOR Loan from one Interest Period to
another Interest Period pursuant to Section 2.6.


 


“Convert”,
“Conversion”
and “Converted”
each refers to the conversion of a Loan of one Type into a Loan of another Type
pursuant to Section 2.7.


 


“Credit Event”
means any of the following: (a) the making of any Loan and (b) the
Conversion of a Loan.


 


4

















 


“Credit
Rating” means the lowest rating assigned by a Rating Agency to each
series of rated senior unsecured long term indebtedness of the Borrower.


 


“Debt Service”
means, for any period, the sum of: (a) Interest Expense of the Borrower
and its Subsidiaries determined on a consolidated basis for such period and
(b) all regularly scheduled payments made with respect to Indebtedness of
the Borrower and its Subsidiaries during such period, other than any balloon,
bullet or similar principal payment which repays such Indebtedness in full.


 


“Default”
means any of the events specified in Section 10.1., whether or not there
has been satisfied any requirement for the giving of notice, the lapse of time,
or both.


 


“Defaulting
Lender” has the meaning set forth in Section 3.10.


 


“Developable
Property” means (a) any Property on which there are no
improvements (excluding land which is leased under a net lease to a third
party) or (b) any Property (or portion thereof) acquired by the Borrower
or any Subsidiary for the purpose of being developed by the Borrower or any
Subsidiary.


 


“Dollars”
or “$”
means the lawful currency of the United States of America.


 


“EBITDA”
means, with respect to a Person for a given period: (a) net earnings (or
loss) of such Person for such period determined on a consolidated basis
exclusive of the following (to the extent included in determination of such net
earnings (loss)): (i) depreciation and amortization expense;
(ii) Interest Expense; (iii) income tax expense;
(iv) extraordinary or non-recurring gains and losses; and (v) in the
case of the Borrower and its Subsidiaries, equity in the earnings (or loss) of
SNH and HPT and other Unconsolidated Affiliates; plus (b) in the
case of the Borrower and its Subsidiaries cash dividends (other than
extraordinary cash dividends or distributions) received by the Borrower or its
Subsidiaries from SNH or HPT during such period; plus (c) such
Person’s pro rata share of EBITDA of its Unconsolidated Affiliates.  For purposes of determining the EBITDA of
the Borrower and its Subsidiaries, EBITDA not attributable to operations or
assets of the Borrower or its Subsidiaries located in the United States of
America shall be excluded.  Straight
line rent leveling adjustments required under GAAP, and amortization of
intangibles pursuant to Statement of Financial Accounting Standards number 141
and the like, shall be disregarded in determinations of EBITDA.


 


“Effective
Date” means the later of: (a) the Agreement Date; and
(b) the date on which all of the conditions precedent set forth in
Section 5.1. shall have been fulfilled or waived in writing by the
Requisite Lenders.


 


“Eligible Assignee” means any Person who is:
(i) currently a Lender; (ii) an affiliate of a Lender; (iii) an
Approved Fund; (iv) a commercial bank, trust company, insurance company,
investment bank, pension fund organized under the laws of the United States of
America, or any state thereof; (v) a savings and loan association or
savings bank organized under the laws of the United States of America, or any
state thereof; (vi) a commercial bank organized under the laws of any
other country which is a member of the Organization for Economic Cooperation
and


 


5

















 


Development, or a political subdivision of any such country, provided
that such bank is acting through a branch or agency located in the United
States of America; (vii) so long as no Event of Default exists, and
subject to the prior consent of the Agent and the Borrower (which consent, in
each case, shall not be unreasonably withheld), any other Person that is not an
individual.  Notwithstanding the
foregoing, during any period in which an Event of Default shall have occurred
and be continuing under any of subsections (a), (b), (f) or (g) of
Section 10.1., the term “Eligible Assignee” shall mean any Person that is
not an individual.


 


“Environmental
Laws” means any Applicable Law relating to environmental protection
or the manufacture, storage, disposal or clean-up of Hazardous Materials
including, without limitation, the following: Clean Air Act, 42 U.S.C. § 7401
et seq.; Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; Solid
Waste Disposal Act, as amended by the Resource Conservation and Recovery Act,
42 U.S.C. § 6901 et seq.; Comprehensive Environmental Response, Compensation
and Liability Act, 42 U.S.C. § 9601 et seq.; National Environmental Policy
Act, 42 U.S.C. § 4321 et seq.; regulations of the Environmental Protection
Agency and any applicable rule of common law and any judicial interpretation
thereof relating primarily to the environment or Hazardous Materials.


 


“Equity
Interest” means, with respect to any Person, any share of capital
stock of (or other ownership or profit interests in) such Person, any warrant,
option or other right for the purchase or other acquisition from such Person of
any share of capital stock of (or other ownership or profit interests in) such
Person, any security (other than a security constituting Indebtedness)
convertible into or exchangeable for any share of capital stock of (or other
ownership or profit interests in) such Person or warrant, right or option for
the purchase or other acquisition from such Person of such shares (or such
other interests), and any other ownership or profit interest in such Person
(including, without limitation, partnership, member or trust interests
therein), whether voting or nonvoting, and whether or not such share, warrant,
option, right or other interest is authorized or otherwise existing on any date
of determination.


 


“Equity
Issuance” means any issuance by a Person of any Equity Interest and
shall in any event include the issuance of any Equity Interest upon the
conversion or exchange of any security constituting Indebtedness that is
convertible or exchangeable, or is being converted or exchanged, for Equity
Interests.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as in effect from
time to time.


 


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


 


“Event of
Default” means any of the events specified in Section 10.1.,
provided that any requirement for notice or lapse of time or any other
condition has been satisfied.


 


6

















 


“Excluded
Subsidiary” means any Subsidiary (a) which has a legal
structure and capitalization intended to make such entity a single purpose,
“bankruptcy remote” entity; and (b) for which none of the Borrower, any
Subsidiary (other than another Excluded Subsidiary) or any other Loan Party has
Guaranteed any of the Indebtedness or Subordinated Debt of such Subsidiary or
has any direct obligation to maintain or preserve such Subsidiary’s financial
condition or to cause such Subsidiary to achieve any specified levels of
operating results, except for customary
exceptions for fraud, misapplication of funds, environmental indemnities, and
other similar exceptions to recourse liability.


 


“Fair Market
Value” means, with respect to (a) a security listed on a
principal national securities exchange, the price of such security as reported
on such exchange by any widely recognized reporting method customarily relied
upon by financial institutions and (b) with respect to any other property,
the price which could be negotiated in an arm’s-length free market transaction,
for cash, between a willing seller and a willing buyer, neither of which is
under pressure or compulsion to complete the transaction.


 


“Federal
Funds Rate” means, for any day, the rate per annum (rounded upward
to the nearest 1/100th of 1%) equal to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as published by the Federal
Reserve Bank of New York on the Business Day next succeeding such day, provided
that (a) if such day is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Business Day, and
(b) if no such rate is so published on such next succeeding Business Day, the
Federal Funds Rate for such day shall be the average rate quoted to the Agent
by federal funds dealers selected by the Agent on such day on such transaction
as determined by the Agent.


 


“Fees”
means any fees payable to the Agent or any Lender by the Borrower hereunder or
under any other Loan Document.


 


“Fitch”
means Fitch, Inc. and its successors.


 


“Fixed
Charges” means, for any period, the sum (without duplication) of
(a) Debt Service for such period and (b) Preferred Dividends for such
period.


 


“Floating
Rate Debt” means all Indebtedness of the Borrower and its
Subsidiaries which bears interest at fluctuating rates (and in any event shall
include all Loans and other Indebtedness of the Borrower under any of the Loan
Documents) and for which the Borrower or any such Subsidiary has not obtained
Interest Rate Agreements which effectively cause such variable rates to be
equivalent to fixed rates less than or equal to (a) the rate (as
reasonably determined by the Agent) borne by United States 10-year Treasury
Notes at the time the applicable Interest Rate Agreement became effective plus
(b) 3.0%.


 


“Funds From
Operations” means, for any period, net income available for common
shareholders of the Borrower for such period determined on a consolidated
basis, exclusive of the following (to the extent included in the determination
of such net income): (a) depreciation and amortization; (b) gains and losses
from extraordinary or non-recurring items; (c) gains and


 


7

















 


losses on sales of real estate; (d) gains and losses on investments in
marketable securities; (e) provisions/benefits for income taxes for such
period; and (f) Funds From Operations attributable to any Investment held,
directly or indirectly, by the Borrower in HPT and SNH; provided, however,
cash dividends in respect of such Investments in HPT and SNH that have been
actually received by the Borrower or any Subsidiary during such period, shall
not be excluded from Funds From Operations by virtue of this clause (f).


 


“GAAP”
means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
may be approved by a significant segment of the accounting profession, which
are applicable to the circumstances as of the date of determination.


 


“Governmental
Approvals” means all authorizations, consents, approvals, licenses
and exemptions of, registrations and filings with, and reports to, all
Governmental Authorities.


 


“Governmental
Authority” means any national, state or local government (whether
domestic or foreign), any political subdivision thereof or any other
governmental, quasi-governmental, judicial, public or statutory
instrumentality, authority, body, agency, bureau or entity (including, without
limitation, the Federal Deposit Insurance Corporation, the Comptroller of the
Currency or the Federal Reserve Board, any central bank or any comparable
authority) or any arbitrator with authority to bind a party at law.


 


“Guarantor”
means any Person that is a party to the Guaranty as a “Guarantor” and in any
event shall include each Material Subsidiary (unless an Excluded Subsidiary).


 


“Guaranty”,
“Guaranteed”
or to “Guarantee”
as applied to any obligation means and includes:  (a) a guaranty (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), directly or
indirectly, in any manner, of any part or all of such obligation, or
(b) an agreement, direct or indirect, contingent or otherwise, and whether
or not constituting a guaranty, the practical effect of which is to assure the
payment or performance (or payment of damages in the event of nonperformance)
of any part or all of such obligation whether by: (i) the purchase of
securities or obligations, (ii) the purchase, sale or lease (as lessee or
lessor) of property or the purchase or sale of services primarily for the
purpose of enabling the obligor with respect to such obligation to make any
payment or performance (or payment of damages in the event of nonperformance)
of or on account of any part or all of such obligation, or to assure the owner
of such obligation against loss, (iii) the supplying of funds to or in any
other manner investing in the obligor with respect to such obligation, (iv) repayment
of amounts drawn down by beneficiaries of letters of credit, or (v) the
supplying of funds to or investing in a Person on account of all or any part of
such Person’s obligation under a Guaranty of any obligation or indemnifying or
holding harmless, in any way, such Person against any part or all of such
obligation.  As the context requires,
“Guaranty” shall also mean the Guaranty to which the Guarantors are parties
substantially in the form of Exhibit H.


 


8

















 


“Hazardous
Materials” means all or any of the following: (a) substances
that are defined or listed in, or otherwise classified pursuant to, any
applicable Environmental Laws as “hazardous substances”, “hazardous materials”,
“hazardous wastes”, “toxic substances” or any other formulation intended to
define, list or classify substances by reason of deleterious properties such as
ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity,
“TCLP” toxicity or “EP toxicity”; (b) oil, petroleum or petroleum derived
substances, natural gas, natural gas liquids or synthetic gas and drilling
fluids, produced waters and other wastes associated with the exploration,
development or production of crude oil, natural gas or geothermal resources; (c) any
flammable substances or explosives or any radioactive materials;
(d) asbestos in any form; and (e) electrical equipment which contains
any oil or dielectric fluid containing levels of polychlorinated biphenyls in
excess of fifty parts per million.


 


“HPT”
means Hospitality Properties Trust, together with its successors and assigns.


 


“Indebtedness”
means, with respect to a Person, at the time of computation thereof, all of the
following (without duplication): (a) all obligations of such Person in
respect of money borrowed; (b) all obligations of such Person, whether or
not for money borrowed (i) represented by notes payable, or drafts
accepted, in each case representing extensions of credit, (ii) evidenced
by bonds, debentures, notes or similar instruments, or (iii) constituting
purchase money indebtedness, conditional sales contracts, title retention debt
instruments or other similar instruments, upon which interest charges are
customarily paid or that are issued or assumed as full or partial payment for property
or services rendered; (c) Capitalized Lease Obligations of such Person;
(d) all reimbursement obligations of such Person under any letters of
credit or acceptances (whether or not the same have been presented for
payment); (e) all obligations, contingent or otherwise, of such Person
under any synthetic lease, tax retention operating lease, off balance sheet
loan or similar off balance sheet financing arrangement if the transaction
giving rise to such obligation (i) is considered indebtedness for borrowed
money for tax purposes but is classified as an operating lease under GAAP and
(ii) does not (and is not required to pursuant to GAAP) appear as a
liability on the balance sheet of such Person; (f) all obligations of such
Person to purchase, redeem, retire, defease or otherwise make any payment in
respect of any Mandatorily Redeemable Stock issued by such Person or any other
Person, valued at the greater of its voluntary or involuntary liquidation
preference plus accrued and unpaid dividends; (g) all obligations of such
Person in respect of any take-out commitment or forward equity commitment
(excluding, in the case of the Borrower and its Subsidiaries, any such
obligation that can be satisfied solely by the issuance of Equity Interests
(other than Mandatorily Redeemable Stock)); (h) all Indebtedness of other
Persons which such Person has Guaranteed or is otherwise recourse to such
Person; (i) all Indebtedness of another Person secured by (or for which
the holder of such Indebtedness has an existing right, contingent or otherwise,
to be secured by) any Lien on property or assets owned by such Person, even
though such Person has not assumed or become liable for the payment of such
Indebtedness or other payment obligation, valued, in the case of any such Indebtedness
as to which recourse for the payment thereof is expressly limited to the
property or assets on which such Lien is granted, at the lesser of (x) the
stated or determinable amount of the Indebtedness that is so secured or, if not
stated or determinable, the maximum reasonably anticipated liability in respect
thereof (assuming such Person is required to perform thereunder) and (y) the
Fair Market Value of such property or assets; and (j) such Person’s pro


 


9

















 


rata share of the Indebtedness of any Unconsolidated Affiliate of such
Person.  In the case of the Borrower and
its Subsidiaries, Subordinated Debt shall not be considered Indebtedness.


 


“Intellectual
Property” has the meaning given that term in Section 6.1.(t).


 


“Interest
Expense” means, with respect to a Person for any period of time,
(a) the interest expense, whether paid, accrued or capitalized (without
deduction of consolidated interest income) of such Person for such period plus
(b) in the case of the Borrower, the Borrower’s pro rata share of Interest
Expense of its Unconsolidated Affiliates.


 


“Interest
Period” means with respect to any LIBOR Loan, each period commencing
on the date such LIBOR Loan is made or the last day of the next preceding
Interest Period for such Loan and ending one week, or one, three, six or twelve
months thereafter, as the Borrower may select in the request for the Term Loans
given pursuant to Section 5.1.(a)(xvi) or a Notice of Continuation or
Notice of Conversion, as the case may be, except that each Interest Period
(other than an Interest Period of one week’s duration) that commences on the
last Business Day of a calendar month shall end on the last Business Day of the
appropriate subsequent calendar month. 
Notwithstanding the foregoing: (i) if any Interest Period would
otherwise end after the Termination Date, such Interest Period shall end on the
Termination Date; and (ii) each Interest Period that would otherwise end
on a day which is not a Business Day shall end on the next succeeding Business
Day (or, if such next succeeding Business Day falls in the next succeeding
calendar month, on the next preceding Business Day).


 


“Interest
Rate Agreement” means any interest rate swap agreement, interest
rate cap agreement, interest rate collar agreement or other similar contractual
agreement or arrangement entered into with a nationally recognized financial
institution then having an Investment Grade Rating for the purpose of
protecting against fluctuations in interest rates.


 


“Internal
Revenue Code” means the Internal Revenue Code of 1986, as amended.


 


“Investment”
means, (x) with respect to any Person, any acquisition or investment
(whether or not of a controlling interest) by such Person, by means of any of
the following:  (a) the purchase or
other acquisition of any Equity Interest in another Person, (b) a loan, advance
or extension of credit to, capital contribution to, Guaranty of Indebtedness
of, or purchase or other acquisition of any Indebtedness of, another Person, including
any partnership or joint venture interest in such other Person, or (c) the
purchase or other acquisition (in one transaction or a series of transactions)
of assets of another Person that constitute the business or a division or
operating unit of another Person and (y) with respect to any Property or
other asset, the acquisition thereof. 
Any commitment to make an Investment in any other Person, as well as any
option of another Person to require an Investment in such Person, shall
constitute an Investment.  Except as
expressly provided otherwise, for purposes of determining compliance with any
covenant contained in a Loan Document, the amount of any Investment shall be
the amount actually invested, without adjustment for subsequent increases or
decreases in the value of such Investment.


 


10

















 


“Investment
Grade Rating” means a Credit Rating of BBB-/Baa3 (or equivalent) or
higher from both Rating Agencies.


 


“Lender”
means each financial institution from time to time party hereto as a “Lender,”
together with its respective successors and permitted assigns.


 


“Lending
Office” means, for each Lender and for each Type of Loan, the office
of such Lender specified as such on its signature page hereto or in the applicable
Assignment and Acceptance Agreement, or such other office of such Lender as
such Lender may notify the Agent in writing from time to time.


 


“LIBOR”
means, for any LIBOR Loan for any Interest Period therefor, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on
Telerate Page 3750 (or any successor page) as the London interbank offered rate
for deposits in Dollars at approximately 11:00 a.m. (London time) two Business
Days prior to the first day of such Interest Period for a term comparable to
such Interest Period.  If for any reason
such rate is not available, the term “LIBOR” shall mean, for any LIBOR Loan for
any Interest Period therefor, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) appearing on the Reuters Screen LIBO
Page as the London interbank offered rate for deposits in Dollars at
approximately 11:00 a.m. (London time) two Business Days prior to the first day
of such Interest Period for a term comparable to such Interest Period;
provided, however, if more than one rate is specified on the Reuters Screen
LIBO Page, the applicable rate shall be the arithmetic mean of all such rates.


 


“LIBOR Loans”
means Loans bearing interest at a rate based on LIBOR.


 


“Lien”
as applied to the property of any Person means:  (a) any security interest, encumbrance, mortgage, deed to
secure debt, deed of trust, pledge, lien, charge or lease constituting a
Capitalized Lease Obligation, conditional sale or other title retention
agreement, or other security title or encumbrance of any kind in respect of any
property of such Person, or upon the income or profits therefrom; (b) any
arrangement, express or implied, under which any property of such Person is
transferred, sequestered or otherwise identified for the purpose of subjecting
the same to the payment of Indebtedness or performance of any other obligation
in priority to the payment of the general, unsecured creditors of such Person;
(c) the filing of any financing statement under the Uniform Commercial
Code or its equivalent in any jurisdiction, other than a financing statement
filed (i) in respect of a lease not constituting a Capitalized Lease
Obligation pursuant to Section 9-408 (or a successor provision) of the Uniform
Commercial Code as in effect in an applicable jurisdiction or (ii) in
connection with a sale or other disposition of accounts or other assets not
prohibited by this Agreement in a transaction not otherwise constituting or
giving rise to a Lien; and (d) any agreement by such Person to grant, give
or otherwise convey any of the foregoing.


 


“Loan”
means a Term Loan.


 


“Loan
Document” means this Agreement, each Note, the Guaranty and each
other document or instrument now or hereafter executed and delivered by a Loan
Party in connection with, pursuant to or relating to this Agreement.


 


11

















 


“Loan Party”
means each of the Borrower and each other Person who guarantees all or a
portion of the Obligations and/or who pledges any collateral security to secure
all or a portion of the Obligations. 
Schedule 1.1.(A) sets forth the Loan Parties in addition to the
Borrower as of the Agreement Date.


 


“Management
Agreement” means that certain Master Management Agreement dated as
of December 31, 1997 by and between RMR and the Borrower and its
Subsidiaries.


 


“Mandatorily
Redeemable Stock” means, with respect to any Person, any Equity
Interest of such Person which by the terms of such Equity Interest (or by the
terms of any security into which it is convertible or for which it is
exchangeable or exercisable), upon the happening of any event or otherwise
(a) matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise (other than an Equity Interest which is redeemable
solely in exchange for common stock or other equivalent common Equity
Interests), (b) is convertible into or exchangeable or exercisable for
Indebtedness or Mandatorily Redeemable Stock, or (c) is redeemable at the
option of the holder thereof, in whole or in part (other than an Equity
Interest which is redeemable solely in exchange for common stock or other
equivalent common Equity Interests), in each case on or prior to the date on
which all Term Loans are scheduled to be due and payable in full.


 


“Material
Adverse Effect” means a materially adverse effect on (a) the
business, assets, liabilities, financial condition, results of operations or
business prospects of the Borrower and its Subsidiaries taken as a whole,
(b) the ability of the Borrower or any other Loan Party to perform its
obligations under any Loan Document to which it is a party, (c) the
validity or enforceability of any of the Loan Documents, (d) the rights
and remedies of the Lenders and the Agent under any of the Loan Documents or
(e) the timely payment of the principal of or interest on the Loans or
other amounts payable in connection therewith.


 


“Material
Contract” means any contract or other arrangement (other than Loan
Documents), whether written or oral, to which the Borrower, any Subsidiary or
any other Loan Party is a party as to which the breach, nonperformance,
cancellation or failure to renew by any party thereto could reasonably be
expected to have a Material Adverse Effect, and in any event shall include the
Advisory Agreement and the Management Agreement with respect to the Borrower.


 


“Material
Plan” means at any time a Plan or Plans having aggregate Unfunded
Liabilities in excess of $10,000,000.


 


“Material
Subsidiary” means any Subsidiary to which 2.0% or more of Total
Asset Value is, directly or indirectly, attributable.


 


“Moody’s”
means Moody’s Investors Service, Inc. and its successors.


 


“Multiemployer
Plan” means at any time an employee pension benefit plan within the
meaning of Section 4001(a)(3) of ERISA to which any member of the ERISA Group
is then


 


12

















 


making or accruing an obligation to make contributions or has within
the preceding five plan years made contributions, including for these purposes
any Person which ceased to be a member of the ERISA Group during such five year
period.


 


“Negative
Pledge” means a provision of any agreement (other than this
Agreement or any other Loan Document) that prohibits or limits the creation or
assumption of any Lien on any assets of a Person or entitles another Person to
obtain or claim the benefit of a Lien on any assets of such Person; provided,
however, that an agreement that establishes a maximum ratio of unsecured
debt to unencumbered assets, or of secured debt to total assets, or that
otherwise conditions a Person’s ability to encumber its assets upon the
maintenance of one or more specified ratios that limit such Person’s ability to
encumber its assets but that do not generally prohibit the encumbrance of its
assets, or the encumbrance of specific assets, shall not constitute a Negative
Pledge for purposes of this Agreement.


 


“Net
Operating Income” means, with respect to a Property and for a given
period, the sum of the following (without duplication): (a) rents
(adjusted for straight-lining of rents and amortization of intangibles pursuant
to Statement of Financial Accounting Standards number 141 and the like)
and other revenues received in the ordinary course from the leasing or
operating of such Property (including proceeds of rent loss insurance but
excluding pre-paid rents and revenues and security deposits except to the
extent applied in satisfaction of tenants’ obligations for rent) minus
(b) all expenses paid or accrued by the Borrower or a Subsidiary related
to the ownership, operation or maintenance of such Property, including but not
limited to taxes, assessments and other similar charges, insurance, utilities,
payroll costs, maintenance, repair and landscaping expenses, on-site marketing
expenses and property management fees equal to the greater of (i) actual
property management fees or (ii) three percent (3.0%) of the total gross
revenues for such Property for such period, but in any event excluding general
and administrative expenses of the Borrower and its Subsidiaries, minus
(c) Capital Expenditures Reserves with respect to such Property for such
period.


 


“Net Proceeds”
means with respect to any Equity Issuance by a Person, the aggregate amount of
all cash and the Fair Market Value of all other property received by such
Person in respect of such Equity Issuance net of investment banking fees, legal
fees, accountants’ fees, underwriting discounts and commissions and other
customary fees and expenses actually incurred by such Person in connection with
such Equity Issuance.


 


“Net Worth”
means, with respect to any Person, such Person’s total shareholder’s equity
(including capital stock, additional paid-in capital and retained earnings,
after deducting treasury stock) which would appear as such on a balance sheet
of such Person prepared in accordance with GAAP.


 


“Nonrecourse
Indebtedness” means, with respect to a Person, Indebtedness for
borrowed money in respect of which recourse for payment (except for customary
exceptions for fraud, misapplication of
funds, environmental indemnities, and other similar exceptions to recourse
liability) is contractually limited to specific assets of such Person
encumbered by a Lien securing such Indebtedness.


 


13

















 


“Note”
has the meaning given that term in Section 2.8.(a).


 


“Notice of
Continuation” means a notice in the form of Exhibit C to be
delivered to the Agent pursuant to Section 2.6. evidencing the Borrower’s
request for the Continuation of a LIBOR Loan.


 


“Notice of
Conversion” means a notice in the form of Exhibit D to be
delivered to the Agent pursuant to Section 2.7. evidencing the Borrower’s
request for the Conversion of a Loan from one Type to another Type.


 


“Obligations”
means, individually and collectively: (a) the aggregate principal balance
of, and all accrued and unpaid interest on, all Loans; and (b) all other
indebtedness, liabilities, obligations, covenants and duties of the Borrower
and the other Loan Parties owing to the Agent, or any Lender of every kind,
nature and description, under or in respect of this Agreement or any of the
other Loan Documents, including, without limitation, the Fees and
indemnification obligations, whether direct or indirect, absolute or
contingent, due or not due, contractual or tortious, liquidated or
unliquidated, and whether or not evidenced by any promissory note.


 


“Participant”
has the meaning given that term in Section 12.5.(c).


 


“PBGC”
means the Pension Benefit Guaranty Corporation and any successor agency.


 


“Permitted
Liens” means, as to any Person: (a) Liens securing taxes,
assessments and other charges or levies imposed by any Governmental Authority
(excluding any Lien imposed pursuant to any of the provisions of ERISA) or the
claims of materialmen, mechanics, carriers, warehousemen or landlords for
labor, materials, supplies or rentals incurred in the ordinary course of
business, which are not at the time required to be paid or discharged under
Section 7.6.; (b) Liens consisting of deposits or pledges made, in
the ordinary course of business, in connection with, or to secure payment of,
obligations under workers’ compensation, unemployment insurance or similar
Applicable Laws; (c) Liens consisting of encumbrances in the nature of
zoning restrictions, easements, and rights or restrictions of record on the use
of real property, which do not materially detract from the value of such
property or impair the use thereof in the business of such Person and, in the
case of the Borrower or any Subsidiary, Liens granted by any tenant on its
leasehold estate in a Property which are subordinate to the interest of the
Borrower or a Subsidiary in such Property; and (d) Liens in existence as
of the Agreement Date and set forth in Part II of Schedule 6.1.(f).


 


“Person”
means an individual, corporation, partnership, limited liability company,
association, trust or unincorporated organization, or a government or any
agency or political subdivision thereof.


 


“Plan”
means at any time an employee pension benefit plan (other than a Multiemployer
Plan) which is covered by Title IV of ERISA or subject to the minimum funding
standards under Section 412 of the Internal Revenue Code and either (a) is
maintained, or contributed to, by any member of the ERISA Group for employees
of any member of the ERISA Group or (b) has at any time within the preceding
five years been maintained, or contributed to, by any Person which


 


14

















 


was at such time a member of the ERISA Group for employees of any
Person which was at such time a member of the ERISA Group.


 


“Post-Default
Rate” means, in respect of any principal of any Loan or any other
Obligation that is not paid when due (whether at stated maturity, by
acceleration, by optional or mandatory prepayment or otherwise), a rate per
annum equal to four percent (4.0%) plus the Base Rate as in effect from time to
time.


 


“Preferred
Dividends” means, for any given period and without duplication, all
Restricted Payments accrued or paid (and in the case of Restricted Payments
paid, which were not accrued during a prior period) during such period on
Preferred Stock issued by the Borrower or a Subsidiary.  Preferred Dividends shall not include
dividends or distributions paid or payable (a) solely in Equity Interests
(other than Mandatorily Redeemable Stock) payable to holders of such class of
Equity Interests; (b) to the Borrower or a Subsidiary; or (c) constituting
or resulting in the redemption of Preferred Stock, other than scheduled
redemptions not constituting balloon, bullet or similar redemptions in full.


 


“Preferred Stock”
means, with respect to any Person, Equity Interests in such Person which are
entitled to preference or priority over any other Equity Interest in such
Person in respect of the payment of dividends or distribution of assets upon
liquidation or both.


 


“Prime Rate”
means the rate of interest per annum announced publicly by the Lender acting as
the Agent as its prime rate from time to time. 
The Prime Rate is not necessarily the best or the lowest rate of
interest offered by the Lender acting as the Agent or any other Lender.


 


“Principal
Office” means the office of the Agent located at One Wachovia
Center, Charlotte, North Carolina, or such other office of the Agent as the
Agent may designate from time to time.


 


“Property”
means any parcel of real property owned or leased (in whole or in part) or
operated by the Borrower or any Subsidiary and which is located in a state of
the United States of America or the District of Columbia.


 


“Property
EBITDA” means, with respect to a Property and for a given period, the
sum of the following (without duplication): (a) rents (adjusted for
straight-lining of rents and amortization of intangibles pursuant to Statement
of Financial Accounting Standards number 141 and the like) and other
revenues received in the ordinary course from the leasing or operating of such
Property (including proceeds of rent loss insurance but excluding pre-paid
rents and revenues and security deposits except to the extent applied in
satisfaction of tenants’ obligations for rent) minus (b) all expenses
paid or accrued by the Borrower or a Subsidiary related to the ownership,
operation or maintenance of such Property, including but not limited to taxes,
assessments and other similar charges, insurance, utilities, payroll costs,
maintenance, repair and landscaping expenses, on-site marketing expenses and
property management fees equal to the greater of (i) actual property
management fees or (ii) three percent (3.0%) of the total gross revenues
for such Property for such period, but in any event excluding general and
administrative expenses of the Borrower and its Subsidiaries.


 


15

















 


“Rating
Agency” means S&P and Moody’s. 
If either such corporation ceases to act as a securities rating agency
or ceases to provide ratings with respect to the senior long-term unsecured
debt obligations of the Borrower, then the Borrower may designate as a
replacement Rating Agency Fitch or any other nationally recognized securities
rating agency acceptable to the Agent.


 


“Register”
has the meaning given that term in Section 12.5.(e).


 


“Regulatory
Change” means, with respect to any Lender, any change effective
after the Agreement Date in Applicable Law (including without limitation,
Regulation D of the Board of Governors of the Federal Reserve System) or the
adoption or making after such date of any interpretation, directive or request
applying to a class of banks, including such Lender, of or under any Applicable
Law (whether or not having the force of law and whether or not failure to
comply therewith would be unlawful) by any Governmental Authority or monetary
authority charged with the interpretation or administration thereof or
compliance by any Lender with any request or directive regarding capital
adequacy.


 


“REIT”
means a Person qualifying for treatment as a “real estate investment trust”
under the Internal Revenue Code.


 


“RMR”
means REIT Management & Research, LLC, together with its successors and
permitted assigns.


 


“Requisite
Lenders” means, as of any date, Lenders holding at least 66-2/3% of
the outstanding principal amount of the Loans (not held by Defaulting Lenders
who are not entitled to vote).


 


“Responsible
Officer” means (a) with respect to the Borrower, the Borrower’s
President or Treasurer or any Managing Trustee of the Borrower and
(b) with respect to any other Loan Party, such Loan Party’s chief
executive officer or chief financial officer.


 


“Restricted
Payment” means: (a) any dividend or other distribution, direct
or indirect, on account of any Equity Interest of the Borrower or any of its
Subsidiaries now or hereafter outstanding, except a dividend payable solely in
Equity Interests of identical class to the holders of that class; (b) any
redemption, conversion, exchange, retirement, sinking fund or similar payment,
purchase or other acquisition for value, direct or indirect, of any Equity
Interest of the Borrower or any of its Subsidiaries now or hereafter
outstanding; and (c) any payment made to retire, or to obtain the
surrender of, any outstanding warrants, options or other rights to acquire any
Equity Interests of the Borrower or any of its Subsidiaries now or hereafter
outstanding.


 


“Revolving Credit Agreement” means that
certain Credit Agreement dated as of April 30, 2001 by and among the
Borrower, the financial institutions from time to time party thereto as
“Lenders” and Wachovia Bank, National Association, as Agent.


 


16

















 


“Secured
Indebtedness” means, with respect to a Person as of any given date,
the aggregate principal amount of all Indebtedness of such Person outstanding
at such date and that is secured in any manner by any Lien, and in the case of
the Borrower, shall include (without duplication) the Borrower’s pro rata share
of the Secured Indebtedness of its Unconsolidated Affiliates.


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time,
together with all rules and regulations issued thereunder.


 


“SNH”
means Senior Housing Properties Trust, together with its successors and assigns.


 


“Solvent”
means, when used with respect to any Person, that (a) the fair value and
the fair salable value of its assets (excluding any Indebtedness due from any
affiliate of such Person) are each in excess of the fair valuation of its total
liabilities (including all contingent liabilities computed at the amount which,
in light of all the facts and circumstances existing at such time, represents
the amount that could reasonably be expected to become an actual and matured
liability); (b) such Person is able to pay its debts or other obligations
in the ordinary course as they mature; and (c) such Person has capital not
unreasonably small to carry on its business and all business in which it
proposes to be engaged.


 


“S&P”
means Standard & Poor’s Rating Services, a division of The McGraw-Hill
Companies, Inc. and its successors.


 


“Subordinated
Debt” means Indebtedness of the Borrower or any of its Subsidiaries
that is subordinated in right of payment and otherwise to the Loans and the
other Obligations on terms and conditions approved of by the Titled Agents and
the Requisite Lenders.  When the
Borrower is seeking approval of subordination terms and conditions pursuant to
the immediately preceding sentence, it shall deliver to the Agent a reasonably
detailed description of such terms and conditions which must contain a
conspicuous legend to the effect that a Lender will be deemed to have approved
such terms if it does not respond in writing to the contrary within the
prescribed time.  Promptly upon receipt
of any such notice, the Agent will forward it to each of the Lenders.  Unless a Lender shall give written notice to
the Agent that it specifically objects to such terms and conditions within
10 Business Days of receipt of such description from the Agent, such
Lender shall be deemed to have approved of such terms and conditions.


 


“Subsidiary”
means, for any Person, any corporation, partnership or other entity of which at
least a majority of the securities or other ownership interests having by the
terms thereof ordinary voting power to elect a majority of the board of
directors or other persons performing similar functions of such corporation,
partnership or other entity (without regard to the occurrence of any
contingency) is at the time directly or indirectly owned or controlled by such
Person or one or more Subsidiaries of such Person or by such Person and one or
more Subsidiaries of such Person, and shall include all Persons the accounts of
which consolidated with those of such Person pursuant to GAAP.


 


17

















 


“Supermajority
Lenders” means, as of any date, Lenders holding at least 75% of the
outstanding principal amount of the Loans (not held by Defaulting Lenders who
are not entitled to vote).


 


“Tangible Net
Worth” means, as of any given time: (a) the book value
(exclusive of depreciation) of all real estate assets of the Borrower and its
Subsidiaries that constitute Properties at such time; plus (b) the
book value of other assets (excluding any real estate assets) of the Borrower
and its Subsidiaries; less (c) the book value of the Borrower’s
Investment in HPT and SNH; less (d) all amounts appearing on the
assets side of a consolidated balance sheet of the Borrower for assets
separately classified as intangible assets under GAAP (except for allocations
of property purchase prices pursuant to Statement of Financial Accounting
Standards number 141 and the like); less (e) all Indebtedness
of the Borrower and its Subsidiaries determined on a consolidated basis; less
(f) all other liabilities of the Borrower and its Subsidiaries determined
on a consolidated basis.


 


“Taxes”
has the meaning given that term in Section 3.11.


 


“Term Loan”
means a loan made by a Lender to the Borrower pursuant to Section 2.1.


 


“Termination
Date” means February 24, 2009.


 


“Titled
Agents” means the Sole Lead Arranger, the Syndication Agent, each
Co-Documentation Agent and each Managing Agent, and their respective successors
and permitted assigns.


 


“Total Asset
Value” means the sum of the following (without duplication) of the
Borrower and its Subsidiaries for the fiscal quarter most recently ended:
(a)(i)(x) Property EBITDA determined on a consolidated basis for such
fiscal quarter and which is attributable to the Properties of the Borrower and
its Subsidiaries (excluding Property EBITDA attributable to Properties either
acquired or disposed of during such fiscal quarter) minus (y) Capital
Expenditure Reserves for such Properties for such fiscal quarter times
(ii) 4 and divided by (iii) the applicable Capitalization Rate;
(b) the purchase price paid for any Property acquired during such fiscal
quarter (less any amounts paid as a purchase price adjustment, held in escrow,
retained as a contingency reserve, or other similar arrangements); (c) the
value of the Borrower’s equity Investment in each of HPT and SNH, such value
determined at the lower cost or Fair Market Value; (d) all cash, cash
equivalents and accounts receivable that are not (i) owing in excess of 90
days (or one year in the case of any Governmental Authority of the United
States of America (but not political subdivisions thereof)) as of the end of
such fiscal quarter or (ii) being contested in writing by the obligor in
respect thereof (in which case only such portion being contested shall be
excluded from Total Asset Value); (e) prepaid taxes and operating expenses
as of the end of such fiscal quarter; (f) the book value of all
Developable Property; (g) the book value of all other tangible assets
(excluding land or other real property) as of the end of such fiscal quarter;
(h) the book value of all Unencumbered Mortgage Notes; and (i) the
Borrower’s pro rata share of the preceding items (other than those referred to
in clause (c)) of any Unconsolidated Affiliate of the Borrower.


 


18

















 


“Total
Indebtedness” means, as of a given date, all liabilities of the
Borrower and its Subsidiaries which would, in conformity with GAAP, be properly
classified as a liability on a consolidated balance sheet of the Borrower and
its Subsidiaries as of such date (excluding allocations of property purchase
prices pursuant to Statement of Financial Accounting Standards number 141
and the like), and in any event shall include (without duplication):
(a) all Indebtedness of the Borrower and its Subsidiaries and (b) the
Borrower’s pro rata share of Indebtedness of its Unconsolidated Affiliates.


 


“Type”
with respect to any Loan, refers to whether such Loan is a LIBOR Loan or Base
Rate Loan.


 


“Unconsolidated
Affiliate” means, with respect to any Person, any other Person in
whom such Person holds an Investment, which Investment is accounted for in the
financial statements of such Person on an equity basis of accounting and whose
financial results would not be consolidated under GAAP with the financial
results of such Person on the consolidated financial statements of such
Person.  For purposes of this
definition, Unconsolidated Affiliate shall not include SNH and HPT.


 


“Unencumbered
Asset” means a Property which satisfies all of the following
requirements: (a) such Property is (i) owned in fee simple solely by
the Borrower or a Guarantor or (ii)  leased solely by the Borrower or a
Guarantor pursuant to a ground lease having terms and conditions reasonably
acceptable to the Agent; (b) such Property is not an Asset Under
Development and is in service; (c) such Property is used for office or
industrial uses, or any other use incidental thereto, as currently in use at
the Properties; (d) neither such Property, nor any interest of the
Borrower or such Guarantor therein, is subject to any Lien (other than
Permitted Liens of the types described in clauses (a) through (c) of the
definition thereof or Liens in favor of the Borrower or a Guarantor) or to any
Negative Pledge; (e) if such Property is owned by a Subsidiary,
(i) none of the Borrower’s direct or indirect ownership interest in such
Subsidiary is subject to any Lien (other than Permitted Liens of the types
described in clauses (a) through (c) of the definition thereof or Liens in
favor of the Borrower or a Guarantor) or to any Negative Pledge and
(ii) the Borrower directly, or indirectly through a Subsidiary, has the
right to sell, transfer or otherwise dispose of such Property without the need
to obtain the consent of any Person; and (f) such Property is free of all
structural defects or major architectural deficiencies, title defects,
environmental conditions or other adverse matters which, individually or
collectively, materially impair the value of such Property.


 


“Unencumbered
Asset Value” means, at any given time, the sum of: (a)(i) Net
Operating Income from all Unencumbered Assets for the fiscal quarter most
recently ending times (ii) 4 divided by (iii) the
applicable Capitalization Rate; and (b) the book value of all Unencumbered
Mortgage Notes of the Borrower and its Subsidiaries.  To the extent that the book value of Unencumbered Mortgage Notes
would account for more than 10.0% of Unencumbered Asset Value, such excess
shall be excluded.  To the extent that
Properties leased by the Borrower or a Guarantor pursuant to a ground lease
would, in the aggregate, account for more than 5.0% of Unencumbered Asset
Value, such excess shall be excluded. 
Pro forma Net Operating Income from any Unencumbered Asset acquired
during such fiscal quarter shall be entitled to include such Property for the
entire quarter in the foregoing calculation. 
If an Unencumbered Asset is


 


19

















 


not owned as of the last day of a quarter then the Net Operating Income
from such asset shall be excluded from the foregoing calculation.


 


“Unencumbered
Mortgage Note” means a promissory note satisfying all of the
following requirements: (a) such promissory note is owned solely by the
Borrower or a Guarantor; (b) such promissory note is secured by a Lien on
real property improved only with office buildings or other improvements of a
type similar to improvements located on the Properties as of the Agreement
Date; (c) neither such promissory note, nor any interest of the Borrower
or such Guarantor therein, is subject to any Lien (other than Permitted Liens
of the types described in clauses (a) through (c) of the definition
thereof or Liens in favor of the Borrower or a Guarantor) or to any Negative
Pledge; (d) if such promissory note is owned by a Subsidiary,
(i) none of the Borrower’s direct or indirect ownership interest in such
Subsidiary is subject to any Lien (other than Permitted Liens of the types
described in clauses (a) through (c) of the definition thereof or Liens in
favor of the Borrower or a Guarantor) or to any Negative Pledge and
(ii) the Borrower directly, or indirectly through a Subsidiary, has the
right to sell, transfer or otherwise dispose of such promissory note without
the need to obtain the consent of any Person; and (d) such real property
and related improvements are not subject to any other Lien (other than
Permitted Liens of the types described in clauses (a) through (c) of the
definition thereof or Liens in favor of the Borrower or a Guarantor).


 


“Unencumbered
Net Operating Income” means the sum of (a) Net Operating Income
from all Unencumbered Assets for the fiscal quarter most recently ending and
(b) income attributable to Unencumbered Mortgage Notes for such fiscal
quarter, other than income attributable to an Unencumbered Mortgage Note where
(i) any required principal or interest payment due under such Unencumbered
Mortgage Note is more than 60 days past due or (ii) the maker of such
Unencumbered Mortgage Note is the subject of a case, proceeding or condition of
any of the types described in Sections 10.1.(f) or 10.1.(g).  To the extent that income attributable to
Unencumbered Mortgage Notes would account for more than 10.0% of Unencumbered
Net Operating Income, such excess shall be excluded. In addition,
notwithstanding the foregoing, Unencumbered Net Operating Income otherwise
attributable to any Investment in SNH or HPT shall be excluded from
Unencumbered Net Operating Income.


 


“Unfunded
Liabilities” means, with respect to any Plan at any time, the amount
(if any) by which (a) the value of all benefit liabilities under such
Plan, determined on a plan termination basis using the assumptions prescribed
by the PBGC for purposes of Section 4044 of ERISA, exceeds (b) the fair market
value of all Plan assets allocable to such liabilities under Title IV of ERISA
(excluding any accrued but unpaid contributions), all determined as of the then
most recent valuation date for such Plan, but only to the extent that such
excess represents a potential liability of a member of the ERISA Group to the
PBGC or any other Person under Title IV of ERISA.


 


“Unsecured
Debt Service” means, for a given period, Debt Service for such
period, with respect to Unsecured Indebtedness of the Borrower and its
Subsidiaries.


 


“Unsecured Indebtedness”
means, with respect to a Person as of any given date, the aggregate principal
amount of all Indebtedness of such Person outstanding at such date that is not


 


20

















 


Secured Indebtedness (excluding Indebtedness associated with
Unconsolidated Affiliates) and in the case of the Borrower shall include
(without duplication) Indebtedness that does not constitute Secured
Indebtedness.


 


“Wachovia” means Wachovia Bank, National
Association, together with its successors and assigns.


 


“Wholly Owned
Subsidiary” means any Subsidiary of a Person in respect of which all
of the equity securities or other ownership interests (other than, in the case
of a corporation, directors’ qualifying shares) are at the time directly or
indirectly owned or controlled by such Person or one or more other Subsidiaries
of such Person or by such Person and one or more other Subsidiaries of such
Person.


 


Section 1.2.  General; References to Times.


 


Unless
otherwise indicated, all accounting terms, ratios and measurements shall be
interpreted or determined in accordance with GAAP in effect as of the Agreement
Date.  References in this Agreement to
“Sections”, “Articles”, “Exhibits” and “Schedules” are to sections, articles,
exhibits and schedules herein and hereto unless otherwise indicated.  References in this Agreement to any
document, instrument or agreement (a) shall include all exhibits,
schedules and other attachments thereto, (b) shall include all documents,
instruments or agreements issued or executed in replacement thereof, to the
extent permitted hereby and (c) shall mean such document, instrument or
agreement, or replacement or predecessor thereto, as amended, supplemented,
restated or otherwise modified as of the date of this Agreement and from time
to time thereafter to the extent not prohibited hereby and in effect at any
given time.  Wherever from the context
it appears appropriate, each term stated in either the singular or plural shall
include the singular and plural, and pronouns stated in the masculine, feminine
or neuter gender shall include the masculine, the feminine and the neuter.  Unless explicitly set forth to the contrary,
a reference to “Subsidiary” means a Subsidiary of the Borrower or a Subsidiary
of such Subsidiary and a reference to an “Affiliate” means a reference to an
Affiliate of the Borrower.  Titles and
captions of Articles, Sections, subsections and clauses in this Agreement are
for convenience only, and neither limit nor amplify the provisions of this Agreement.  Unless otherwise indicated, all references
to time are references to Charlotte, North Carolina time.


 


ARTICLE
II. CREDIT FACILITY


 


Section 2.1.  Term Loans.


 


Subject to the
terms and conditions hereof, on the Effective Date, each Lender severally and
not jointly agrees to make a Term Loan to the Borrower in the principal amount
equal to the amount of such Lender’s Commitment.  No later than 1:00 p.m. on the Effective Date, each Lender will
make available for the account of its applicable Lending Office to the Agent at
the Principal Office, in immediately available funds, the proceeds of the Term
Loan to be made by such Lender.  Subject
to satisfaction of the applicable conditions set forth in Article V. for
such borrowing, the Agent will make the proceeds of such borrowing available to
the Borrower no later than 2:00 p.m. on the Effective Date and in the manner
specified by the Borrower in the


 


21

















 


request referred to in Section 5.1.(a)(xvi).  The Borrower may not reborrow any portion of
the Term Loans once repaid.


 


Section 2.2.  Rates and Payment of Interest on Loans.


 


(a)                                  Rates.  The Borrower promises to pay to the Agent
for the account of each Lender interest on the unpaid principal amount of the Term
Loan made by such Lender for the period from and including the date of the
making of such Loan to but excluding the date such Loan shall be paid in full,
at the following per annum rates:


 


(i)                                     during
such periods as such Loan is a Base Rate Loan, at the Base Rate (as in effect
from time to time) plus the Applicable Margin; and


 


(ii)                                  during
such periods as such Loan is a LIBOR Loan, at the Adjusted Eurodollar Rate for
such Loan for the Interest Period therefor plus the Applicable Margin.


 


Notwithstanding the foregoing,
during the continuance of an Event of Default, the Borrower shall pay to the
Agent for the account of each Lender interest at the Post-Default Rate on the
outstanding principal amount of any Loan made by such Lender, and on any other
amount payable by the Borrower hereunder or under the Note held by such Lender
to or for the account of such Lender (including without limitation, accrued but
unpaid interest to the extent permitted under Applicable Law).


 


(b)                                 Payment
of Interest.  Accrued interest on
each Loan shall be payable (i) in the case of a Base Rate Loan, monthly in
arrears on the first day of each calendar month, (ii) in the case of a
LIBOR Loan, on the last day of each Interest Period therefor, and, if such
Interest Period is longer than three months, at three-month intervals following
the first day of such Interest Period, and (iii) in the case of any Loan,
upon the payment, prepayment or Continuation thereof or the Conversion of such
Loan to a Loan of another Type (but only on the principal amount so paid,
prepaid, Continued or Converted). 
Interest payable at the Post-Default Rate shall be payable from time to
time on demand.  Promptly after the
determination of any interest rate provided for herein or any change therein,
the Agent shall give notice thereof to the Lenders to which such interest is
payable and to the Borrower.  All
determinations by the Agent of an interest rate hereunder shall be conclusive
and binding on the Lenders and the Borrower for all purposes, absent manifest error.


 


(c)                                  Ratings
Change. If the Applicable Margin shall change as a result of a change in
the Borrower’s Credit Rating and then within a 90-day period change back to the
Applicable Margin in effect at the beginning of such period as a result of
another change in such Credit Rating, and (i) if the initial change in the
Applicable Margin were an increase, then the Borrower will receive as a credit
against its Obligations any incremental interest expense with respect to the
Loans for the period during which the increase existed and (ii) if the
initial change in the Applicable Margin were a decrease, then the Borrower
shall promptly pay to the Agent for the ratable benefit of the Lenders
additional interest with respect to the Loans for the period during which the
increase existed determined as if such decrease had not occurred.


 


22

















 


Section 2.3.  Number of Interest Periods.


 


There may be
no more than 3 different Interest Periods outstanding at the same time (for
which purpose Interest Periods described in different lettered clauses of the
definition of the term “Interest Period” shall be deemed to be different
Interest Periods even if they are coterminous).


 


Section 2.4.  Repayment of Loans.


 


The Borrower
shall repay the entire outstanding principal amount of, and all accrued but
unpaid interest on, the Term Loans on the Termination Date.


 


Section 2.5.  Prepayments.


 


Except as
otherwise provided in this Section, the Borrower may prepay the Term Loans, in
whole or in part, at any time without premium or penalty.  The Borrower shall give the Agent at least
one Business Day’s prior written notice of the prepayment of the Term
Loans.  If any of the outstanding
principal amount of the Term Loans is prepaid at any time prior to
August 25, 2005, the Borrower shall pay to the Agent for the account of
the Lenders (a) an amount equal to the following (calculated for the
period commencing on the date of such prepayment and ending on August 25,
2005): (i) the principal amount of the Term Loans so prepaid times
(ii) a per annum rate equal to the Applicable Margin for LIBOR Loans in
effect at the time of such prepayment and (b) any amounts payable pursuant
to Section 4.4. in connection with such prepayment.  The Borrower acknowledges and agrees that the amount payable by
it in connection with the prepayment of the Term Loans is a reasonable
calculation of the Lenders’ lost profits in view of the difficulties and
impracticality of determining actual damages resulting from the prepayment of
the Term Loans.


 


Section 2.6.  Continuation.


 


So long as no
Default or Event of Default shall have occurred and be continuing, the Borrower
may on any Business Day, with respect to any LIBOR Loan, elect to maintain such
LIBOR Loan or any portion thereof as a LIBOR Loan by selecting a new Interest
Period for such LIBOR Loan.  Each new
Interest Period selected under this Section shall commence on the last day of
the immediately preceding Interest Period. 
Each selection of a new Interest Period shall be made by the Borrower
giving to the Agent a Notice of Continuation not later than 11:00 a.m. on the
third Business Day prior to the date of any such Continuation.  Such notice by the Borrower of a
Continuation shall be by telephone or telecopy, confirmed immediately in
writing if by telephone, in the form of a Notice of Continuation, specifying
(a) the proposed date of such Continuation, (b) the LIBOR Loans and
portions thereof subject to such Continuation and (c) the duration of the
selected Interest Period, all of which shall be specified in such manner as is
necessary to comply with all limitations on Loans outstanding hereunder.  Each Notice of Continuation shall be
irrevocable by and binding on the Borrower once given.  Promptly after receipt of a Notice of
Continuation, the Agent shall notify each Lender by telecopy, or other similar
form of transmission, of the proposed Continuation.  If the Borrower shall fail to select in a timely manner a new
Interest Period for any LIBOR Loan in accordance with this Section, or if a
Default or Event of Default shall have occurred and be continuing, such Loan
will


 


23

















 


automatically, on the last day of the current Interest Period therefor,
Convert into a Base Rate Loan notwithstanding the first sentence of
Section 2.7. or the Borrower’s failure to comply with any of the terms of
such Section.


 


Section 2.7.  Conversion.


 


So long as no
Default or Event of Default shall have occurred and be continuing, the Borrower
may on any Business Day, upon the Borrower’s giving of a Notice of Conversion
to the Agent, Convert all or a portion of a Loan of one Type into a Loan of
another Type.  Any Conversion of a LIBOR
Loan into a Base Rate Loan shall be made on, and only on, the last day of an
Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan
into a LIBOR Loan, the Borrower shall pay accrued interest to the date of
Conversion on the principal amount so Converted.  Each such Notice of Conversion shall be given not later than
11:00 a.m. on the Business Day prior to the date of any proposed Conversion
into Base Rate Loans and on the third Business Day prior to the date of any
proposed Conversion into LIBOR Loans. 
Promptly after receipt of a Notice of Conversion, the Agent shall notify
each Lender by telecopy, or other similar form of transmission, of the proposed
Conversion.  Subject to the restrictions
specified above, each Notice of Conversion shall be by telephone (confirmed
immediately in writing) or telecopy in the form of a Notice of Conversion
specifying (a) the requested date of such Conversion, (b) the Type of
Loan to be Converted, (c) the portion of such Type of Loan to be
Converted, (d) the Type of Loan such Loan is to be Converted into and
(e) if such Conversion is into a LIBOR Loan, the requested duration of the
Interest Period of such Loan.  Each
Notice of Conversion shall be irrevocable by and binding on the Borrower once
given.


 


Section 2.8.  Notes.


 


(a)                                  Note.  The Term Loan made by a Lender shall, in
addition to this Agreement, also be evidenced by a promissory note of the
Borrower substantially in the form of Exhibit E (each a “Note”), payable
to the order of such Lender in a principal amount equal to the amount of its
Commitment as originally in effect and otherwise duly completed.


 


(b)                                 Records.  The date, amount, interest rate, Type and
duration of Interest Periods (if applicable) of each Loan made by each Lender
to the Borrower, and each payment made on account of the principal thereof,
shall be recorded by such Lender on its books and such entries shall be binding
on the Borrower absent manifest error.


 


(c)                                  Lost,
Stolen, Destroyed or Mutilated Notes. Upon receipt by the Borrower of
(i) written notice from a Lender that a Note of such Lender has been lost,
stolen, destroyed or mutilated, and (ii) (A) in the case of loss,
theft or destruction, an unsecured agreement of indemnity from such Lender in
form reasonably satisfactory to the Borrower, or (B) in the case of
mutilation, upon surrender and cancellation of such Note, the Borrower shall at
its own expense execute and deliver to such Lender a new Note dated the date of
such lost, stolen, destroyed or mutilated Note.


 


24

















 


Section 2.9.  Additional Term Loans.


 


With the prior
consent of the Agent (which consent shall not be unreasonably withheld), the
Borrower shall have the right at any time to request increases in the aggregate
amount of the Term Loans by providing written notice to the Agent, which notice
shall be irrevocable once given.  Each
such increase in the aggregate amount of the Term Loans must be in an aggregate
minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess
thereof; provided, that after giving effect to any such increases pursuant to
this Section, the aggregate outstanding principal amount of the Term Loans may
not exceed $350,000,000.  Any such
increase shall be effected either by an existing Lender increasing the principal
amount of its Term Loan or by a Person becoming a Lender hereunder and making a
Term Loan to the Borrower.  No existing
Lender shall be required to increase the amount of its Term Loan hereunder and
any Person becoming a Lender under this Agreement in connection with any such
requested increase must be an Eligible Assignee.  No increase in the aggregate outstanding principal amount of the
Term Loans may be effected under this Section if (x) a Default or Event of
Default shall be in existence on the effective date of such increase or
(y) any representation or warranty made or deemed made by the Borrower or
any other Loan Party in any Loan Document to which any such Loan Party is a
party is not (or would not be) true or correct on the effective date of such
increase (except for representations or warranties which expressly relate
solely to an earlier date).  In
connection with any increase in the aggregate amount of the Term Loans pursuant
to this subsection, (a) any Lender becoming a party hereto shall execute
such documents and agreements as the Agent may reasonably request and
(b) the Borrower shall make appropriate arrangements so that each new
Lender, and any existing Lender increasing the amount of its Term Loan,
receives a new or replacement Note, as appropriate, in the amount of such Lender’s
Term Loan within 2 Business Days of the effectiveness of the applicable
increase.


 


ARTICLE III. PAYMENTS, FEES AND OTHER GENERAL
PROVISIONS


 


Section 3.1.  Payments.


 


Except to the
extent otherwise provided herein, all payments of principal, interest and other
amounts to be made by the Borrower under this Agreement or any other Loan
Document shall be made in Dollars, in immediately available funds, without
deduction, set-off or counterclaim, to the Agent at its Principal Office, not
later than 2:00 p.m. on the date on which such payment shall become due
(each such payment made after such time on such due date to be deemed to have
been made on the next succeeding Business Day).  Subject to Sections 3.2. and 3.3., the Agent, or any Lender
for whose account any such payment is made, may (but shall not be obligated to)
debit the amount of any such payment which is not made by such time from any
special or general deposit account of the Borrower with the Agent or such
Lender, as the case may be (with notice to the Borrower, the other Lenders and
the Agent).  The Borrower shall, at the
time of making each payment under this Agreement or any Note, specify to the
Agent the amounts payable by the Borrower hereunder to which such payment is to
be applied.  Each payment received by
the Agent for the account of a Lender under this Agreement or any Note shall be
paid to such Lender at the applicable Lending Office of such Lender no later
than 5:00 p.m. on the date of receipt. 
If the Agent fails to pay such amount to a Lender as provided in the
previous sentence, the Agent shall pay interest on such amount until paid at a
rate per annum equal to the Federal Funds Rate from time to time in
effect.  If the due date of any payment


 


25

















 


under this Agreement or any other Loan Document would otherwise fall on
a day which is not a Business Day such date shall be extended to the next
succeeding Business Day and interest shall be payable for the period of such
extension.


 


Section 3.2.  Pro Rata Treatment.


 


Except to the
extent otherwise provided herein: (a) each payment or prepayment of
principal of Term Loans by the Borrower (including any fees payable under
Section 2.5. in connection with any prepayment) shall be made for the
account of the Lenders pro rata in accordance with the respective unpaid
principal amounts of the Term Loans held by them; (b) each payment of
interest on Term Loans by the Borrower shall be made for the account of the
Lenders pro rata in accordance with the amounts of interest on such Loans then
due and payable to the respective Lenders; and (c) the Conversion and
Continuation of Term Loans of a particular Type (other than Conversions
provided for by Section 4.6.) shall be made pro rata among the Lenders
according to the amounts of their respective Loans and the then current
Interest Period for each Lender’s portion of each Loan of such Type shall be
coterminous.


 


Section 3.3.  Sharing of Payments, Etc.


 


If a Lender
shall obtain payment of any principal of, or interest on, any Loan made by it
to the Borrower under this Agreement, or shall obtain payment on any other
Obligation owing by the Borrower or a Loan Party through the exercise of any
right of set-off, banker’s lien or counterclaim or similar right or otherwise
or through voluntary prepayments directly to a Lender or other payments made by
the Borrower to a Lender not in accordance with the terms of this Agreement and
such payment should be distributed to the Lenders pro rata in accordance with
Section 3.2. or Section 10.3., as applicable, such Lender shall
promptly purchase from the other Lenders participations in (or, if and to the
extent specified by such Lender, direct interests in) the Loans made by the
other Lenders or other Obligations owed to such other Lenders in such amounts,
and make such other adjustments from time to time as shall be equitable, to the
end that all the Lenders shall share the benefit of such payment (net of any
reasonable expenses which may be incurred by such Lender in obtaining or
preserving such benefit) pro rata in accordance with Section 3.2. or
Section 10.3.  To such end, all the
Lenders shall make appropriate adjustments among themselves (by the resale of
participations sold or otherwise) if such payment is rescinded or must otherwise
be restored.  The Borrower agrees that
any Lender so purchasing a participation (or direct interest) in the Loans or
other Obligations owed to such other Lenders may exercise all rights of
set-off, banker’s lien, counterclaim or similar rights with respect to such
participation as fully as if such Lender were a direct holder of Loans in the
amount of such participation.  Nothing
contained herein shall require any Lender to exercise any such right or shall affect
the right of any Lender to exercise, and retain the benefits of exercising, any
such right with respect to any other indebtedness or obligation of the
Borrower.


 


Section 3.4.  Several Obligations.


 


No Lender
shall be responsible for the failure of any other Lender to make a Loan or to
perform any other obligation to be made or performed by such other Lender
hereunder, and the failure of any Lender to make a Loan or to perform any other
obligation to be made or performed


 


26

















 


by it hereunder shall not relieve the obligation of any other Lender to
make any Loan or to perform any other obligation to be made or performed by
such other Lender.


 


Section 3.5.  Minimum Amounts.


 


(a)                                  Borrowings
and Conversions.  Each borrowing of
Base Rate Loans shall be in an aggregate minimum amount of $1,000,000 and
integral multiples of $500,000 in excess thereof.  Each borrowing and each Conversion of LIBOR Loans shall be in an
aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in
excess of that amount.


 


(b)                                 Prepayments.  Each voluntary prepayment of Term Loans
shall be in an aggregate minimum amount of $1,000,000 and integral multiples of
$500,000 in excess thereof (or, if less, the aggregate principal amount of Term
Loans then outstanding).


 


Section 3.6.  Computations.


 


Unless
otherwise expressly set forth herein, any accrued interest on any Loan, any
Fees or any other Obligations due hereunder shall be computed on the basis of a
year of 360 days and the actual number of days elapsed.


 


Section 3.7.  Usury.


 


In no event
shall the amount of interest due or payable on the Loans or other Obligations
exceed the maximum rate of interest allowed by Applicable Law and, if any such
payment is paid by the Borrower or received by any Lender, then such excess sum
shall be credited as a payment of principal, unless the Borrower shall notify
the respective Lender in writing that the Borrower elects to have such excess
sum returned to it forthwith.  It is the
express intent of the parties hereto that the Borrower not pay and the Lenders
not receive, directly or indirectly, in any manner whatsoever, interest in
excess of that which may be lawfully paid by the Borrower under Applicable Law.


 


Section 3.8.  Agreement Regarding Interest and Charges.


 


The parties hereto
hereby agree and stipulate that the only charge imposed upon the Borrower for
the use of money in connection with this Agreement is and shall be the interest
specifically described in Section 2.2.(a)(i) and (ii).  Notwithstanding the foregoing, the parties
hereto further agree and stipulate that all agency fees, syndication fees,
closing fees, underwriting fees, default charges, late charges, funding or
“breakage” charges, prepayment fees, increased cost charges, attorneys’ fees
and reimbursement for costs and expenses paid by the Agent or any Lender to
third parties or for damages incurred by the Agent or any Lender, are charges
made to compensate the Agent or any such Lender for underwriting or
administrative services and costs or losses performed or incurred, and to be
performed or incurred, by the Agent and the Lenders in connection with this
Agreement and shall under no circumstances be deemed to be charges for the use
of money.  All charges other than charges
for the use of money shall be fully earned and nonrefundable when due.


 


27

















 


Section 3.9.  Statements of Account.


 


The Agent will
account to the Borrower monthly with a statement of Loans, accrued interest,
charges and payments made pursuant to this Agreement and the other Loan
Documents, and such account rendered by the Agent shall be deemed conclusive
upon Borrower absent manifest error. 
The failure of the Agent to deliver such a statement of accounts shall
not relieve or discharge the Borrower from any of its obligations hereunder.


 


Section 3.10.  Defaulting Lenders.


 


If for any
reason any Lender (a “Defaulting Lender”) shall fail or refuse to perform any
of its obligations under this Agreement or any other Loan Document to which it
is a party within the time period specified for performance of such obligation
or, if no time period is specified, if such failure or refusal continues for a
period of two Business Days after notice from the Agent, then, in addition to
the rights and remedies that may be available to the Agent or the Borrower
under this Agreement or Applicable Law, such Defaulting Lender’s right to
participate in the administration of the Loans, this Agreement and the other
Loan Documents, including without limitation, any right to vote in respect of,
to consent to or to direct any action or inaction of the Agent or to be taken
into account in the calculation of the Requisite Lenders, shall be suspended
during the pendency of such failure or refusal.  If a Lender is a Defaulting Lender because it has failed to make
timely payment to the Agent of any amount required to be paid to the Agent
hereunder (without giving effect to any notice or cure periods), in addition to
other rights and remedies which the Agent or the Borrower may have under the
immediately preceding provisions or otherwise, the Agent shall be entitled
(i) to collect interest from such Defaulting Lender on such delinquent
payment for the period from the date on which the payment was due until the
date on which the payment is made at the Federal Funds Rate, (ii) to
withhold or setoff and to apply in satisfaction of the defaulted payment and
any related interest, any amounts otherwise payable to such Defaulting Lender
under this Agreement or any other Loan Document and (iii) to bring an
action or suit against such Defaulting Lender in a court of competent
jurisdiction to recover the defaulted amount and any related interest.  Any amounts received by the Agent in respect
of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and
shall be held uninvested by the Agent and either applied against the purchase
price of such Loans under the following subsection (b) or paid to such
Defaulting Lender upon the Defaulting Lender’s curing of its default.


 


Section 3.11.  Taxes.


 


(a)                                  Taxes
Generally.  All payments by the
Borrower of principal of, and interest on, the Loans and all other Obligations
shall be made free and clear of and without deduction for any present or future
excise, stamp or other taxes, fees, duties, levies, imposts, charges,
deductions, withholdings or other charges of any nature whatsoever imposed by
any taxing authority, but excluding (i) franchise taxes, (ii) any
taxes (other than withholding taxes) that would not be imposed but for a connection
between the Agent or a Lender and the jurisdiction imposing such taxes (other
than a connection arising solely by virtue of the activities of the Agent or
such Lender pursuant to or in respect of this Agreement or any other Loan
Document), (iii) any taxes imposed on or measured by any Lender’s assets,
net income, receipts or branch profits, (iv) any taxes arising after the
Agreement Date solely as a result of or attributable to a Lender changing


 


28

















 


its designated Lending Office after the date such Lender becomes a
party hereto, and (v) any taxes, fees, duties, levies, imposts, charges,
deductions, withholdings or other charges to the extent imposed as a result of
the failure of the Agent or a Lender, as applicable, to provide and keep
current (to the extent legally able) any certificates, documents or other
evidence required to qualify for an exemption from, or reduced rate of, any
such taxes fees, duties, levies, imposts, charges, deductions, withholdings or
other charges or required by the immediately following subsection (c) to
be furnished by the Agent or such Lender, as applicable (such non-excluded
items being collectively called “Taxes”). 
If 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,
then the Borrower will:


 


(i)                                     pay
directly to the relevant Governmental Authority the full amount required to be
so withheld or deducted;


 


(ii)                                  promptly
forward to the Agent an official receipt or other documentation satisfactory to
the Agent evidencing such payment to such Governmental Authority; and


 


(iii)                               pay
to the Agent for its account or the account of the applicable Lender, as the
case may be, such additional amount or amounts as is necessary to ensure that
the net amount actually received by the Agent or such Lender will equal the
full amount that the Agent or such Lender would have received had no such
withholding or deduction been required.


 


(b)                                 Tax
Indemnification.  If the Borrower
fails to pay any Taxes when due to the appropriate Governmental Authority or
fails to remit to the Agent, for its account or the account of the respective
Lender, as the case may be, the required receipts or other required documentary
evidence, the Borrower shall indemnify the Agent and the Lenders for any
incremental Taxes, interest or penalties that may become payable by the Agent
or any Lender as a result of any such failure. 
For purposes of this Section, a distribution hereunder by the Agent or
any Lender to or for the account of any Lender shall be deemed a payment by the
Borrower.


 


(c)                                  Tax
Forms.  Prior to the date that any
Lender or participant organized under the laws of a jurisdiction outside the
United States of America becomes a party hereto, such Person shall deliver to
the Borrower and the Agent such certificates, documents or other evidence, as
required by the Internal Revenue Code or Treasury Regulations issued pursuant
thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms),
properly completed, currently effective and duly executed by such Lender or
participant establishing that payments to it hereunder and under the Notes are
(i) not subject to United States Federal backup withholding tax or (ii) not
subject to United States Federal withholding tax under the Internal Revenue
Code because such payment is either effectively connected with the conduct by
such Lender or participant of a trade or business in the United States or
totally exempt from United States Federal withholding tax by reason of the
application of the provisions of a treaty to which the United States is a party
or such Lender is otherwise wholly exempt. 
In addition, any such Lender or participant shall deliver to the
Borrower and the Agent further copies of any such certificate, document or
other evidence on or before the date that any such certificate, document or
other evidence expires or becomes obsolete and after the


 


29

















 


occurrence of any event requiring a change in the most recent form
previously delivered by it, in each case establishing that payments to it
hereunder and under the Notes are (i) not subject to United States Federal
backup withholding tax or (ii) not subject to United States Federal
withholding tax under the Internal Revenue Code because such payment is either
effectively connected with the conduct by such Lender or participant of a trade
or business in the United States or totally exempt from United States Federal
withholding tax by reason of the application of the provisions of a treaty to
which the United States is a party or such Lender or participant, as
applicable, is otherwise wholly exempt, unless an event (including, without limitation,
any change in Applicable Law) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such certificates,
documents and other evidence wholly inapplicable or which would prevent such
Lender or participant, as applicable, from duly completing and delivering any
such certificates, documents or other evidence form with respect to it, and
such Lender or participant, as applicable, so advises the Borrower and the
Agent in writing.


 


ARTICLE IV. YIELD PROTECTION, ETC.


 


Section 4.1.  Additional Costs; Capital Adequacy.


 


(a)                                  Additional
Costs.  The Borrower shall promptly
pay to the Agent for the account of a Lender from time to time such amounts as
such Lender may determine to be necessary to compensate such Lender for any
costs incurred by such Lender that it determines are attributable to its making
or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans
hereunder, any reduction in any amount receivable by such Lender under this
Agreement or any of the other Loan Documents in respect of any of such Loans or
such obligation or the maintenance by such Lender of capital in respect of its
Loans (such increases in costs and reductions in amounts receivable being
herein called “Additional Costs”), resulting from any Regulatory Change
that:  (i) changes the basis of
taxation of any amounts payable to such Lender under this Agreement or any of
the other Loan Documents in respect of any of such Loans (other than taxes,
fees, duties, levies, imposts, charges, deductions, withholdings or other
charges which are excluded from the definition of Taxes pursuant to the first
sentence of Section 3.11.(a)); or (ii) imposes or modifies any
reserve, special deposit or similar requirements (other than Regulation D of
the Board of Governors of the Federal Reserve System or other reserve
requirement to the extent utilized in the determination of the Adjusted
Eurodollar Rate for such Loan) relating to any extensions of credit or other
assets of, or any deposits with or other liabilities of, such Lender, or any
commitment of such Lender (including, without limitation, the Commitment of
such Lender hereunder); or (iii) has or would have the effect of reducing
the rate of return on capital of such Lender to a level below that which such
Lender could have achieved but for such Regulatory Change (taking into
consideration such Lender’s policies with respect to capital adequacy).


 


(b)                                 Lender’s
Suspension of LIBOR Loans.  Without
limiting the effect of the provisions of the immediately preceding
subsection (a), if, by reason of any Regulatory Change, any Lender either
(i) incurs Additional Costs based on or measured by the excess above a
specified level of the amount of a category of deposits or other liabilities of
such Lender that includes deposits by reference to which the interest rate on
LIBOR Loans is determined as


 


30

















 


provided in this Agreement or a category of extensions of credit or
other assets of such Lender that includes LIBOR Loans or (ii) becomes
subject to restrictions on the amount of such a category of liabilities or
assets that it may hold, then, if such Lender so elects by notice to the
Borrower (with a copy to the Agent), the obligation of such Lender to make or
Continue, or to Convert any other Type of Loans into, LIBOR Loans hereunder
shall be suspended until such Regulatory Change ceases to be in effect (in
which case the provisions of Section 4.6. shall apply).


 


(c)                                  Notification
and Determination of Additional Costs. 
Each of the Agent and each Lender agrees to notify the Borrower of any
event occurring after the Agreement Date entitling the Agent or such Lender to
compensation under any of the preceding subsections of this Section as promptly
as practicable; provided, however, the failure of the Agent or any Lender to
give such notice shall not release the Borrower from any of its obligations
hereunder; provided, however, that notwithstanding the foregoing
provisions of this Section, the Agent or a Lender, as the case may be, shall
not be entitled to compensation for any such amount relating to any period
ending more than six months prior to the date that the Agent or such Lender, as
applicable, first notifies the Borrower in writing thereof or for any amounts
resulting from a change by any Lender of its Lending Office (other than changes
required by Applicable Law).  The Agent
and or such Lender agrees to furnish to the Borrower a certificate setting
forth the basis and amount of each request by the Agent or such Lender for
compensation under this Section.  Absent
manifest error, determinations by the Agent or any Lender of the effect of any
Regulatory Change shall be conclusive, provided that such determinations are
made on a reasonable basis and in good faith.


 


Section 4.2.  Suspension of LIBOR Loans.


 


Anything herein to
the contrary notwithstanding, if, on or prior to the determination of any
Adjusted Eurodollar Rate for any Interest Period:


 


(a)                                  the
Agent reasonably determines (which determination shall be conclusive) that by
reason of circumstances affecting the relevant market, adequate and reasonable
means do not exist for ascertaining the Adjusted Eurodollar Rate for such
Interest Period, or


 


(b)                                 the
Agent reasonably determines (which determination shall be conclusive) that the
Adjusted Eurodollar Rate will not adequately and fairly reflect the cost to the
Lenders of making or maintaining LIBOR Loans for such Interest Period;


 


then the Agent shall give the
Borrower and each Lender prompt notice thereof and, so long as such condition
remains in effect, the Lenders shall be under no obligation to, and shall not,
make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR
Loans and the Borrower shall, on the last day of each current Interest Period
for each outstanding LIBOR Loan, either repay such Loan or Convert such Loan
into a Base Rate Loan.


 


31



















 


Section 4.3. 
Illegality.


 


Notwithstanding
any other provision of this Agreement, if it becomes unlawful for any
Lender  to honor its obligation to make
or maintain LIBOR Loans hereunder, then such Lender shall promptly notify the
Borrower thereof (with a copy to the Agent) and such Lender’s obligation to
make or Continue, or to Convert Loans of any other Type into, LIBOR Loans shall
be suspended until such time as such Lender may again make and maintain LIBOR
Loans (in which case the provisions of Section 4.6. shall be applicable).


 


Section 4.4. 
Compensation.


 


The Borrower
shall pay to the Agent for the account of each Lender, upon the request of such
Lender through the Agent, such amount or amounts as shall be sufficient (in the
reasonable opinion of such Lender) to compensate it for any loss, cost or
expense that such Lender determines is attributable to:


 


(a)                                  any
payment or prepayment (whether mandatory or optional) of a LIBOR Loan, or
Conversion of a LIBOR Loan, made by such Lender for any reason (including,
without limitation, acceleration) on a date other than the last day of the
Interest Period for such Loan; or


 


(b)                                 any
failure by the Borrower for any reason (including, without limitation, the
failure of any of the applicable conditions precedent specified in
Article V. to be satisfied) to borrow a LIBOR Loan from such Lender on the
date for such borrowing, or to Convert a Base Rate Loan into a LIBOR Loan or
Continue a LIBOR Loan on the requested date of such Conversion or Continuation.


 


Upon the Borrower’s
request,  any Lender  requesting compensation under this Section
shall provide the Borrower with a statement setting forth the basis for
requesting such compensation and the method for determining the amount
thereof.  Absent manifest error, determinations
by any Lender in any such statement shall be conclusive, provided that such
determinations are made on a reasonable basis and in good faith.


 


Section 4.5. 
Affected Lenders.


 


If (a) a
Lender requests compensation pursuant to Section 3.11. or 4.1., and the
Requisite Lenders are not also doing the same, or (b) the obligation of any
Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into,
LIBOR Loans shall be suspended pursuant to Section 4.1.(b) or 4.3. but the
obligation of the Requisite Lenders shall not have been suspended under such
Sections, then, so long as there does not then exist any Default or Event of
Default, the Borrower may either (i) demand that such Lender (the
“Affected Lender”), and upon such demand the Affected Lender shall promptly,
assign its Term Loan to an Eligible Assignee subject to and in accordance with
the provisions of Section 12.5.(d) for a purchase price equal to the
aggregate principal balance of Loans then owing to the Affected Lender plus any
accrued but unpaid interest thereon and accrued but unpaid fees owing to the
Affected Lender, or (ii) pay to the Affected Lender the aggregate
principal balance of Loans then owing to the Affected Lender plus any accrued
but unpaid interest thereon and accrued but unpaid fees owing to the Affected


 


32

















 


Lender, whereupon the Affected Lender shall no longer be a party hereto
or have any rights or obligations hereunder or under any of the other Loan
Documents.  Each of the Agent and the
Affected Lender shall reasonably cooperate in effectuating the replacement of
such Affected Lender under this Section, but at no time shall the Agent, such
Affected Lender nor any other Lender be obligated in any way whatsoever to initiate
any such replacement or to assist in finding an Eligible Assignee.  The exercise by the Borrower of its rights
under this Section shall be at the Borrower’s sole cost and expenses and at no
cost or expense to the Agent, the Affected Lender or any of the other
Lenders.  The terms of this Section
shall not in any way limit the Borrower’s obligation to pay to any Affected
Lender compensation owing to such Affected Lender pursuant to
Section 3.11. or 4.1.


 


Section 4.6. 
Treatment of Affected Loans.


 


If the
obligation of any Lender to make LIBOR Loans or to Continue, or to Convert Base
Rate Loans into, LIBOR Loans shall be suspended pursuant to
Section 4.1.(b), 4.2. or 4.3., then such Lender’s LIBOR Loans shall be
automatically Converted into Base Rate Loans on the last day(s) of the then
current Interest Period(s) for LIBOR Loans (or, in the case of a Conversion
required by Section 4.1.(b) or 4.3., on such earlier date as such Lender
may specify to the Borrower with a copy to the Agent) and, unless and until
such Lender gives notice as provided below that the circumstances specified in
Section 4.1. or 4.3. that gave rise to such Conversion no longer exist:


 


(a)                                  to
the extent that such Lender’s LIBOR Loans have been so Converted, all payments
and prepayments of principal that would otherwise be applied to such Lender’s
LIBOR Loans shall be applied instead to its Base Rate Loans; and


 


(b)                                 all
Loans that would otherwise be made or Continued by such Lender as LIBOR Loans
shall be made or Continued instead as Base Rate Loans, and all Base Rate Loans
of such Lender that would otherwise be Converted into LIBOR Loans shall remain
as Base Rate Loans.


 


If such Lender gives notice to
the Borrower (with a copy to the Agent) that the circumstances specified in
Section 4.1. or 4.3. that gave rise to the Conversion of such Lender’s
LIBOR Loans pursuant to this Section no longer exist (which such Lender agrees
to do promptly upon such circumstances ceasing to exist) at a time when LIBOR
Loans made by other Lenders are outstanding, then such Lender’s Base Rate Loans
shall be automatically Converted, on the first day(s) of the next succeeding
Interest Period(s) for such outstanding LIBOR Loans, to the extent necessary so
that, after giving effect thereto, all Loans held by the Lenders holding LIBOR
Loans and by such Lender are held pro rata (as to principal amounts, Types and
Interest Periods) in accordance with their respective Commitment Percentages.


 


Section 4.7. 
Change of Lending Office.


 


Each Lender
agrees that it will use reasonable efforts to designate an alternate Lending
Office with respect to any of its Loans affected by the matters or
circumstances described in Sections 3.11., 4.1. or 4.3. to reduce the
liability of the Borrower or avoid the results provided thereunder, so long as
such designation is not disadvantageous to such Lender as determined by


 


33

















 


such Lender in its sole discretion, except that such Lender shall have
no obligation to designate a Lending Office located in the United States of
America.


 


Section 4.8. 
Assumptions Concerning Funding of LIBOR Loans.


 


Calculation of
all amounts payable to a Lender under this Article IV. shall be made as
though such Lender had actually funded 
LIBOR Loans through the purchase of deposits in the relevant market
bearing interest at the rate applicable to such LIBOR Loans in an amount equal
to the amount of the LIBOR Loans and having a maturity comparable to the
relevant Interest Period; provided, however, that each Lender may fund each of
its LIBOR Loans in any manner it sees fit and the foregoing assumption shall be
used only for calculation of amounts payable under this Article IV.


 


ARTICLE V. CONDITIONS PRECEDENT


 


Section 5.1. 
Initial Conditions Precedent.


 


The obligation
of the Lenders to make the Term Loans is subject to the following conditions
precedent:


 


(a)                                  The
Agent shall have received each of the following, in form and substance
satisfactory to the Agent:


 


(i)                                     Counterparts
of this Agreement executed by each of the parties hereto;


 


(ii)                                  Notes
executed by the Borrower, payable to each Lender and complying with the
applicable provisions of Section 2.8.;


 


(iii)                               The
Guaranty executed by each Guarantor existing as of the Effective Date;


 


(iv)                              An opinion of Sullivan & Worcester
LLP, counsel to the Loan Parties, addressed to the Agent and the Lenders,
substantially in the form of Exhibit F-1, and opinion of Venable, LLP,
special Maryland and Pennsylvania counsel to the Loan Parties, addressed to the
Agent and the Lenders, substantially in the form of Exhibit F-2;


 


(v)                                 The
declaration of trust of the Borrower certified as of a recent date by the
Department of Assessments and Taxation of the State of Maryland;


 


(vi)                              A
good standing certificate with respect to the Borrower issued as of a recent
date by the Department of Assessments and Taxation of the State of Maryland and
certificates of qualification to transact business or other comparable
certificates issued by the Secretary of State (and any state department of
taxation, as applicable) of each state in which the Borrower is required to be
so qualified;


 


34

















 


(vii)                           A
certificate of incumbency signed by the Secretary or Assistant Secretary of the
Borrower with respect to each of the officers of the Borrower authorized to
execute and deliver the Loan Documents to which the Borrower is a party and the
officers of the Borrower then authorized to deliver the request for the Term
Loans referred to in the immediately following clause (xvi), and Notices
of Continuation and Notices of Conversion;


 


(viii)                        Copies,
certified by the Secretary or Assistant Secretary of the Borrower, of all
corporate (or comparable) action taken by the Borrower to authorize the
execution, delivery and performance of the Loan Documents to which the Borrower
is a party;


 


(ix)                                The
articles of incorporation, articles of organization, certificate of limited
partnership or other comparable organizational instrument (if any) of each
Guarantor certified as of a recent date by the Secretary of State of the State
of formation of such Guarantor;


 


(x)                                   A
certificate of good standing or certificate of similar meaning with respect to
each Guarantor issued as of a recent date by the Secretary of State of the
State of formation of each such Guarantor and certificates of qualification to
transact business or other comparable certificates issued by each Secretary of
State (and any state department of taxation, as applicable) of each state in
which such Guarantor is required to be so qualified;


 


(xi)                                A
certificate of incumbency signed by the Secretary or Assistant Secretary (or
other individual performing similar functions) of each Guarantor with respect
to each of the officers of such Guarantor authorized to execute and deliver the
Loan Documents to which such Guarantor is a party;


 


(xii)                             Copies certified by the Secretary or
Assistant Secretary of each Guarantor (or other individual performing similar
functions) of (i) the by-laws of such Guarantor, if a corporation, the
operating agreement, if a limited liability company, the partnership agreement,
if a limited or general partnership, or other comparable document in the case
of any other form of legal entity and (ii) all corporate, partnership,
member or other necessary action taken by such Guarantor to authorize the
execution, delivery and performance of the Loan Documents to which it is a
party;


 


(xiii)                          A
copy of (x) each of the documents, instruments and agreements evidencing
any of the Indebtedness described on Schedule 6.1.(g) and (y) the
Advisory Agreement, the Management Agreement and each other Material Contract,
in each case certified as true, correct and complete by the chief executive
officer or chief financial officer of the Borrower;


 


(xiv)                         The
Fees then due and payable to the Agent, the Titled Agents and the Lenders on or
prior to the Effective Date;


 


(xv)                            A
Compliance Certificate calculated as of December 31, 2003;


 


35

















 


(xvi)                         A
request from the Borrower for the Term Loans indicating how the proceeds
thereof are to be made available to the Borrower, and if any of the Term Loans
initially are to be LIBOR Loans, the Interest Periods therefor; and


 


(xvii)                      Such
other documents, agreements and instruments as the Agent on behalf of the
Lenders may reasonably request; and


 


(b)                                 In
the good faith judgment of the Agent and the Lenders:


 


(i)                                     There
shall not have occurred or become known to the Agent or any of the Lenders any
event, condition, situation or status since the date of the information
contained in the financial and business projections, budgets, pro forma data
and forecasts concerning the Borrower and its Subsidiaries delivered to the
Agent and the Lenders prior to the Agreement Date that has had or could
reasonably be expected to result in a Material Adverse Effect;


 


(ii)                                  No
litigation, action, suit, investigation or other arbitral, administrative or
judicial proceeding shall be pending or threatened which could reasonably be
expected to (1) result in a Material Adverse Effect or (2) restrain or enjoin,
impose materially burdensome conditions on, or otherwise materially and
adversely affect the ability of the Borrower or any other Loan Party to fulfill
its obligations under the Loan Documents to which it is a party;


 


(iii)                               The
Borrower and its Subsidiaries shall have received all approvals, consents and
waivers, and shall have made or given all necessary filings and notices as
shall be required to consummate the transactions contemplated hereby without
the occurrence of any default under, conflict with or violation of (1) any
Applicable Law or (2) any agreement, document or instrument to which the
Borrower or any other Loan Party is a party or by which any of them or their
respective properties is bound, except for such approvals, consents, waivers,
filings and notices the receipt, making or giving of which would not reasonably
be likely to (A) have a Material Adverse Effect, or (B) restrain or
enjoin, impose materially burdensome conditions on, or otherwise materially and
adversely affect the ability of the Borrower or any other Loan Party to fulfill
its obligations under the Loan Documents to which it is a party; and


 


(iv)                              There
shall not have occurred or exist any other material disruption of financial or
capital markets that could reasonably be expected to materially and adversely
affect the transactions contemplated by the Loan Documents.


 


Section 5.2. 
Additional Conditions Precedent.


 


The
obligations of the Lenders to make the Term Loans are all subject to the
further condition precedent that: (a) no Default or Event of Default shall
have occurred and be continuing as of the date of the making of the Term Loans
or would exist immediately after giving effect thereto and (b) the
representations and warranties made or deemed made by the


 


36

















 


Borrower and each other Loan Party in the Loan Documents to which any
of them is a party, shall be true and correct on and as of the date of the
making of such Loan with the same force and effect as if made on and as of such
date except to the extent that such representations and warranties expressly
relate solely to an earlier date (in which case such representations and
warranties shall have been true and accurate on and as of such earlier date)
and except for changes in factual circumstances specifically and expressly
permitted hereunder.  Each Credit Event
shall constitute a certification by the Borrower to the effect set forth in
clauses (a) and (b) of the preceding sentence (both as of the date of the
giving of notice relating to such Credit Event and, unless the Borrower
otherwise notifies the Agent prior to the date of such Credit Event, as of the
date of the occurrence of such Credit Event). 
In addition, if such Credit Event is the making of a Loan, the Borrower
shall be deemed to have represented to the Agent and the Lender at the time
such Loan is made that all conditions to the making of such Loan contained in
Article V. have been satisfied.


 


ARTICLE VI. REPRESENTATIONS AND WARRANTIES


 


Section 6.1. 
Representations and Warranties.


 


In order to
induce the Agent and each Lender to enter into this Agreement and to make the
Term Loans, the Borrower represents and warrants to the Agent and each Lender
as follows:


 


(a)                                  Organization;
Power; Qualification.  Each of the
Borrower and its Subsidiaries is a corporation, partnership or other legal
entity, duly organized or formed, validly existing and in good standing under
the jurisdiction of its incorporation or formation, has the power and authority
to own or lease its respective properties and to carry on its respective
business as now being and hereafter proposed to be conducted and is duly
qualified and is in good standing as a foreign corporation, partnership or
other legal entity, and authorized to do business, in each jurisdiction in
which the character of its properties or the nature of its business requires
such qualification or authorization and where the failure to be so qualified or
authorized would have, in each instance, a Material Adverse Effect.


 


(b)                                 Ownership
Structure.  As of the Agreement Date
Part I of Schedule 6.1.(b) is a complete and correct list of all
Subsidiaries of the Borrower setting forth for each such Subsidiary,
(i) the jurisdiction of organization of such Subsidiary, (ii) each
Person holding any Equity Interests in such Subsidiary, (iii) the nature
of the Equity Interests held by each such Person, (iv) the percentage of
ownership of such Subsidiary represented by such Equity Interests and
(v) whether such Subsidiary is a Material Subsidiary and/or an Excluded
Subsidiary.  The parties hereto
acknowledge that as of the Agreement Date, neither HPT nor SNH is a
Subsidiary.  Except as disclosed in such
Schedule, as of the Agreement Date (i) each of the Borrower and its
Subsidiaries owns, free and clear of all Liens, and has the unencumbered right
to vote, all outstanding Equity Interests in each Person shown to be held by it
on such Schedule, (ii) all of the issued and outstanding capital stock of
each such Person organized as a corporation is validly issued, fully paid and
nonassessable and (iii) there are no outstanding subscriptions, options,
warrants, commitments, preemptive rights or agreements of any kind (including,
without limitation, any stockholders’ or voting trust agreements) for the
issuance, sale, registration or voting of, or outstanding securities
convertible into, any additional shares of capital stock of any class, or
partnership or other ownership interests of any type in, any such Person.  As of the


 


37

















 


Agreement Date Part II of Schedule 6.1.(b) correctly sets
forth all Unconsolidated Affiliates of the Borrower, including the correct
legal name of such Person, the type of legal entity which each such Person is,
and all Equity Interests in such Person held directly or indirectly by the
Borrower.


 


(c)                                  Authorization
of Agreement, Etc.  The Borrower has
the right and power, and has taken all necessary action to authorize it, to
borrow and obtain other extensions of credit hereunder.  The Borrower and each other Loan Party has
the right and power, and has taken all necessary action to authorize it, to
execute, deliver and perform each of the Loan Documents to which it is a party in
accordance with their respective terms and to consummate the transactions
contemplated hereby and thereby.  The
Loan Documents to which the Borrower or any other Loan Party is a party have
been duly executed and delivered by the duly authorized officers of such Person
and each is a legal, valid and binding obligation of such Person enforceable
against such Person in accordance with its respective terms except as the same
may be limited by bankruptcy, insolvency, and other similar laws affecting the
rights of creditors generally and the availability of equitable remedies for
the enforcement of certain obligations (other than the payment of principal)
contained herein or therein may be limited by equitable principles generally.


 


(d)                                 Compliance
of Loan Documents with Laws, Etc. 
The execution, delivery and performance of this Agreement, the Notes and
the other Loan Documents to which the Borrower or any other Loan Party is a
party in accordance with their respective terms and the borrowings and other
extensions of credit hereunder do not and will not, by the passage of time, the
giving of notice, or both: (i) require any Governmental Approval or
violate any Applicable Law (including all Environmental Laws) relating to the
Borrower or any other Loan Party; (ii) conflict with, result in a breach
of or constitute a default under the organizational documents of the Borrower
or any other Loan Party, or any indenture, agreement or other instrument to
which the Borrower or any other Loan Party is a party or by which it or any of
its respective properties may be bound; or (iii) result in or require the
creation or imposition of any Lien upon or with respect to any property now
owned or hereafter acquired by the Borrower or any other Loan Party.


 


(e)                                  Compliance
with Law; Governmental Approvals. 
The Borrower, each Subsidiary and each other Loan Party is in compliance
with each Governmental Approval applicable to it and in compliance with all
other Applicable Law (including without limitation, Environmental Laws)
relating to the Borrower, a Subsidiary or such other Loan Party except for
noncompliances which, and Governmental Approvals the failure to possess which,
would not, individually or in the aggregate, cause a Default or Event of
Default or have a Material Adverse Effect.


 


(f)                                    Title
to Properties; Liens.  As of the
Agreement Date, Part I of Schedule 6.1.(f) sets forth all of the real
property owned or leased by the Borrower, each other Loan Party and each other
Subsidiary.  Each such Person has good,
marketable and legal title to, or a valid leasehold interest in, its respective
assets.  As of the Agreement Date, there
are no Liens against any assets of the Borrower, any Subsidiary or any other
Loan Party except for Permitted Liens.


 


38

















 


(g)                                 Existing
Indebtedness.  Schedule 6.1.(g)
is, as of the date set forth in such Schedule, a complete and correct listing
of all Indebtedness of the Borrower and its Subsidiaries, including without
limitation, Guarantees of the Borrower and its Subsidiaries, and indicating
whether such Indebtedness is Secured Indebtedness or Unsecured
Indebtedness.  During the period from
such date to the Agreement Date, neither the Borrower nor any Subsidiary
incurred any material Indebtedness except as set forth on such Schedule.  The Borrower and its Subsidiaries have
performed and are in compliance with all of the terms of such Indebtedness and
all instruments and agreements relating thereto, and no default or event of
default, or event or condition which with the giving of notice, the lapse of
time, or both, would constitute such a default or event of default, exists with
respect to any such Indebtedness.


 


(h)                                 Material
Contracts.  Schedule 6.1.(h)
is, as of the Agreement Date, a true, correct and complete listing of all
Material Contracts.  Each of the
Borrower, its Subsidiaries and the other Loan Parties that is a party to any
Material Contract has performed and is in compliance with all of the terms of
such Material Contract, and no default or event of default, or event or
condition which with the giving of notice, the lapse of time, or both, would
constitute such a default or event of default, exists with respect to any such
Material Contract.


 


(i)                                     Litigation.  Except as set forth on
Schedule 6.1.(i), there are no actions, suits or proceedings pending (nor,
to the knowledge of the Borrower, are there any actions, suits or proceedings
threatened, nor is there any basis therefor) against or in any other way
relating adversely to or affecting the Borrower, any Subsidiary or any other
Loan Party or any of its respective property in any court or before any
arbitrator of any kind or before or by any other Governmental Authority which
could reasonably be expected to have a Material Adverse Effect.  There are no strikes, slow downs, work
stoppages or walkouts or other labor disputes in progress or threatened
relating to the Borrower, any Subsidiary or any other Loan Party.


 


(j)                                     Taxes.  All federal, state and other tax returns of
the Borrower, any Subsidiary or any other Loan Party required by Applicable Law
to be filed have been duly filed, and all federal, state and other taxes,
assessments and other governmental charges or levies upon the Borrower, any
Subsidiary and each other Loan Party and its respective properties, income,
profits and assets which are due and payable have been paid, except any such
nonpayment which is at the time permitted under Section 7.6.  As of the Agreement Date, none of the United
States income tax returns of the Borrower, its Subsidiaries or any other Loan
Party is under audit.  All charges,
accruals and reserves on the books of the Borrower and each of its Subsidiaries
in respect of any taxes or other governmental charges are in accordance with
GAAP.


 


(k)                                  Financial
Statements.  The Borrower has
furnished to each Lender copies of (i) the audited consolidated balance
sheet of the Borrower and its consolidated Subsidiaries for the fiscal year
ending December 31, 2002, and the related audited consolidated statements of
income, shareholders’ equity and cash flow for the fiscal year ending on such
date, with the opinion thereon of Ernst & Young LLP, and (ii) the
unaudited consolidated balance sheet of the Borrower and its consolidated
Subsidiaries for the fiscal quarter ending September 30, 2003, and the related
unaudited consolidated statements of income and cash flow of the Borrower and
its consolidated Subsidiaries for the three fiscal quarter period ending on
such date.  Such financial statements
(including in each case related schedules and notes) are complete and correct
and


 


39

















 


present fairly, in accordance with GAAP consistently applied throughout
the periods involved, the consolidated financial position of the Borrower and
its consolidated Subsidiaries as at their respective dates and the results of
operations and the cash flow for such periods (subject, as to interim
statements, to changes resulting from normal year-end audit adjustments).  Neither the Borrower nor any of its
Subsidiaries has on the Agreement Date any material contingent liabilities,
liabilities, liabilities for taxes, unusual or long-term commitments or
unrealized or forward anticipated losses from any unfavorable commitments,
except as referred to or reflected or provided for in said financial statements
or except as set forth on Schedule 6.1.(k).


 


(l)                                     No
Material Adverse Change.  Since
December 31, 2002, there has been no material adverse change in the
consolidated financial condition, results of operations, business or prospects
of the Borrower and its consolidated Subsidiaries taken as a whole.  Each of the Borrower, its Subsidiaries and
the other Loan Parties is Solvent.


 


(m)                               ERISA.  Each member of the ERISA Group is in
compliance with its obligations under the minimum funding standards of ERISA
and the Internal Revenue Code with respect to each Plan and is in compliance
with the presently applicable provisions of ERISA and the Internal Revenue Code
with respect to each Plan, except in each case for noncompliances which could
not reasonably be expected to have a Material Adverse Effect.  As of the Agreement Date, no member of the
ERISA Group has (i) sought a waiver of the minimum funding standard under
Section 412 of the Internal Revenue Code in respect of any Plan,
(ii) failed to make any contribution or payment to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement, or made any
amendment to any Plan or Benefit Arrangement, which has resulted or could
result in the imposition of a Lien or the posting of a bond or other security
under ERISA or the Internal Revenue Code or (iii) incurred any liability
under Title IV of ERISA other than a liability to the PBGC for premiums under
Section 4007 of ERISA.


 


(n)                                 Not
Plan Assets; No Prohibited Transaction. 
None of the assets of the Borrower, any Subsidiary or any other Loan
Party constitute “plan assets” within the meaning of ERISA, the Internal
Revenue Code and the respective regulations promulgated thereunder.  The execution, delivery and performance of
this Agreement and the other Loan Documents, and the borrowing and repayment of
amounts hereunder, do not and will not constitute “prohibited transactions”
under ERISA or the Internal Revenue Code.


 


(o)                                 Absence
of Defaults.  Neither the Borrower,
any Subsidiary nor any other Loan Party is in default under its articles of
incorporation, bylaws, partnership agreement or other similar organizational
documents, and no event has occurred, which has not been remedied, cured or
waived:  (i) which constitutes a
Default or an Event of Default; or (ii) which constitutes, or which with
the passage of time, the giving of notice, a determination of materiality, the
satisfaction of any condition, or any combination of the foregoing, would
constitute, a default or event of default by the Borrower, any Subsidiary or any
other Loan Party under any agreement (other than this Agreement) or judgment,
decree or order to which the Borrower or any Subsidiary or other Loan Party is
a party or by which the Borrower or any Subsidiary or other Loan Party or any
of their respective properties may be bound where such default or event of
default could, individually or in the aggregate, have a Material Adverse
Effect.


 


40

















 


(p)                                 Environmental
Laws.  Each of the Borrower, its
Subsidiaries and the other Loan Parties has obtained all Governmental Approvals
which are required under Environmental Laws and is in compliance with all terms
and conditions of such Governmental Approvals which the failure to obtain or to
comply with could reasonably be expected to have a Material Adverse
Effect.  Except for any of the following
matters that could not be reasonably expected to have a Material Adverse
Effect, (i) the Borrower is not aware of, and has not received notice of,
any past, present, or future events, conditions, circumstances, activities,
practices, incidents, actions, or plans which, with respect to the Borrower,
its Subsidiaries and each other Loan Party, may interfere with or prevent
compliance or continued compliance with Environmental Laws, or may give rise to
any common-law or legal liability, or otherwise form the basis of any claim,
action, demand, suit, proceeding, hearing, study, or investigation, based on or
related to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport, or handling or the emission, discharge, release or
threatened release into the environment, of any pollutant, contaminant,
chemical, or industrial, toxic, or other Hazardous Material; and (ii) there is
no civil, criminal, or administrative action, suit, demand, claim, hearing,
notice, or demand letter, notice of violation, investigation, or proceeding
pending or, to the Borrower’s knowledge after due inquiry, threatened, against
the Borrower, its Subsidiaries and each other Loan Party relating in any way to
Environmental Laws.


 


(q)                                 Investment
Company; Public Utility Holding Company. 
Neither the Borrower nor any Subsidiary nor any other Loan Party is
(i) an “investment company” or a company “controlled” by an “investment
company” within the meaning of the Investment Company Act of 1940, as amended,
(ii) a “holding company” or a “subsidiary company” of a “holding company”,
or an “affiliate” of a “holding company” or of a “subsidiary company” of a
“holding company”, within the meaning of the Public Utility Holding Company Act
of 1935, as amended, or (iii) subject to any other Applicable Law which
purports to regulate or restrict its ability to borrow money or to consummate
the transactions contemplated by this Agreement or to perform its obligations
under any Loan Document to which it is a party.


 


(r)                                    Margin
Stock.  Neither the Borrower, any
Subsidiary nor any other Loan Party is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose, whether
immediate, incidental or ultimate, of buying or carrying “margin stock” within
the meaning of Regulation U of the Board of Governors of the Federal
Reserve System.


 


(s)                                  Affiliate
Transactions.  Except as permitted
by Section 9.10., neither the Borrower, any Subsidiary nor any other Loan
Party is a party to or bound by any agreement or arrangement (whether oral or
written) to which any Affiliate of the Borrower, any Subsidiary or any other
Loan Party is a party.


 


(t)                                    Intellectual
Property.  Each of the Borrower and
each Subsidiary owns or has the right to use, under valid license agreements or
otherwise, all material patents, licenses, franchises, trademarks, trademark
rights, trade names, trade name rights, trade secrets and copyrights
(collectively, “Intellectual Property”) necessary to the conduct of its
businesses as now conducted and as contemplated by the Loan Documents, without
known conflict with any patent, license, franchise, trademark, trade secret,
trade name, copyright, or other proprietary right of any other Person.  The Borrower and each such Subsidiary have
taken all such steps as


 


41

















 


they deem reasonably necessary to protect their respective rights under
and with respect to such Intellectual Property.  No material claim has been asserted by any Person with respect to
the use of any Intellectual Property by the Borrower or any Subsidiary, or
challenging or questioning the validity or effectiveness of any Intellectual
Property.  The use of such Intellectual
Property by the Borrower, its Subsidiaries and the other Loan Parties, does not
infringe on the rights of any Person, subject to such claims and infringements
as do not, in the aggregate, give rise to any liabilities on the part of the Borrower
and its Subsidiaries that could reasonably be expected to have a Material
Adverse Effect.


 


(u)                                 Business.  As of the Agreement Date, the Borrower and
its Subsidiaries are engaged substantially in the business of owning, operating
and developing office and industrial assets, together with other business
activities incidental thereto, as currently in use at the Properties.


 


(v)                                 Broker’s
Fees.  No broker’s or finder’s fee,
commission or similar compensation will be payable with respect to the
transactions contemplated hereby.  No
other similar fees or commissions will be payable by any Loan Party for any
other services rendered to the Borrower or any of its Subsidiaries ancillary to
the transactions contemplated hereby.


 


(w)                               Accuracy
and Completeness of Information.  No
written information, report or other papers or data (excluding financial
projections and other forward looking statements) furnished to the Agent or any
Lender by, on behalf of, or at the direction of, the Borrower, any Subsidiary
or any other Loan Party in connection with or relating in any way to this
Agreement, contained any untrue statement of a fact material to the
creditworthiness of the Borrower, any Subsidiary or any other Loan Party or
omitted to state a material fact necessary in order to make such statements
contained therein, in light of the circumstances under which they were made,
not misleading.  All financial
statements furnished to the Agent or any Lender by, on behalf of, or at the direction
of, the Borrower, any Subsidiary or any other Loan Party in connection with or
relating in any way to this Agreement, present fairly, in accordance with GAAP
consistently applied throughout the periods involved, the financial position of
the Persons involved as at the date thereof and the results of operations for
such periods.  All financial projections
and other forward looking statements prepared by or on behalf of the Borrower,
any Subsidiary or any other Loan Party that have been or may hereafter be made
available to the Agent or any Lender were or will be prepared in good faith
based on reasonable assumptions.  No
fact is known to the Borrower which has had, or may in the future have (so far
as the Borrower can reasonably foresee), a Material Adverse Effect which has
not been set forth in the financial statements referred to in
Section 6.1.(k) or in such information, reports or other papers or data or
otherwise disclosed in writing to the Agent and the Lenders prior to the
Effective Date.


 


(x)                                   REIT
Status.  The Borrower qualifies as a
REIT and is in compliance with all requirements and conditions imposed under
the Internal Revenue Code to allow the Borrower to maintain its status as a
REIT.


 


(y)                                 Unencumbered
Assets.  As of the Agreement Date,
Part I of Schedule 6.1.(y) is a correct and complete list of all
Unencumbered Assets and Part II of such Schedule is a correct and complete
list of all Unencumbered Mortgage Notes. 
Each of the Properties included by the


 


42

















 


Borrower in calculations of Unencumbered Asset Value satisfies all of
the requirements contained in the definition of “Unencumbered Asset”.  Each of the promissory notes included by the
Borrower in calculations of Unencumbered Asset Value satisfies all of the
requirements contained in the definition of “Unencumbered Mortgage Note”.


 


(z)                                   Insurance.  As of the Agreement Date, there are no Liens
against any assets of the Borrower, any Subsidiary or any other Loan Party
except for Permitted Liens.  As of the
Agreement Date, the Borrower, each other Loan Party and each other Subsidiary
maintains the insurance required to be maintained under Section 7.5.


 


Section 6.2. 
Survival of Representations and Warranties, Etc.


 


All statements
contained in any certificate, financial statement or other instrument delivered
by or on behalf of the Borrower, any Subsidiary or any other Loan Party to the
Agent or any Lender pursuant to or in connection with this Agreement or any of
the other Loan Documents (including, but not limited to, any such statement
made in or in connection with any amendment thereto or any statement contained
in any certificate, financial statement or other instrument delivered by or on
behalf of the Borrower prior to the Agreement Date and delivered to the Agent
or any Lender in connection with closing the transactions contemplated hereby)
shall constitute representations and warranties made by the Borrower under this
Agreement.  All representations and
warranties made under this Agreement and the other Loan Documents shall be deemed
to be made at and as of the Agreement Date, the Effective Date and the date of
the occurrence of any Credit Event, except to the extent that such
representations and warranties expressly relate solely to an earlier date (in
which case such representations and warranties shall have been true and
accurate on and as of such earlier date) and except for changes in factual
circumstances specifically permitted hereunder.  All such representations and warranties shall survive the
effectiveness of this Agreement, the execution and delivery of the Loan
Documents and the making of the Loans.


 


ARTICLE VII. AFFIRMATIVE COVENANTS


 


For so long as
this Agreement is in effect, unless the Requisite Lenders (or, if required
pursuant to Section 12.6., all of the Lenders) shall otherwise consent in
the manner provided for in Section 12.6., the Borrower shall comply with
the following covenants:


 


Section 7.1. 
Preservation of Existence and Similar Matters.


 


Except as
otherwise permitted under Section 9.7., the Borrower shall preserve and
maintain, and cause each Subsidiary and each other Loan Party to preserve and
maintain, its respective existence, rights, franchises, licenses and privileges
in the jurisdiction of its incorporation or formation and qualify and remain
qualified and authorized to do business in each jurisdiction in which the
character of its properties or the nature of its business requires such
qualification and authorization and where the failure to be so authorized and
qualified could reasonably be expected to have a Material Adverse Effect.


 


43

















 


Section 7.2. 
Compliance with Applicable Law and Material Contracts.


 


The Borrower
shall comply, and cause each Subsidiary and each other Loan Party to comply,
with (a) all Applicable Law, including the obtaining of all Governmental
Approvals, the failure with which to comply could reasonably be expected to
have a Material Adverse Effect, and (b) all terms and conditions of all
Material Contracts to which it is a party.


 


Section 7.3. 
Maintenance of Property.


 


In addition to
the requirements of any of the other Loan Documents, the Borrower shall, and
shall cause each Subsidiary and other Loan Party to, (a) protect and preserve
all of its material properties, including, but not limited to, all Intellectual
Property, and maintain in good repair, working order and condition all tangible
properties, ordinary wear and tear excepted, and (b)  make or cause to be
made all needed and appropriate repairs, renewals, replacements and additions
to such properties, so that the business carried on in connection therewith may
be properly and advantageously conducted at all times.


 


Section 7.4. 
Conduct of Business.


 


The Borrower
shall at all times carry on, and cause its Subsidiaries and the other Loan
Parties to carry on, its respective businesses as described in
Section 6.1.(u).


 


Section 7.5. 
Insurance.


 


In addition to
the requirements of any of the other Loan Documents, the Borrower shall, and
shall cause each Subsidiary and other Loan Party to, maintain insurance with
financially sound and reputable insurance companies against such risks and in
such amounts as is customarily maintained by Persons engaged in similar
businesses or as may be required by Applicable Law, and from time to time
deliver to the Agent or any Lender upon its request a detailed list, together
with copies of all policies of the insurance then in effect, stating the names
of the insurance companies, the amounts and rates of the insurance, the dates
of the expiration thereof and the properties and risks covered thereby.


 


Section 7.6. 
Payment of Taxes and Claims.


 


The Borrower
shall, and shall cause each Subsidiary and other Loan Party to, pay and
discharge when due (a) all taxes, assessments and governmental charges or
levies imposed upon it or upon its income or profits or upon any properties
belonging to it, and (b) all lawful claims of materialmen, mechanics,
carriers, warehousemen and landlords for labor, materials, supplies and rentals
which, if unpaid, might become a Lien on any properties of such Person;
provided, however, that this Section shall not require the payment or discharge
of any such tax, assessment, charge, levy or claim which is being contested in
good faith by appropriate proceedings which operate to suspend the collection
thereof and for which adequate reserves have been established on the books of
the Borrower, such Subsidiary or such other Loan Party, as applicable, in
accordance with GAAP.


 


44

















 


Section 7.7. 
Visits and Inspections.


 


The Borrower
shall, and shall cause each Subsidiary and other Loan Party to, permit
representatives or agents of any Lender or the Agent, from time to time after
reasonable prior notice if no Event of Default shall be in existence, as often
as may be reasonably requested, but only during normal business hours and at
the expense of such Lender or the Agent (unless a Default or Event of Default
shall be continuing, in which case the exercise by the Agent or such Lender of its
rights under this Section shall be at the expense of the Borrower), as the case
may be, to: (a) visit and inspect all properties of the Borrower or such
Subsidiary or other Loan Party to the extent any such right to visit or inspect
is within the control of such Person; (b) inspect and make extracts from
their respective books and records, including but not limited to management
letters prepared by independent accountants; and (c) discuss with its
principal officers, and its independent accountants, its business, properties,
condition (financial or otherwise), results of operations and performance.  If requested by the Agent, the Borrower
shall execute an authorization letter addressed to its accountants authorizing
the Agent or any Lender to discuss the financial affairs of the Borrower and
any Subsidiary or any other Loan Party with its accountants.


 


Section 7.8. 
Use of Proceeds.


 


The Borrower
shall use the proceeds of all Loans for general business purposes only.  The Borrower shall not, and shall not permit
any Subsidiary or other Loan Party to, use any part of such proceeds to
purchase or carry, or to reduce or retire or refinance any credit incurred to
purchase or carry, any margin stock (within the meaning of Regulation U of
the Board of Governors of the Federal Reserve System) or to extend credit to
others for the purpose of purchasing or carrying any such margin stock.


 


Section 7.9. 
Environmental Matters.


 


The Borrower
shall, and shall cause all of its Subsidiaries and the other Loan Parties to,
comply with all Environmental Laws the failure with which to comply could
reasonably be expected to have a Material Adverse Effect.  If the Borrower, any Subsidiary or any other
Loan Party shall (a) receive notice that any violation of any
Environmental Law may have been committed or is about to be committed by such
Person, (b) receive notice that any administrative or judicial complaint
or order has been filed or is about to be filed against the Borrower, any
Subsidiary or any other Loan Party alleging violations of any Environmental Law
or requiring the Borrower, any Subsidiary or any other Loan Party to take any
action in connection with the release of Hazardous Materials or
(c) receive any notice from a Governmental Authority or private party
alleging that the Borrower, any Subsidiary or any other Loan Party may be
liable or responsible for costs associated with a response to or cleanup of a
release of Hazardous Materials or any damages caused thereby, and such notices,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect, the Borrower shall provide the Agent and each Lender
with a copy of such notice within 30 days after the receipt thereof by the
Borrower, any Subsidiary or any other Loan Party.  The Borrower shall, and shall cause its Subsidiaries and the
other Loan Parties to, take promptly all actions necessary to prevent the
imposition of any Liens on any of their respective properties arising out of or
related to any Environmental Laws.


 


45

















 


Section 7.10. 
Books and Records.


 


The Borrower
shall, and shall cause each of its Subsidiaries and the other Loan Parties to,
maintain books and records pertaining to its respective business operations in
such detail, form and scope as is consistent with good business practice and in
accordance with GAAP.


 


Section 7.11. 
Further Assurances.


 


The Borrower
shall, at the Borrower’s cost and expense and upon request of the Agent,
execute and deliver or cause to be executed and delivered, to the Agent such
further instruments, documents and certificates, and do and cause to be done
such further acts that may be reasonably necessary or advisable in the
reasonable opinion of the Agent to carry out more effectively the provisions and
purposes of this Agreement and the other Loan Documents.


 


Section 7.12. 
New Subsidiaries/Guarantors.


 


(a)                                  Requirement
to Become Guarantor.  Within 30 days
of any Person (other than an Excluded Subsidiary) becoming a Material
Subsidiary after the Effective Date, the Borrower shall deliver to the Agent
each of the following items, each in form and substance satisfactory to the
Agent: (a) an Accession Agreement executed by such Material Subsidiary and
(b) the items that would have been delivered under Sections 5.1.(a)(iv)
and (ix) through (xii) if such Material Subsidiary had been one on the
Effective Date; provided, however, promptly (and in any event
within 5 Business Days) upon any Excluded Subsidiary ceasing to be subject to
the restriction which prevented it from delivering an Accession Agreement
pursuant to this Section, such Subsidiary shall comply with the provisions of
this Section.  The Agent shall send to
each Lender copies of each of the foregoing items once the Agent has received
all such items with respect to a Material Subsidiary.


 


(b)                                 Release
of a Guarantor.  The Borrower may
request in writing that the Agent release, and upon receipt of such request the
Agent shall release, a Guarantor from the Guaranty so long as: (i) such
Guarantor meets, or will meet simultaneously with its release from the
Guaranty, all of the provisions of the definition of the term “Excluded
Subsidiary” or has ceased to be, or simultaneously with its release from the
Guaranty will cease to be, a Material Subsidiary; (ii) such Guarantor is
not otherwise required to be a party to the Guaranty under the immediately
preceding subsection (a); (iii) no Default or Event of Default shall
then be in existence or would occur as a result of such release, including
without limitation, a Default or Event of Default resulting from a violation of
any of the covenants contained in Section 9.1.; and (iv) the Agent
shall have received such written request at least 10 Business Days prior to the
requested date of release.  Delivery by
the Borrower to the Agent of any such request shall constitute a representation
by the Borrower that the matters set forth in the preceding sentence (both as
of the date of the giving of such request and as of the date of the
effectiveness of such request) are true and correct with respect to such
request.


 


Section 7.13. 
REIT Status.


 


The Borrower
shall at all times maintain its status as a REIT.


 


46

















 


Section 7.14. 
Exchange Listing.


 


The Borrower
shall maintain at least one class of common shares of the Borrower having
trading privileges on the New York Stock Exchange or the American Stock
Exchange or which is the subject of price quotations in the over-the-counter
market as reported by the National Association of Securities Dealers Automated
Quotation System.


 


ARTICLE VIII. INFORMATION


 


For so long as
this Agreement is in effect, unless the Requisite Lenders (or, if required
pursuant to Section 12.6., all of the Lenders) shall otherwise consent in
the manner set forth in Section 12.6., the Borrower shall furnish to each
Lender (or to the Agent if so provided below) at its Lending Office:


 


Section 8.1. 
Quarterly Financial Statements.


 


As soon as
available and in any event within 45 days after the close of each of the first,
second and third fiscal quarters of the Borrower, the unaudited consolidated
balance sheet of the Borrower and its Subsidiaries as at the end of such period
and the related unaudited consolidated statements of income, shareholders’
equity and cash flows of the Borrower and its Subsidiaries for such period,
setting forth in each case in comparative form the figures as of the end of and
for the corresponding periods of the previous fiscal year, all of which shall
be certified by the chief financial officer of the Borrower, in his or her
opinion, to present fairly, in accordance with GAAP, the consolidated financial
position of the Borrower and its Subsidiaries as at the date thereof and the
results of operations for such period (subject to normal year-end audit
adjustments).  Together with such
financial statements, the Borrower shall deliver reports, in form and detail
satisfactory to the Agent, setting forth (a) a statement of Funds From
Operations for the fiscal quarter then ending; (b) all capital expenditures
made during the fiscal quarter then ended; (c) a description of all
Properties acquired during such fiscal quarter, including the net operating
income of each such Property, acquisition costs and related mortgage debt and
such other information as the Agent may request.


 


Section 8.2. 
Year-End Statements.


 


Within 90 days
after the end of each fiscal year of the Borrower, the audited consolidated
balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal
year and the related audited consolidated statements of income, shareholders’
equity and cash flows of the Borrower and its Subsidiaries for such fiscal
year, setting forth in comparative form the figures as at the end of and for
the previous fiscal year, all of which shall be certified by (a) the chief
financial officer of the Borrower, in his or her opinion, to present fairly, in
accordance with GAAP, the consolidated financial position of the Borrower and
its Subsidiaries as at the date thereof and the results of operations for such
period and (b) independent certified public accountants of recognized
national standing acceptable to the Agent, whose certificate shall be
unqualified and in scope and substance satisfactory to the Requisite Lenders
and who shall have authorized the Borrower to deliver such financial statements
and certification thereof to the Agent and the


 


47

















 


Lenders pursuant to this Agreement. 
Together with such financial statements, the Borrower shall deliver a
report, in form and detail satisfactory to the Agent, setting forth the Net
Operating Income for each Property for such fiscal year.


 


Section 8.3. 
Compliance Certificate.


 


At the time
financial statements are furnished pursuant to Sections 8.1. and 8.2., and
within 5 Business Days of the Agent’s request with respect to any other fiscal
period, a certificate substantially in the form of Exhibit G (a
“Compliance Certificate”) executed by the chief financial officer of the
Borrower: (a) setting forth in reasonable detail as at the end of such
quarterly accounting period, fiscal year, or other fiscal period, as the case
may be, the calculations required to establish whether or not the Borrower was
in compliance with the covenants contained in Sections 9.1. through 9.3.
and 9.6., and (b) stating that, to the best of his or her knowledge,
information and belief after due inquiry, no Default or Event of Default
exists, or, if such is not the case, specifying such Default or Event of
Default and its nature, when it occurred, whether it is continuing and the
steps being taken by the Borrower with respect to such event, condition or
failure.


 


Section 8.4. 
Other Information.


 


(a)                                  Management
Reports.  Promptly upon receipt
thereof, copies of all management reports, if any, submitted to the Borrower or
its Board of Trustees by its independent public accountants including;


 


(b)                                 Securities
Filings.  Within 5 Business
Days of the filing thereof, copies of all registration statements (excluding
the exhibits thereto (unless requested by the Agent) and any registration
statements on Form S-8 or its equivalent), reports on Forms 10-K, 10-Q and 8-K
(or their equivalents) and all other periodic reports which the Borrower, any
Subsidiary or any other Loan Party shall file with the Securities and Exchange
Commission (or any Governmental Authority substituted therefor) or any national
securities exchange;


 


(c)                                  Shareholder
Information.  Promptly upon the
mailing thereof to the shareholders of the Borrower generally, copies of all
financial statements, reports and proxy statements so mailed and promptly upon
the issuance thereof copies of all press releases issued by the Borrower, any
Subsidiary or any other Loan Party;


 


(d)                                 ERISA.  If and when any member of the ERISA Group
(i) gives or is required to give notice to the PBGC of any “reportable
event” (as defined in Section 4043 of ERISA) with respect to any Plan which
might constitute grounds for a termination of such Plan under Title IV of
ERISA, or knows that the plan administrator of any Plan has given or is
required to give notice of any such reportable event, a copy of the notice of
such reportable event given or required to be given to the PBGC;
(ii) receives notice of complete or partial withdrawal liability under
Title IV of ERISA or notice that any Multiemployer Plan is in reorganization,
is insolvent or has been terminated, a copy of such notice; (iii) receives
notice from the PBGC under Title IV of ERISA of an intent to terminate, impose
liability (other than for premiums under Section 4007 of ERISA) in respect of,
or appoint a trustee to administer any Plan, a copy of such notice;
(iv) applies for a waiver of the minimum funding standard under Section
412 of the Internal


 


48

















 


Revenue Code, a copy of such application; (v) gives notice of
intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such
notice and other information filed with the PBGC; (vi) gives notice of
withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such
notice; or (vii) fails to make any payment or contribution to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement or makes any
amendment to any Plan or Benefit Arrangement which has resulted or could result
in the imposition of a Lien or the posting of a bond or other security, a
certificate of the chief financial officer of the Borrower setting forth
details as to such occurrence and the action, if any, which the Borrower or
applicable member of the ERISA Group is required or proposes to take;


 


(e)                                  Litigation.  To the extent the Borrower or any Subsidiary
is aware of the same, prompt notice of the commencement of any proceeding or
investigation by or before any Governmental Authority and any action or
proceeding in any court or other tribunal or before any arbitrator against or
in any other way relating adversely to, or adversely affecting, the Borrower or
any Subsidiary or any of their respective properties, assets or businesses
which could reasonably be expected to have a Material Adverse Effect, and
prompt notice of the receipt of notice that any United States income tax
returns of the Borrower or any of its Subsidiaries are being audited;


 


(f)                                    Modification
of Organizational Documents.  A copy
of any amendment to the articles of incorporation, bylaws, partnership
agreement or other similar organizational documents of the Borrower or any
other Loan Party promptly upon, and in any event within 15 Business Days
of, the effectiveness thereof;


 


(g)                                 Change
of Management or Financial Condition. 
Prompt notice of any change in the senior management of the Borrower,
any Subsidiary or any other Loan Party and any change in the business, assets,
liabilities, financial condition, results of operations or business prospects
of the Borrower, any Subsidiary or any other Loan Party which has had or could
reasonably be expected to have Material Adverse Effect;


 


(h)                                 Default.
Notice of the occurrence of any of the following promptly upon a Responsible
Officer obtaining knowledge thereof: (i) any Default or Event of Default or
(ii) any event which constitutes or which with the passage of time, the giving
of notice, or otherwise, would constitute a default or event of default by the
Borrower, any Subsidiary or any other Loan Party under any Material Contract to
which any such Person is a party or by which any such Person or any of its
respective properties may be bound;


 


(i)                                     Judgments.  Prompt notice of any order, judgment or
decree in excess of $5,000,000 having been entered against the Borrower, any
Subsidiary or any other Loan Party or any of their respective properties or
assets;


 


(j)                                     Notice
of Violations of Law.  Prompt notice
if the Borrower, any Subsidiary or any other Loan Party shall receive any
notification from any Governmental Authority alleging a violation of any
Applicable Law or any inquiry which could reasonably be expected to have a
Material Adverse Effect;


 


49

















 


(k)                                  Material Subsidiary. 
Prompt notice of any Person becoming a Material Subsidiary;


 


(l)                                     Material Asset Sales. 
Prompt notice of the sale, transfer or other disposition of any material
assets of the Borrower, any Subsidiary or any other Loan Party to any Person
other than the Borrower, any Subsidiary or any other Loan Party;


 


(m)                               Material
Contracts.  Promptly upon entering
into any Material Contract after the Agreement Date, a copy to the Agent of
such Material Contract; and


 


(n)                                 Other Information. 
From time to time and promptly upon each request, such data, certificates,
reports, statements, opinions of counsel, documents or further information
regarding the business, assets, liabilities, financial condition, results of
operations or business prospects of the Borrower or any of its Subsidiaries as
the Agent or any Lender may reasonably request.


 


ARTICLE IX. NEGATIVE COVENANTS


 


For so long as
this Agreement is in effect, unless the Requisite Lenders (or, if required
pursuant to Section 12.6., all of the Lenders) shall otherwise consent in
the manner set forth in Section 12.6., the Borrower shall comply with the
following covenants:


 


Section 9.1. 
Financial Covenants.


 


The Borrower
shall not permit:


 


(a)                                  Leverage
Ratio.  The ratio of (i) Total
Indebtedness to (ii) Total Asset Value, to exceed 0.550 to 1.0 at any
time.


 


(b)                                 Interest
Coverage Ratio.  The ratio of
(i) EBITDA of the Borrower and its Subsidiaries determined on a
consolidated basis for the fiscal quarter of the Borrower most recently ending
to (ii) Interest Expense of the Borrower and its Subsidiaries determined
on a consolidated basis for such period, to be less than 2.0 to 1.0 at any
time.


 


(c)                                  Minimum
Fixed Charge Coverage Ratio.  The
ratio of (i) Adjusted EBITDA for the fiscal quarter of the Borrower most
recently ending to (ii) Fixed Charges for such period, to be less than
1.750 to 1.00 at any time.


 


(d)                                 Secured
Indebtedness.  The ratio of
(i)(x) Secured Indebtedness of the Borrower and its Subsidiaries to
(y) Total Asset Value, to be greater than 0.30 to 1.00 at any time; and
(ii)(x) Secured Indebtedness (other than Nonrecourse Indebtedness) of the
Borrower and its Subsidiaries to (y) Total Asset Value, to be greater than
0.15 to 1.00 at any time.


 


(e)                                  Unencumbered
Leverage Ratio.  The ratio of
(i) Unencumbered Asset Value to (ii) Unsecured Indebtedness, to be
less than 1.750 to 1.00 at any time.


 


50

















 


(f)                                    Unencumbered
Interest Coverage Ratio.  The ratio
of (i) Unencumbered Net Operating Income to (ii) Unsecured Debt
Service for the Borrower’s fiscal quarter most recently ending, to be less than
2.0 to 1.0 at any time.


 


(g)                                 Minimum
Tangible Net Worth.  Tangible Net
Worth at any time to be less than (i) $1,250,000,000 plus (ii) 75% of
the Net Proceeds of all Equity Issuances effected by the Borrower or any
Subsidiary (other Equity Issuances to the Borrower or any Subsidiary) after the
Agreement Date.


 


(h)                                 Floating
Rate Debt.  The aggregate principal amount of all outstanding
Floating Rate Debt to exceed at any time an amount equal to the greater of
(i) 25.0% of Total Asset Value and (ii) the sum of (x) the
aggregate amount of the Commitments (as defined in the Revolving Credit
Agreement) plus (y) the aggregate principal balance of the Term Loans.


 


(i)                                     Total Assets Owned by Borrower and Guarantors.  The
amount of Total Asset Value directly owned by the Borrower and the Guarantors
to be less than 95.0% of Total Asset Value (excluding the amount of Total Asset
Value, if any, then attributable to Excluded Subsidiaries).


 


Section 9.2. 
Indebtedness.


 


The Borrower
shall not, and shall not permit any Subsidiary or any other Loan Party to,
create, incur, assume, or permit or suffer to exist, any Indebtedness other
than the following:


 


(a)                                  the
Obligations;


 


(b)                                 Indebtedness
set forth on Schedule 6.1.(g);


 


(c)                                  intercompany
Indebtedness among the Borrower and its Wholly Owned Subsidiaries; provided,
however, that the obligations of the Borrower and each Guarantor in respect of
such intercompany Indebtedness shall be subordinate to the Obligations; and


 


(d)                                 any
other Indebtedness of a type not described above in this Section and created,
incurred or assumed after the Agreement Date so long as immediately prior to
the creation, incurring or assumption thereof, and immediately thereafter and
after giving effect thereto, no Default or Event of Default is or would be in
existence, including without limitation, a Default or Event of Default
resulting from a violation of any of the covenants contained in
Section 9.1.


 


Section 9.3. Certain Permitted Investments.


 


The Borrower
shall not, and shall not permit any Subsidiary or any other Loan Party to, make
any Investment in or otherwise own the following items which would cause the
aggregate value of such holdings of the Borrower and such other Subsidiaries to
exceed the applicable limits set forth below at such time:


 


(a)                                  Investments in Persons which are not
Subsidiaries (including ownership of Indebtedness secured by real property but
excluding the Borrower’s Investments in SNH


 


51

















 


and HPT), such that the
aggregate book value of such Investments exceeds 25.0% of Total Asset Value at
any time;


 


(b)                                 Developable Property, such that the
aggregate book value of all such Developable Property exceeds 7.5% of Total
Asset Value at any time;


 


(c)                                  Assets Under Development such that the
aggregate Construction Budget for all such Assets Under Development exceeds
15.0% of Total Asset Value at any time. 
For purposes of this subsection, (i) ”Construction Budget” means
the fully-budgeted costs for the acquisition and construction of a given piece
of real property (including without limitation, the cost of acquiring such
piece of real property (except to the extent any portion thereof is Developable
Property included in the immediately preceding subsection (b)), reserves
for construction interest and operating deficits, tenant improvements, leasing
commissions, and infrastructure costs) as reasonably determined by the Borrower
in good faith and (ii) real property under construction to be (but not
yet) acquired by the Borrower or a Subsidiary upon completion of construction
pursuant to a contract in which the seller of such real property is required to
complete construction prior to, and as a condition precedent to, such
acquisition, shall be subject to this subsection; and


 


(d)                                 Investments in “taxable REIT
subsidiaries” (as defined in Section 856(l) of the Internal Revenue Code),
such that the aggregate book value of such Investments exceeds 20% of Total
Asset Value at any time.


 


In addition to the foregoing
limitations, the aggregate value of all of the items subject to the limitations
in the preceding clauses (a), (b) and (d) shall not exceed 25.0% of Total
Asset Value at any time.


 


Section 9.4. 
Investments Generally.


 


The Borrower
shall not, and shall not permit any Subsidiary or other Loan Party to, directly
or indirectly, acquire, make or purchase any Investment, or permit any
Investment of such Person to be outstanding on and after the Agreement Date,
other than the following:


 


(a)                                  Investments
in Subsidiaries in existence on the Agreement Date and disclosed on Part I
of Schedule 6.1.(b);


 


(b)                                 Investments
to acquire Equity Interests of a Subsidiary or any other Person who after
giving effect to such acquisition would be a Subsidiary, so long as in each
case (i) immediately prior to such Investment, and after giving effect
thereto, no Default or Event of Default is or would be in existence and
(ii) if such Subsidiary is (or after giving effect to such Investment
would become) a Material Subsidiary, the terms and conditions set forth in
Section 7.12. are satisfied;


 


(c)                                  Investments
permitted under Section 9.3.;


 


52

















 


(d)                                 Investments
in Cash Equivalents;


 


(e)                                  intercompany
Indebtedness among the Borrower and its Wholly Owned Subsidiaries provided that
such Indebtedness is permitted by the terms of Section 9.2.;


 


(f)                                    loans
and advances to officers and employees for moving, entertainment, travel and
other similar expenses in the ordinary course of business consistent with past
practices; and


 


(g)                                 any
other Investment so long as immediately prior to making such Investment, and
immediately thereafter and after giving effect thereto, no Default or Event of
Default is or would be in existence, including without limitation, a Default or
Event of Default resulting from a violation of Section 7.4.


 


Notwithstanding the foregoing,
the Borrower shall not, and shall not permit any Subsidiary to, directly or
indirectly, acquire, make or purchase any Investment that is an Equity Interest
in HPT or SNH, or permit any such Investment to be outstanding on and after the
Agreement Date, other than the Investments set forth on Schedule 9.4.


 


Section 9.5. 
Liens; Negative Pledges; Other Matters.


 


(a)                                  The
Borrower shall not, and shall not permit any Subsidiary or other Loan Party to,
create, assume, or incur any Lien (other than Permitted Liens) upon any of its
properties, assets, income or profits of any character whether now owned or
hereafter acquired if immediately prior to the creation, assumption or
incurring of such Lien, or immediately thereafter, a Default or Event of
Default is or would be in existence, including without limitation, a Default or
Event of Default resulting from a violation of any of the covenants contained
in Section 9.1.;


 


(b)                                 The
Borrower shall not, and shall not permit any Subsidiary or other Loan Party to,
enter into, assume or otherwise be bound by any Negative Pledge except for a
Negative Pledge contained in any agreement (i) evidencing Indebtedness
which the Borrower or such Subsidiary may create, incur, assume, or permit or
suffer to exist under Section 9.2.; (ii) which Indebtedness is
secured by a Lien permitted to exist and (iii) which prohibits the
creation of any other Lien on only the property securing such Indebtedness as
of the date such agreement was entered into;


 


(c)                                  The Borrower shall not, and shall not
permit any Subsidiary or other Loan Party to, create or otherwise cause or
suffer to exist or become effective any consensual encumbrance or restriction
of any kind on the ability of any Subsidiary (other than an Excluded
Subsidiary) to: (i) pay dividends or make any other distribution on any of
such Subsidiary’s capital stock or other equity interests owned by the Borrower
or any Subsidiary; (ii) pay any Indebtedness owed to the Borrower or any
Subsidiary; (iii) make loans or advances to the Borrower or any
Subsidiary; or (iv) transfer any of its property or assets to the Borrower
or any Subsidiary.


 


53

















 


Section 9.6. 
Restricted Payments.


 


The Borrower
shall not, and shall not permit any Subsidiary or other Loan Party to, declare
or make any Restricted Payment; provided, however, that:


 


(a)                                  the
Borrower may (x) declare and make cash distributions to its common shareholders
during any fiscal year in an aggregate amount not to exceed the greater of
(i) 90.0% of Funds From Operations of the Borrower for such fiscal year or
(ii) the amount for the Borrower to remain in compliance with
Section 7.13. and (y) declare and make Preferred Dividends;


 


(b)                                 the
Borrower may make cash distributions to its shareholders of capital gains
resulting from gains from certain asset sales to the extent necessary to avoid
payment of taxes on such asset sales imposed under Sections 857(b)(3) and
4981 of the Internal Revenue Code;


 


(c)                                  the
Borrower may make cash payments to repurchase outstanding shares of any of its
Preferred Stock, common stock or other similar common Equity Interests;


 


(d)                                 Subsidiaries
may pay Restricted Payments to the Borrower or any other Subsidiary; and


 


(e)                                  the
Borrower may distribute any extraordinary distributions received by the
Borrower in respect of its Investments in SNH and HPT.


 


Notwithstanding the foregoing,
but subject to the following sentence, if a Default or Event of Default shall
have occurred and be continuing, the Borrower may only declare or make cash
distributions to its shareholders during any fiscal year in an aggregate amount
not to exceed the minimum amount necessary for the Borrower to remain in compliance
with Section 7.13.  If a Default or
Event of Default specified in Section 10.1.(a), Section 10.1.(f) or
Section 10.1.(g) shall have occurred and be continuing, or if as a result
of the occurrence of any other Event of Default the Obligations have been
accelerated pursuant to Section 10.2.(a), the Borrower shall not, and
shall not permit any Subsidiary or other Loan Party to, make any Restricted
Payments to any Person whatsoever other than to the Borrower or any Guarantor.


 


Section 9.7. 
Merger, Consolidation, Sales of Assets and Other Arrangements.


 


The Borrower
shall not, and shall not permit any Subsidiary or other Loan Party to:
(i) enter into any transaction of merger or consolidation;
(ii) liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution); or (iii) convey, sell, lease, sublease, transfer or
otherwise dispose of, in one transaction or a series of transactions, all or
any substantial part of its business or assets, whether now owned or hereafter
acquired; provided, however, that:


 


(a)                                  any
of the actions described in the immediately preceding clauses (i) through
(iii) may be taken with respect to any Subsidiary or any other Loan Party
(other than the Borrower) so long as immediately prior to the taking of such
action, and immediately thereafter and after giving effect thereto, no Default
or Event of Default is or would be in existence;


 


54

















 


(b)                                 the
Borrower, its Subsidiaries and the other Loan Parties may lease and sublease
their respective assets, as lessor or sublessor (as the case may be), in the
ordinary course of their business;


 


(c)                                  a
Person may merge with and into the Borrower so long as (i) the Borrower is
the survivor of such merger, (ii) immediately prior to such merger, and
immediately thereafter and after giving effect thereto, no Default or Event of
Default is or would be in existence; and (iii) the Borrower shall have
given the Agent and the Lenders at least 10 Business Days’ prior written notice
of such merger (except that such prior notice shall not be required in the case
of the merger of a Subsidiary with and into the Borrower); and


 


(d)                                 the
Borrower and each Subsidiary may sell, transfer or dispose of assets among
themselves.


 


Section 9.8. 
Fiscal Year.


 


The Borrower
shall not change its fiscal year from that in effect as of the Agreement Date.


 


Section 9.9. 
Modifications to Advisory Agreement and Other Material Contracts.


 


The Borrower
shall not default in any material respect in the performance of any of its
obligations under the Advisory Agreement or the Management Agreement or permit
the Advisory Agreement or the Management Agreement to be canceled or terminated
prior to its stated maturity. The Borrower shall not enter into any material
amendment, modification or waiver of or with respect to any of the terms of the
Advisory Agreement or the Management Agreement, except for extensions
thereof.  With respect to Material
Contracts other than the Advisory Agreement and the Management Agreement, the
Borrower shall not, and shall not permit any Subsidiary or other Loan Party to,
enter into any amendment or modification to any such Material Contract which
could reasonably be expected to have a Material Adverse Effect.


 


Section 9.10. 
Transactions with Affiliates.


 


The Borrower
shall not, and shall not permit any of its Subsidiaries or any other Loan Party
to, permit to exist or enter into, any transaction (including the purchase,
sale, lease or exchange of any property or the rendering of any service) with
any Affiliate, except transactions in the ordinary course of and pursuant to
the reasonable requirements of the business of the Borrower or any of its
Subsidiaries and upon fair and reasonable terms which are no less favorable to
the Borrower or such Subsidiary than would be obtained in a comparable arm’s
length transaction with a Person that is not an Affiliate.


 


Section 9.11. 
ERISA Exemptions.


 


The Borrower
shall not, and shall not permit any Subsidiary to, permit any of its respective
assets to become or be deemed to be “plan assets” within the meaning of ERISA,
the Internal Revenue Code and the respective regulations promulgated
thereunder.


 


55

















 


ARTICLE X. DEFAULT


 


Section 10.1. 
Events of Default.


 


Each of the
following shall constitute an Event of Default, whatever the reason for such
event and whether it shall be voluntary or involuntary or be effected by
operation of Applicable Law or pursuant to any judgment or order of any
Governmental Authority:


 


(a)                                  Default
in Payment of Principal.  The
Borrower shall fail to pay when due (whether upon demand, at maturity, by
reason of acceleration or otherwise) the principal of any of the Loans.


 


(b)                                 Default
in Payment of Interest and Other Obligations.  The Borrower shall fail to pay when due any interest on any of
the Loans or any of the other payment Obligations owing by the Borrower under
this Agreement or any other Loan Document, or any other Loan Party shall fail
to pay when due any payment Obligation owing by such other Loan Party under any
Loan Document to which it is a party, and such failure shall continue for a
period of 5 Business Days.


 


(c)                                  Default
in Performance.  (i) The
Borrower shall fail to perform or observe any term, covenant, condition or
agreement contained in Section 8.4.(h) or in Article IX. or
(ii) the Borrower or any other Loan Party shall fail to perform or observe
any term, covenant, condition or agreement contained in this Agreement or any
other Loan Document to which it is a party and not otherwise mentioned in this
Section and such failure shall continue for a period of 30 days after the
earlier of (x) the date upon which a Responsible Officer of the Borrower
or such Loan Party obtains knowledge of such failure or (y) the date upon
which the Borrower has received written notice of such failure from the Agent.


 


(d)                                 Misrepresentations.  Any written statement, representation or
warranty made or deemed made by or on behalf of the Borrower or any other Loan
Party under this Agreement or under any other Loan Document, or any amendment
hereto or thereto, or in any other writing or statement at any time furnished
or made or deemed made by or on behalf of the Borrower or any other Loan Party
to the Agent or any Lender, shall at any time prove to have been incorrect or
misleading, in light of the circumstances in which made or deemed made, in any
material respect when furnished or made or deemed made.


 


(e)                                  Indebtedness
Cross-Default.


 


(i)                                     The
Borrower, any Subsidiary or any other Loan Party shall fail to pay when due and
payable the principal of, or interest on, any Indebtedness or Subordinated Debt
(other than (A) the Loans and (B) Nonrecourse Indebtedness of
Excluded Subsidiaries) having an aggregate outstanding principal amount of
$10,000,000 or more (“Material Indebtedness”) or any Excluded Subsidiary shall
fail to pay when due and payable the principal of, or interest on, Nonrecourse
Indebtedness having an aggregate outstanding principal amount of $75,000,000 or
more; or


 


(ii)                                  (x) The
maturity of any Material Indebtedness shall have been accelerated in accordance
with the provisions of any indenture, contract or instrument evidencing,


 


56

















 


providing for
the creation of or otherwise concerning such Material Indebtedness or
(y) any Material Indebtedness shall have been required to be prepaid or
repurchased prior to the stated maturity thereof; or


 


(iii)                               any
other event shall have occurred and be continuing which, with or without the
passage of time, the giving of notice, or both, would permit any holder or
holders of Material Indebtedness, any trustee or agent acting on behalf of such
holder or holders or any other Person, to accelerate the maturity of any such
Material Indebtedness or require any such Material Indebtedness to be prepaid
or repurchased prior to its stated maturity.


 


(f)                                    Voluntary
Bankruptcy Proceeding.  The
Borrower, any other Loan Party or any Subsidiary (other than (x) an Excluded
Subsidiary all Indebtedness of which is Nonrecourse Indebtedness or (y) a
Subsidiary that, together with all other Subsidiaries then subject to a
bankruptcy proceeding or other proceeding or condition described in this
subsection or the immediately following subsection, does not account for more
than $10,000,000 of Total Asset Value) shall: 
(i) commence a voluntary case under the Bankruptcy Code of 1978, as
amended, or other federal bankruptcy laws (as now or hereafter in effect);
(ii) file a petition seeking to take advantage of any other Applicable
Laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization,
winding-up, or composition or adjustment of debts; (iii) consent to, or
fail to contest in a timely and appropriate manner, any petition filed against
it in an involuntary case under such bankruptcy laws or other Applicable Laws
or consent to any proceeding or action described in the immediately following
subsection; (iv) apply for or consent to, or fail to contest in a timely
and appropriate manner, the appointment of, or the taking of possession by, a
receiver, custodian, trustee, or liquidator of itself or of a substantial part
of its property, domestic or foreign; (v) admit in writing its inability
to pay its debts as they become due; (vi) make a general assignment for
the benefit of creditors; (vii) make a conveyance fraudulent as to
creditors under any Applicable Law; or (viii) take any corporate or
partnership action for the purpose of effecting any of the foregoing.


 


(g)                                 Involuntary
Bankruptcy Proceeding.  A case or
other proceeding shall be commenced against the Borrower, any other Loan Party
or any Subsidiary (other than (x) an Excluded Subsidiary all Indebtedness of
which is Nonrecourse Indebtedness or (y) a Subsidiary that, together with all
other Subsidiaries then subject to a bankruptcy proceeding or other proceeding
or condition described in this subsection or the immediately preceding
subsection, does not account for more than $10,000,000 of Total Asset Value) or
any other Loan Party, in any court of competent jurisdiction seeking:  (i) relief under the Bankruptcy Code of
1978, as amended, or other federal bankruptcy laws (as now or hereafter in
effect) or under any other Applicable Laws, domestic or foreign, relating to
bankruptcy, insolvency, reorganization, winding-up, or composition or
adjustment of debts; or (ii) the appointment of a trustee, receiver,
custodian, liquidator or the like of such Person, or of all or any substantial
part of the assets, domestic or foreign, of such Person, and such case or
proceeding shall continue undismissed or unstayed for a period of
60 consecutive calendar days, or an order granting the remedy or other
relief requested in such case or proceeding against the Borrower, such
Subsidiary or such other Loan Party (including, but not limited to, an order
for relief under such Bankruptcy Code or such other federal bankruptcy laws)
shall be entered.


 


57

















 


(h)                                 Litigation;
Enforceability.  The Borrower or any
other Loan Party shall disavow, revoke or terminate (or attempt to terminate)
any Loan Document to which it is a party or shall otherwise challenge or
contest in any action, suit or proceeding in any court or before any
Governmental Authority the validity or enforceability of this Agreement, any
Note or any other Loan Document or this Agreement, any Note, the Guaranty or
any other Loan Document shall cease to be in full force and effect (except as a
result of the express terms thereof).


 


(i)                                     Judgment.  A judgment or order for the payment of money
or for an injunction shall be entered against the Borrower, any Subsidiary or
any other Loan Party, by any court or other tribunal and (i) such judgment
or order shall continue for a period of 30 days without being paid, stayed or
dismissed through appropriate appellate proceedings and (ii) either
(A) the amount of such judgment or order for which insurance has not been
acknowledged in writing by the applicable insurance carrier (or the amount as
to which the insurer has denied liability) exceeds, individually or together
with all other such outstanding judgments or orders entered against the
Borrower, such Subsidiaries and such other Loan Parties, $10,000,000 or
(B) in the case of an injunction or other non-monetary judgment, such
judgment could reasonably be expected to have a Material Adverse Effect.


 


(j)                                     Attachment.  A warrant, writ of attachment, execution or
similar process shall be issued against any property of the Borrower, any
Subsidiary or any other Loan Party which exceeds, individually or together with
all other such warrants, writs, executions and processes, $10,000,000 in amount
and such warrant, writ, execution or process shall not be discharged, vacated,
stayed or bonded for a period of 30 days; provided, however, that if a bond has
been issued in favor of the claimant or other Person obtaining such warrant,
writ, execution or process, the issuer of such bond shall execute a waiver or
subordination agreement in form and substance satisfactory to the Agent
pursuant to which the issuer of such bond subordinates its right of
reimbursement, contribution or subrogation to the Obligations and waives or
subordinates any Lien it may have on the assets of any Loan Party.


 


(k)                                  ERISA.  Any member of the ERISA Group shall fail to
pay when due an amount or amounts aggregating in excess of $10,000,000 which it
shall have become liable to pay under Title IV of ERISA; or notice of intent to
terminate a Material Plan shall be filed under Title IV of ERISA by any member
of the ERISA Group, any plan administrator or any combination of the foregoing;
or the PBGC shall institute proceedings under Title IV of ERISA to terminate,
to impose liability (other than for premiums under Section 4007 of ERISA) in
respect of, or to cause a trustee to be appointed to administer, any Material
Plan; or a condition shall exist by reason of which the PBGC would be entitled
to obtain a decree adjudicating that any Material Plan must be terminated; or
there shall occur a complete or partial withdrawal from, or a default, within
the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more
Multiemployer Plans which could cause one or more members of the ERISA Group to
incur a current payment obligation in excess of $10,000,000.


 


(l)                                     Loan
Documents.  An Event of Default (as
defined therein) shall occur under any of the other Loan Documents.


 


58

















 


(m)                               Change
of Control.


 


(i)                                     any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is or becomes
the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act, except that a Person will be deemed to have “beneficial ownership” of all
securities that such Person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than 15% of the total voting power of the then outstanding
voting stock of the Borrower; or


 


(ii)                                  during any period of 12 consecutive
months ending after the Agreement Date, individuals who at the beginning of any
such 12-month period constituted the Board of Directors of the Borrower
(together with any new directors whose election by such Board or whose
nomination for election by the shareholders of the Borrower was approved by a
vote of a majority of the directors then still in office who were either
directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a
majority of the Board of Directors of the Borrower then in office;


 


(iii)                               at least 750,000 shares of the
outstanding common stock of the Borrower (such number to be adjusted for any
division, reclassification, stock dividend and any other similar dilutive
events) shall in the aggregate cease to be owned beneficially and of record by
(A) Barry M. Portnoy or Gerard M. Martin; (B) any of their immediate
family members consisting of their respective spouses and lineal descendants
(whether natural or adopted), and (C) any corporations, limited liability
companies, trusts or other legal entities which are beneficially owned solely
by any of the foregoing;


 


(iv)                              RMR shall cease for any reason to act as
the sole investment advisor to the Borrower; or


 


(v)                                 any three of Barry M. Portnoy, Gerard M.
Martin, John C. Popeo, John A. Mannix, David M. Lepore, Jennifer B. Clark or
Adam Portnoy (or a substitute elected by the directors or trustees of RMR or
the Borrower, as the case may be, and which is reasonably satisfactory to the
Requisite Lenders) shall cease to serve as an officer, director or trustee of
RMR or the Borrower in a position, in the case of an officer, of equal or
greater seniority to the respective offices each holds with RMR or the
Borrower, as the case may be as of the Agreement Date.


 


Section 10.2. 
Remedies Upon Event of Default.


 


Upon the
occurrence of an Event of Default the following provisions shall apply:


 


(a)                                  Acceleration;
Termination of Facilities.


 


(i)                                     Automatic.  Upon the occurrence of an Event of Default
specified in Sections 10.1.(f) or 10.1.(g), (A) the principal of, and all
accrued interest on, the Loans


 


59

















 


and the Notes
at the time outstanding, and (B) all of the other Obligations of the Borrower,
including, but not limited to, the other amounts owed to the Lenders and the
Agent under this Agreement, the Notes or any of the other Loan Documents shall
become immediately and automatically due and payable by the Borrower without
presentment, demand, protest, or other notice of any kind, all of which are
expressly waived by the Borrower.


 


(ii)                                  Optional.  If any other Event of Default shall have
occurred and be continuing, the Agent shall, at the direction of the Requisite
Lenders (A) declare the principal of, and accrued interest on, the Loans
and the Notes at the time outstanding, and (B) all of the other
Obligations, including, but not limited to, the other amounts owed to the
Lenders and the Agent under this Agreement, the Notes or any of the other Loan
Documents to be forthwith due and payable, whereupon the same shall immediately
become due and payable without presentment, demand, protest or other notice of
any kind, all of which are expressly waived by the Borrower.


 


(b)                                 Loan
Documents.  The Requisite Lenders
may direct the Agent to, and the Agent if so directed shall, exercise any and
all of its rights under any and all of the other Loan Documents.


 


(c)                                  Applicable
Law.  The Requisite Lenders may
direct the Agent to, and the Agent if so directed shall, exercise all other
rights and remedies it may have under any Applicable Law.


 


(d)                                 Appointment
of Receiver.  To the extent
permitted by Applicable Law, the Agent and the Lenders shall be entitled to the
appointment of a receiver for the assets and properties of the Borrower and its
Subsidiaries, without notice of any kind whatsoever and without regard to the
adequacy of any security for the Obligations or the solvency of any party bound
for its payment, to take possession of all or any portion of the business
operations of the Borrower and its Subsidiaries and to exercise such power as
the court shall confer upon such receiver.


 


Section 10.3. 
Allocation of Proceeds.


 


If an Event of
Default shall have occurred and be continuing and maturity of any of the
Obligations has been accelerated, all payments received by the Agent under any
of the Loan Documents, in respect of any principal of or interest on the
Obligations or any other amounts payable by the Borrower hereunder or
thereunder, shall be applied in the following order and priority:


 


(a)                                  amounts
due to the Agent and the Lenders in respect of fees and expenses due under
Section 12.2.;


 


(b)                                 payments
of interest on the Loans, to be applied for the ratable benefit of the Lenders;


 


(c)                                  payments
of principal of the Loans, to be applied for the ratable benefit of the
Lenders;


 


60

















 


(d)                                 amounts
due the Agent and the Lenders pursuant to Sections 11.7. and 12.9.;


 


(e)                                  payments
of all other amounts due and owing by the Borrower under any of the Loan
Documents, if any, to be applied for the ratable benefit of the Lenders; and


 


(f)                                    any
amount remaining after application as provided above, shall be paid to the
Borrower or whomever else may be legally entitled thereto.


 


Section 10.4. 
Performance by Agent.


 


If the
Borrower shall fail to perform any covenant, duty or agreement contained in any
of the Loan Documents, the Agent may perform or attempt to perform such
covenant, duty or agreement on behalf of the Borrower after the expiration of
any cure or grace periods set forth herein. 
In such event, the Borrower shall, at the request of the Agent, promptly
pay any amount reasonably expended by the Agent in such performance or attempted
performance to the Agent, together with interest thereon at the applicable
Post-Default Rate from the date of such expenditure until paid.  Notwithstanding the foregoing, neither the
Agent nor any Lender shall have any liability or responsibility whatsoever for
the performance of any obligation of the Borrower under this Agreement or any
other Loan Document.


 


Section 10.5. 
Rights Cumulative.


 


The rights and
remedies of the Agent and the Lenders under this Agreement and each of the
other Loan Documents shall be cumulative and not exclusive of any rights or
remedies which any of them may otherwise have under Applicable Law.  In exercising their respective rights and
remedies the Agent and the Lenders may be selective and no failure or delay by
the Agent or any of the Lenders in exercising any right shall operate as a
waiver of it, nor shall any single or partial exercise of any power or right
preclude its other or further exercise or the exercise of any other power or
right.


 


ARTICLE XI. THE AGENT


 


Section 11.1. 
Authorization and Action.


 


Each
Lender hereby appoints and authorizes the Agent to take such action as
contractual representative on such Lender’s behalf and to exercise such powers
under this Agreement and the other Loan Documents as are specifically delegated
to the Agent by the terms hereof and thereof, together with such powers as are
reasonably incidental thereto.  Not in
limitation of the foregoing, each Lender authorizes and directs the Agent to
enter into the Loan Documents for the benefit of the Lenders.  Each Lender hereby agrees that, except as
otherwise set forth herein, any action taken by the Requisite Lenders in
accordance with the provisions of this Agreement or the Loan Documents, and the
exercise by the Requisite Lenders of the powers set forth herein or therein, together
with such other powers as are reasonably incidental thereto, shall be
authorized and binding upon all of the Lenders.  Nothing herein shall be construed to deem the Agent a


 


61

















 


trustee or fiduciary for any
Lender nor to impose on the Agent duties or obligations other than those
expressly provided for herein.  At the
request of a Lender, the Agent will forward to such Lender copies or, where
appropriate, originals of the documents delivered to the Agent pursuant to this
Agreement or the other Loan Documents. 
The Agent will also furnish to any Lender, upon the request of such
Lender, a copy of any certificate or notice furnished to the Agent by the
Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to
this Agreement or any other Loan Document not already delivered to such Lender
pursuant to the terms of this Agreement or any such other Loan Document.  As to any matters not expressly provided for
by the Loan Documents (including, without limitation, enforcement or collection
of any of the Obligations), the Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Requisite Lenders (or all of the Lenders if
explicitly required under any other provision of this Agreement), and such
instructions shall be binding upon all Lenders and all holders of any of the
Obligations; provided, however, that, notwithstanding anything in this
Agreement to the contrary, the Agent shall not be required to take any action
which exposes the Agent to personal liability or which is contrary to this
Agreement or any other Loan Document or Applicable Law.  Not in limitation of the foregoing, the
Agent shall not exercise any right or remedy it or the Lenders may have under
any Loan Document upon the occurrence of a Default or an Event of Default
unless the Requisite Lenders have so directed the Agent to exercise such right
or remedy.


 


Section 11.2. 
Agent’s Reliance, Etc.


 


Notwithstanding
any other provisions of this Agreement or any other Loan Documents, neither the
Agent nor any of its directors, officers, agents, employees or counsel shall be
liable for any action taken or omitted to be taken by it or them under or in
connection with this Agreement, except for its or their own gross negligence or
willful misconduct.  Without limiting
the generality of the foregoing, the Agent: (a) may treat the payee of any
Note as the holder thereof until the Agent receives written notice of the
assignment or transfer thereof signed by such payee and in form satisfactory to
the Agent; (b) may consult with legal counsel (including its own counsel
or counsel for the Borrower or any other Loan Party), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants or experts; (c) makes no warranty or
representation to any Lender or any other Person and shall not be responsible
to any Lender or any other Person for any statements, warranties or
representations made by any Person in or in connection with this Agreement or
any other Loan Document; (d) shall not have any duty to ascertain or to inquire
as to the performance or observance of any of the terms, covenants or
conditions of any of this Agreement or any other Loan Document or the
satisfaction of any conditions precedent under this Agreement or any Loan
Document on the part of the Borrower or other Persons or inspect the property,
books or records of the Borrower or any other Person; (e) shall not be
responsible to any Lender for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any other Loan Document,
any other instrument or document furnished pursuant thereto or any collateral
covered thereby or the perfection or priority of any Lien in favor of the Agent
on behalf of the Lenders in any such collateral; and (f) shall incur no
liability under or in respect of this Agreement or any other Loan Document by
acting upon any notice, consent,


 


62

















 


certificate or other instrument or writing (which may be by telephone
or telecopy) believed by it to be genuine and signed, sent or given by the
proper party or parties.


 


Section 11.3. 
Notice of Defaults.


 


The Agent
shall not be deemed to have knowledge or notice of the occurrence of a Default
or Event of Default unless the Agent has received notice from a Lender or the
Borrower referring to this Agreement, describing with reasonable specificity
such Default or Event of Default and stating that such notice is a “notice of
default.”  If any Lender (excluding the
Lender which is also serving as the Agent) becomes aware of any Default or
Event of Default, it shall promptly send to the Agent such a “notice of
default.”  Further, if the Agent
receives such a “notice of default”, the Agent shall give prompt notice thereof
to the Lenders.


 


Section 11.4. 
Wachovia as Lender.


 


Wachovia, as a
Lender, shall have the same rights and powers under this Agreement and any
other Loan Document as any other Lender and may exercise the same as though it
were not the Agent; and the term “Lender” or “Lenders” shall, unless otherwise
expressly indicated, include Wachovia in each case in its individual
capacity.  Wachovia and its affiliates
may each accept deposits from, maintain deposits or credit balances for, invest
in, lend money to, act as trustee under indentures of, serve as financial
advisor to, and generally engage in any kind of business with, the Borrower,
any other Loan Party or any other affiliate thereof as if it were any other
bank and without any duty to account therefor to the other Lenders.  Further, the Agent and any affiliate may
accept fees and other consideration from the Borrower for services in
connection with this Agreement and otherwise without having to account for the
same to the other Lenders.


 


Section 11.5. 
Approvals of Lenders.


 


All
communications from the Agent to any Lender requesting such Lender’s
determination, consent, approval or disapproval (a) shall be given in the
form of a written notice to such Lender, (b) shall be accompanied by a
description of the matter or issue as to which such determination, approval,
consent or disapproval is requested, or shall advise such Lender where
information, if any, regarding such matter or issue may be inspected, or shall
otherwise describe the matter or issue to be resolved, (c) shall include,
if reasonably requested by such Lender and to the extent not previously
provided to such Lender, written materials and a summary of all oral
information provided to the Agent by the Borrower in respect of the matter or
issue to be resolved, and (d) shall include the Agent’s recommended course
of action or determination in respect thereof. 
Each Lender shall reply promptly, but in any event within 10 Business
Days (or such lesser or greater period as may be specifically required under
the Loan Documents) of receipt of such communication.  Except as otherwise provided in this Agreement and except with
respect to items requiring the unanimous consent or approval of the Lenders
under Section 12.6., unless a Lender shall give written notice to the
Agent that it specifically objects to the recommendation or determination of
the Agent (together with a written explanation of the reasons behind such
objection) within the applicable time period for reply, such Lender shall be
deemed to have conclusively approved of or consented to such recommendation or
determination.


 


63

















 


Section 11.6. 
Lender Credit Decision, Etc.


 


Each Lender
expressly acknowledges and agrees that neither the Agent nor any of its
officers, directors, employees, agents, counsel, attorneys-in-fact or other
affiliates has made any representations or warranties as to the financial
condition, operations, creditworthiness, solvency or other information
concerning the business or affairs of the Borrower, any other Loan Party, any
Subsidiary or any other Person  to such
Lender and that no act by the Agent hereafter taken, including any review of
the affairs of the Borrower, shall be deemed to constitute any such
representation or warranty by the Agent to any Lender.  Each Lender acknowledges that it has,
independently and without reliance upon the Agent, any other Lender or counsel
to the Agent, or any of their respective officers, directors, employees and
agents, and based on the financial statements of the Borrower, the Subsidiaries
or any other Affiliate thereof, and inquiries of such Persons, its independent
due diligence of the business and affairs of the Borrower, the Loan Parties,
the Subsidiaries and other Persons, its review of the Loan Documents, the legal
opinions required to be delivered to it hereunder, the advice of its own
counsel and such other documents and information as it has deemed appropriate,
made its own credit and legal analysis and decision to enter into this
Agreement and the transaction contemplated hereby.  Each Lender also acknowledges that it will, independently and
without reliance upon the Agent, any other Lender or counsel to the Agent or
any of their respective officers, directors, employees and agents, and based on
such review, advice, documents and information as it shall deem appropriate at
the time, continue to make its own decisions in taking or not taking action
under the Loan Documents.  Except for
notices, reports and other documents and information expressly required to be
furnished to the Lenders by the Agent under this Agreement or any of the other
Loan Documents, the Agent shall have no duty or responsibility to provide any
Lender with any credit or other information concerning the business,
operations, property, financial and other condition or creditworthiness of the
Borrower, any other Loan Party or any other Affiliate thereof which may come
into possession of the Agent or any of its officers, directors, employees,
agents, attorneys-in-fact or other Affiliates. 
Each Lender acknowledges that the Agent’s legal counsel in connection
with the transactions contemplated by this Agreement is only acting as counsel
to the Agent and is not acting as counsel to such Lender.


 


Section 11.7. 
Indemnification of Agent.


 


Each Lender
agrees to indemnify the Agent (to the extent not reimbursed by the Borrower and
without limiting the obligation of the Borrower to do so) pro rata in
accordance with such Lender’s respective Commitment Percentage, from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may at any time be imposed on, incurred by, or asserted
against the Agent (in its capacity as Agent but not as a Lender) in any way
relating to or arising out of the Loan Documents, any transaction contemplated
hereby or thereby or any action taken or omitted by the Agent under the Loan
Documents (collectively, “Indemnifiable Amounts”); provided, however, that no
Lender shall be liable for any portion of such Indemnifiable Amounts to the
extent resulting from the Agent’s gross negligence or willful misconduct or if
the Agent fails to follow the written direction of the Requisite Lenders unless
such failure is pursuant to the reasonable advice of counsel of which the
Lenders have received notice.  Without
limiting the generality of the foregoing but subject to the preceding proviso,


 


64

















 


each Lender agrees to reimburse the Agent (to the extent not reimbursed
by the Borrower and without limiting the obligation of the Borrower to do so)
promptly upon demand for its ratable share of any out-of-pocket expenses
(including counsel fees of the counsel(s) of the Agent’s own choosing) incurred
by the Agent in connection with the preparation, negotiation, execution, or
enforcement of, or legal advice with respect to the rights or responsibilities
of the parties under, the Loan Documents, any suit or action brought by the
Agent to enforce the terms of the Loan Documents and/or collect any
Obligations, any “lender liability” suit or claim brought against the Agent
and/or the Lenders, and any claim or suit brought against the Agent and/or the
Lenders arising under any Environmental Laws. 
Such out-of-pocket expenses (including counsel fees) shall be advanced
by the Lenders on the request of the Agent notwithstanding any claim or
assertion that the Agent is not entitled to indemnification hereunder upon
receipt of an undertaking by the Agent that the Agent will reimburse the
Lenders if it is actually and finally determined by a court of competent
jurisdiction that the Agent is not so entitled to indemnification.  The agreements in this Section shall survive
the payment of the Loans and all other amounts payable hereunder or under the
other Loan Documents and the termination of this Agreement.  If the Borrower shall reimburse the Agent
for any Indemnifiable Amount following payment by any Lender to the Agent in
respect of such Indemnifiable Amount pursuant to this Section, the Agent shall
share such reimbursement on a ratable basis with each Lender making any such
payment.


 


Section 11.8. 
Successor Agent.


 


The Agent may
resign at any time as Agent under the Loan Documents by giving written notice
thereof to the Lenders and the Borrower. 
The Agent may be removed as Agent under the Loan Documents for good
cause by all of the Lenders (other than the Lender then acting as the Agent)
upon 30 days’ prior notice.  Upon any
such resignation or removal, the Requisite Lenders (other than the Lender then
acting as Agent, in the case of the removal of the Agent under the immediately
preceding sentence) shall have the right to appoint a successor Agent which
appointment shall, provided no Default or Event of Default shall have occurred
and be continuing, be subject to the Borrower’s approval, which approval shall
not be unreasonably withheld or delayed (except that the Borrower shall, in all
events, be deemed to have approved each Lender and its affiliates as a
successor Agent).  If no successor Agent
shall have been so appointed in accordance with the immediately preceding
sentence, and shall have accepted such appointment, within 30 days after the resigning
Agent’s giving of notice of resignation or the Lenders’ removal of the
resigning Agent, then the resigning or removed Agent may, on behalf of the
Lenders, appoint a successor Agent, which shall be a Lender, if any Lender
shall be willing to serve, and otherwise shall be a commercial bank having
total combined assets of at least $50,000,000,000.  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 under the Loan Documents. 
After any Agent’s resignation or removal hereunder as Agent, the
provisions of this Article XI. shall continue to inure to its benefit as
to any actions taken or omitted to be taken by it while it was Agent under the
Loan Documents.


 


65



















 


Section 11.9.  Titled Agents.


 


Each of the Titled Agents in each such respective
capacity, assumes no responsibility or obligation hereunder, including, without
limitation, for servicing, enforcement or collection of any of the Loans, nor
any duties as an agent hereunder for the Lenders.  The titles of “Sole Lead Arranger”, “Syndication Agent”,
“Co-Documentation Agent” and “Managing Agent” are solely honorific and imply no
fiduciary responsibility on the part of the Titled Agents to the Agent, the
Borrower or any Lender and the use of such titles does not impose on the Titled
Agents any duties or obligations greater than those of any other Lender or
entitle the Titled Agents to any rights other than those to which any other
Lender is entitled.


 


ARTICLE XII. MISCELLANEOUS


 


Section 12.1.  Notices.


 


Unless otherwise provided herein,
communications provided for hereunder shall be in writing and shall be mailed,
telecopied or delivered as follows:


 


If to the Borrower:


 


HRPT Properties Trust


400 Centre Street


Newton, Massachusetts  02458


Attention: 
Treasurer


Telecopy
Number:      (617) 332-2261


Telephone
Number:    (617) 332-3990


 


If to the Agent:


 


Wachovia Bank, National Association


301 S. College Street, NC0172


Charlotte, North Carolina 28288


Attention: David M. Blackman


Telecopy
Number:      (704) 383-6205


Telephone Number:    (704) 374-6272


 


If to a Lender:


 


To such Lender’s address or telecopy number,
as applicable, set forth on its signature page hereto or in the applicable
Assignment and Acceptance Agreement.


 


or, as to each party at such other address as shall be designated by
such party in a written notice to the other parties delivered in compliance
with this Section.  All such notices and
other communications shall be effective (i) if mailed, when received;
(ii) if telecopied, when transmitted; or (iii) if hand delivered,
when delivered.  Notwithstanding the
immediately preceding sentence, all notices or communications to the Agent or
any Lender under Article II


 


66

















 


shall be effective only when actually received.  Neither the Agent nor any Lender shall incur
any liability to the Borrower (nor shall the Agent incur any liability to the
Lenders) for acting upon any telephonic notice referred to in this Agreement
which the Agent or such Lender, as the case may be, believes in good faith to
have been given by a Person authorized to deliver such notice or for otherwise
acting in good faith hereunder.


 


Section 12.2.  Expenses.


 


The Borrower agrees (a) to pay or
reimburse the Agent for all of its reasonable out-of-pocket costs and expenses
incurred in connection with the preparation, negotiation and execution of, and
any amendment, supplement or modification to, any of the Loan Documents
(including due diligence expenses and travel expenses relating to closing), and
the consummation of the transactions contemplated thereby, including the
reasonable fees and disbursements of counsel to the Agent, (b) to pay or
reimburse the Agent and the Lenders for all their costs and expenses incurred
in connection with the enforcement or preservation of any rights under the Loan
Documents, including the reasonable fees and disbursements of their respective
counsel (including the allocated fees and expenses of in-house counsel) and any
payments in indemnification or otherwise payable by the Lenders to the Agent
pursuant to the Loan Documents, (c) to pay, and indemnify and hold
harmless the Agent and the Lenders from, any and all recording and filing fees
and any and all liabilities with respect to, or resulting from any failure to
pay or delay in paying, documentary, stamp, excise and other similar taxes, if
any, which may be payable or determined to be payable in connection with the
execution and delivery of any of the Loan Documents, or consummation of any
amendment, supplement or modification of, or any waiver or consent under or in
respect of, any Loan Document and (d) to the extent not already covered by
any of the preceding subsections, to pay or reimburse the Agent and the Lenders
for all their costs and expenses incurred in connection with any bankruptcy or
other proceeding of the type described in Sections 10.1.(f) or 10.1.(g),
including the reasonable fees and disbursements of counsel to the Agent and any
Lender, whether such fees and expenses are incurred prior to, during or after
the commencement of such proceeding or the confirmation or conclusion of any
such proceeding.  If the Borrower shall
fail to pay any amounts required to be paid by it pursuant to this Section, the
Agent and/or the Lenders may pay such amounts on behalf of the Borrower and
either deem the same to be Loans outstanding hereunder or otherwise Obligations
owing hereunder.


 


Section 12.3.  Setoff.


 


Subject to Section 3.3. and in addition
to any rights now or hereafter granted under Applicable Law and not by way of
limitation of any such rights, the Agent, each Lender and each Participant is
hereby authorized by the Borrower, at any time or from time to time during the
continuance of an Event of Default, without prior notice to the Borrower or to
any other Person, any such notice being hereby expressly waived, but in the
case of a Lender or Participant subject to receipt of the prior written consent
of the Agent exercised in its sole discretion, to set off and to appropriate
and to apply any and all deposits (general or special, including, but not
limited to, indebtedness evidenced by certificates of deposit, whether matured
or unmatured) and any other indebtedness at any time held or owing by the
Agent, such Lender or any affiliate of the Agent or such Lender, to or for the
credit or the account of the Borrower against and on account of any of the
Obligations, irrespective of whether or not any or all of the Loans and all


 


67

















 


other Obligations have been declared to be, or have otherwise become,
due and payable as permitted by Section 10.2., and although such
obligations shall be contingent or unmatured. 
Promptly following any such set-off the Agent shall notify the Borrower
thereof and of the application of such set-off, provided that the failure to
give such notice shall not invalidate such set-off.


 


Section 12.4. 
Litigation; Jurisdiction; Other Matters; Waivers.


 


(a)                                  EACH PARTY HERETO
ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG THE BORROWER, THE
AGENT OR ANY OF THE LENDERS WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF
LAW AND FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES.  ACCORDINGLY, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF THE LENDERS, THE AGENT AND THE BORROWER HEREBY WAIVES
ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE
IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST
ANY PARTY HERETO ARISING OUT OF THIS AGREEMENT, THE NOTES, OR ANY OTHER LOAN
DOCUMENT OR BY REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER
BETWEEN OR AMONG THE BORROWER, THE AGENT OR ANY OF THE LENDERS OF ANY KIND OR
NATURE.


 


(b)                                 EACH OF THE BORROWER,
THE AGENT AND EACH LENDER HEREBY AGREES THAT THE FEDERAL DISTRICT COURT OF THE
SOUTHERN DISTRICT OF NEW YORK OR ANY STATE COURT LOCATED IN NEW YORK, NEW YORK,
SHALL HAVE NONEXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR
DISPUTES BETWEEN OR AMONG THE BORROWER, THE AGENT OR ANY OF THE LENDERS,
PERTAINING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, THE LOANS, THE NOTES OR
ANY OTHER LOAN DOCUMENT OR TO ANY MATTER ARISING HEREFROM OR THEREFROM.  THE BORROWER AND EACH OF THE LENDERS EXPRESSLY
SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR
PROCEEDING COMMENCED IN SUCH COURTS. 
EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT
OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM AND EACH
AGREES NOT TO PLEAD OR CLAIM THE SAME. 
THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED
TO PRECLUDE THE BRINGING OF ANY ACTION BY THE AGENT OR ANY LENDER OR THE
ENFORCEMENT BY THE AGENT OR ANY LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM
IN ANY OTHER APPROPRIATE JURISDICTION.


 


(c)                                  THE PROVISIONS OF
THIS SECTION HAVE BEEN CONSIDERED BY EACH PARTY WITH THE ADVICE OF COUNSEL
AND WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL
SURVIVE THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE


 


68

















 


HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS, AND THE TERMINATION OF
THIS AGREEMENT.


 


Section 12.5. 
Successors and Assigns.


 


(a)                                  The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns, except that the Borrower
may not assign or otherwise transfer any of its rights or obligations under
this Agreement without the prior written consent of all Lenders and any such
assignment or other transfer to which all of the Lenders have not so consented
shall be null and void.


 


(b)                                 Any Lender may make,
carry or transfer Loans at, to or for the account of any of its branch offices
or the office of an affiliate of such Lender except to the extent such transfer
would result in increased costs to the Borrower.


 


(c)                                  Any Lender may at any
time grant to one or more banks or other financial institutions (each a
“Participant”) participating interests in the Obligations owing to such
Lender.  Except as otherwise provided in
Section 12.3., no Participant shall have any rights or benefits under this
Agreement or any other Loan Document. 
In the event of any such grant by a Lender of a participating interest
to a Participant, such Lender shall remain responsible for the performance of
its obligations hereunder, and the Borrower and the Agent shall continue to
deal solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement. 
Any agreement pursuant to which any Lender may grant such a
participating interest shall provide that such Lender shall retain the sole
right and responsibility to enforce the obligations of the Borrower hereunder
including, without limitation, the right to approve any amendment, modification
or waiver of any provision of this Agreement; provided, however, such Lender
may agree with the Participant that it will not, without the consent of the
Participant, agree to (i) increase, or extend the term or extend the time
or waive any requirement for the reduction or termination of, such Lender’s
Term Loan, (ii) extend the date fixed for the payment of principal of or
interest on the Loans or portions thereof owing to such Lender,
(iii) reduce the amount of any such payment of principal, (iv) reduce
the rate at which interest is payable thereon or (v) release any Guarantor
(except as otherwise permitted under Section 7.12.(b)).  An assignment or other transfer which is not
permitted by subsection (d) or (e) below shall be given effect for
purposes of this Agreement only to the extent of a participating interest
granted in accordance with this subsection (c).


 


(d)                                 Any
Lender may with the prior written consent of the Agent and, so long as no
Default or Event of Default shall have occurred and be continuing, the Borrower
(which consent, in each case, shall not be unreasonably withheld), assign to
one or more Eligible Assignees (each an “Assignee”) all or a portion of the Term
Loan owing to such Lender and its other rights and obligations under this
Agreement and the Notes; provided, however, (i) no such consent by the
Borrower shall be required in the case of any assignment by a Lender to
(A) any affiliate of such Lender, (B) another Lender, or (C) any
affiliate of another Lender; (ii) any partial assignment shall be in an
amount at least equal to $1,000,000 and integral multiples of $1,000,000 in
excess thereof and after giving effect to such assignment the assigning Lender,
holds a Note having an aggregate outstanding principal balance, of at least
$1,000,000 and integral multiples of


 


69

















 


$1,000,000 in excess thereof; provided, however, the amount limitations
of this clause (ii) shall not apply to any assignment by a Lender to
(A) any affiliate of such Lender, (B) another Lender, (C) any
affiliate of another Lender or (D) an Approved Fund; and (iii) each
such assignment shall be effected by means of an Assignment and Acceptance Agreement.  Upon execution and delivery of such
instrument and payment by such Assignee to such transferor Lender of an amount
equal to the purchase price agreed between such transferor Lender and such
Assignee, such Assignee shall be deemed to be a Lender party to this Agreement
as of the effective date of the Assignment and Acceptance Agreement and shall
have all the rights and obligations of a Lender with a Term Loan as set forth
in such Assignment and Acceptance Agreement, and the transferor Lender shall be
released from its obligations hereunder to a corresponding extent, and no
further consent or action by any party shall be required.  Upon the consummation of any assignment
pursuant to this subsection (d), the transferor Lender, the Agent and the
Borrower shall make appropriate arrangements so that new Notes are issued to
the Assignee and such transferor Lender, as appropriate.  In connection with any such assignment, the
transferor Lender shall pay to the Agent an administrative fee for processing
such assignment in the amount of $3,500.


 


(e)                                  The Agent shall
maintain at the Principal Office a copy of each Assignment and Acceptance
Agreement delivered to and accepted by it and a register for the recordation of
the names and addresses of the Lenders and the Term Loan of each Lender from
time to time (the “Register”).  The
Agent shall give each Lender and the Borrower notice of the assignment by any
Lender of its rights as contemplated by this Section.  The Borrower, the Agent and the Lenders may treat each Person
whose name is recorded in the Register as a Lender hereunder for all purposes
of this Agreement.  The Register and
copies of each Assignment and Acceptance Agreement shall be available for
inspection by the Borrower or any Lender at any reasonable time and from time
to time upon reasonable prior notice to the Agent.  Upon its receipt of an Assignment and Acceptance Agreement
executed by an assigning Lender, together with each Note subject to such
assignment, the Agent shall, if such Assignment and Acceptance Agreement has
been completed and if the Agent receives the processing and recording fee
described in subsection (d) above, (i) accept such Assignment and
Acceptance Agreement, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to the Borrower.


 


(f)                                    In addition to the
assignments and participations permitted under the foregoing provisions of this
Section, any Lender may assign and pledge all or any portion of its Loans and
its Notes to any Federal Reserve Bank as collateral security pursuant to
Regulation A and any Operating Circular issued by such Federal Reserve Bank,
and such Loans and Notes shall be fully transferable as provided therein.  No such assignment shall release the
assigning Lender from its obligations hereunder.


 


(g)                                 A Lender may furnish
any information concerning the Borrower, any other Loan Party or any of their
respective Subsidiaries in the possession of such Lender from time to time to
Assignees and Participants (including prospective Assignees and Participants)
subject to compliance with Section 12.8.


 


70

















 


(h)                                 Anything in this
Section to the contrary notwithstanding, no Lender may assign or
participate any interest in any Loan held by it hereunder to the Borrower, any
other Loan Party or any of their respective Affiliates or Subsidiaries.


 


(i)                                     Each Lender agrees
that, without the prior written consent of the Borrower and the Agent, it will
not make any assignment hereunder in any manner or under any circumstances that
would require registration or qualification of, or filings in respect of, any
Loan or Note under the Securities Act or any other securities laws of the
United States of America or of any other jurisdiction.


 


Section 12.6.  Amendments.


 


Except as otherwise expressly provided in
this Agreement, any consent or approval required or permitted by this Agreement
or any other Loan Document to be given by the Lenders may be given, and any
term of this Agreement or of any other Loan Document may be amended, and the
performance or observance by the Borrower or any other Loan Party or any
Subsidiary of any terms of this Agreement or such other Loan Document or the
continuance of any Default or Event of Default may be waived (either generally
or in a particular instance and either retroactively or prospectively) with,
but only with, the written consent of the Requisite Lenders (and, in the case
of an amendment to any Loan Document, the written consent of the Borrower).  Notwithstanding the foregoing, no amendment,
waiver or consent shall, unless in writing, and signed by all of the Lenders
(or the Agent at the written direction of the Lenders), do any of the
following: (i) increase the principal amount of a Lender’s Term Loan (except
for any increase in the amount of a Lender’s Term Loan effectuated pursuant to
Section 2.9.), or increase the aggregate amount of the Term Loans in
excess of the limit set forth in Section 2.9., or otherwise subject the
Lenders to any additional obligations; (ii) reduce the principal of, or
interest rates that have accrued or that will be charged on the outstanding
principal amount of, any Loans or Fees or other Obligations; (iii) reduce
the amount of any Fees payable hereunder; (iv) postpone any date fixed for
any payment of any principal of, or interest on, any Loans or any other
Obligations; (v) change the Commitment Percentages (except as a result of
any increase in the aggregate amount of the Term Loans effectuated pursuant to
Section 2.9. or as a result of the Borrower’s exercise of its rights under
Section 4.5.) or amend or otherwise modify the provisions of
Section 3.2.; (vi) amend Section 9.1.(e) or waive any Default or
Event of Default occurring under Section 10.1.(c) resulting from a
violation of such Section; (vii) amend the definition of “Unencumbered
Asset Value” (or any of the definitions used in such definition or the
percentages or rates used in the calculation thereof); (viii) modify the
definition of the term “Requisite Lenders” or, except as otherwise provided in
the immediately following clause (x), modify in any other manner the
number or percentage of the Lenders required to make any determinations or
waive any rights hereunder or to modify any provision hereof, including without
limitation, any modification of this Section if such modification would
have such effect; or (ix) release any Guarantor from its obligations under
the Guaranty (except as otherwise permitted under Section 7.12.(b)).  In addition, no amendment, waiver or consent
shall, unless in writing, and signed by the Supermajority Lenders (or the Agent
at the written direction of the Supermajority Lenders), do any of the
following: (x) amend or otherwise modify the provisions of, or waive any
Event of Default occurring under, Section 10.1.(m) or (y) modify the
definition of the term “Supermajority Lenders”. Further, no amendment, waiver
or consent unless in


 


71

















 


writing and signed by the Agent, in addition to the Lenders required
hereinabove to take such action, shall affect the rights or duties of the Agent
under this Agreement or any of the other Loan Documents.  No waiver shall extend to or affect any
obligation not expressly waived or impair any right consequent thereon and any
amendment, waiver or consent shall be effective only in the specific instance
and for the specific purpose set forth therein.  No course of dealing or delay or omission on the part of the
Agent or any Lender in exercising any right shall operate as a waiver thereof
or otherwise be prejudicial thereto. 
Except as otherwise explicitly provided for herein or in any other Loan
Document, no notice to or demand upon the Borrower shall entitle the Borrower
to any other or further notice or demand in similar or other circumstances.


 


Section 12.7. 
Nonliability of Agent and Lenders.


 


The relationship between the Borrower and the
Lenders and the Agent shall be solely that of borrower and lender.  Neither the Agent nor any Lender shall have
any fiduciary responsibilities to the Borrower and no provision in this
Agreement or in any of the other Loan Documents, and no course of dealing
between or among any of the parties hereto, shall be deemed to create any
fiduciary duty owing by the Agent or any Lender to any Lender, the Borrower,
any Subsidiary or any other Loan Party. 
Neither the Agent nor any Lender undertakes any responsibility to the
Borrower to review or inform the Borrower of any matter in connection with any
phase of the Borrower’s business or operations.


 


Section 12.8.  Confidentiality.


 


Except as otherwise provided by Applicable
Law, the Agent and each Lender shall utilize all non-public information
obtained pursuant to the requirements of this Agreement which has been
identified as confidential or proprietary by the Borrower in accordance with
its customary procedure for handling confidential information of this nature
and in accordance with safe and sound banking practices but in any event may
make disclosure: (a) to any of their respective affiliates (provided they
shall agree to keep such information confidential in accordance with the terms
of this Section); (b) as reasonably requested by any bona fide Assignee,
Participant or other transferee in connection with the contemplated transfer of
any Term Loan or participations therein as permitted hereunder (provided they
shall agree to keep such information confidential in accordance with the terms
of this Section); (c) as required or requested by any Governmental
Authority or representative thereof or pursuant to legal process or in
connection with any legal proceedings; (d) to the Agent’s or such Lender’s
independent auditors and other professional advisors (provided they shall be
notified of the confidential nature of the information); (e) after the happening
and during the continuance of an Event of Default, to any other Person, in
connection with the exercise by the Agent or the Lenders of rights hereunder or
under any of the other Loan Documents; and (f) 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 any
Lender on a nonconfidential basis from a source other than the Borrower or any
Affiliate.


 


Section 12.9.  Indemnification.


 


(a)                                  The Borrower shall
and hereby agrees to indemnify, defend and hold harmless the Agent, any
affiliate of the Agent and each of the Lenders and their respective directors,
officers, shareholders, agents, employees and counsel (each referred to herein
as an “Indemnified Party”)


 


72

















 


from and against any and all losses, costs, claims, damages,
liabilities, deficiencies, judgments or expenses of every kind and nature
(including, without limitation, amounts paid in settlement, court costs and the
fees and disbursements of counsel incurred in connection with any litigation,
investigation, claim or proceeding or any advice rendered in connection
therewith, but excluding losses, costs, claims, damages, liabilities,
deficiencies, judgments or expenses indemnification in respect of which is
specifically covered by Section 3.11. or 4.1. or expressly excluded from
the coverage of such Sections) incurred by an Indemnified Party in connection
with, arising out of, or by reason of, any suit, cause of action, claim,
arbitration, investigation or settlement, consent decree or other proceeding
(the foregoing referred to herein as an “Indemnity Proceeding”) which is in any
way related directly or indirectly to: (i) this Agreement or any other
Loan Document or the transactions contemplated thereby; (ii) the making of
any Loans hereunder; (iii) any actual or proposed use by the Borrower of
the proceeds of the Loans; (iv) the Agent’s or any Lender’s entering into
this Agreement; (v) the fact that the Agent and the Lenders have
established the credit facility evidenced hereby in favor of the Borrower;
(vi) the fact that the Agent and the Lenders are creditors of the Borrower
and have or are alleged to have information regarding the financial condition,
strategic plans or business operations of the Borrower and the Subsidiaries;
(vii) the fact that the Agent and the Lenders are material creditors of
the Borrower and are alleged to influence directly or indirectly the business
decisions or affairs of the Borrower and the Subsidiaries or their financial
condition; (viii) the exercise of any right or remedy the Agent or the
Lenders may have under this Agreement or the other Loan Documents; provided,
however, that the Borrower shall not be obligated to indemnify any Indemnified
Party for any acts or omissions of such Indemnified Party in connection with
matters described in this clause (viii) to the extent that such acts or
omissions constitute gross negligence or willful misconduct of such Indemnified
Person; or (ix) any violation or non-compliance by the Borrower or any
Subsidiary of any Applicable Law (including any Environmental Law) including,
but not limited to, any Indemnity Proceeding commenced by (A) the Internal
Revenue Service or state taxing authority or (B) any Governmental
Authority or other Person under any Environmental Law, including any Indemnity
Proceeding commenced by a Governmental Authority or other Person seeking
remedial or other action to cause the Borrower or its Subsidiaries (or its
respective properties) (or the Agent and/or the Lenders as successors to the
Borrower) to be in compliance with such Environmental Laws.


 


(b)                                 The Borrower’s
indemnification obligations under this Section shall apply to all
Indemnity Proceedings arising out of, or related to, the foregoing whether or
not an Indemnified Party is a named party in such Indemnity Proceeding.  In this connection, this indemnification
shall cover all costs and expenses of any Indemnified Party in connection with
any deposition of any Indemnified Party or compliance with any subpoena
(including any subpoena requesting the production of documents).  This indemnification shall, among other
things, apply to any Indemnity Proceeding commenced by other creditors of the
Borrower or any Subsidiary, any shareholder of the Borrower or any Subsidiary
(whether such shareholder(s) are prosecuting such Indemnity Proceeding in their
individual capacity or derivatively on behalf of the Borrower), any account
debtor of the Borrower or any Subsidiary or by any Governmental Authority.


 


(c)                                  This indemnification
shall apply to any Indemnity Proceeding arising during the pendency of any
bankruptcy proceeding filed by or against the Borrower and/or any Subsidiary.


 


73

















 


(d)                                 All out-of-pocket fees
and expenses of, and all amounts paid to third-persons by, an Indemnified Party
shall be advanced by the Borrower at the request of such Indemnified Party
notwithstanding any claim or assertion by the Borrower that such Indemnified
Party is not entitled to indemnification hereunder upon receipt of an
undertaking by such Indemnified Party that such Indemnified Party will
reimburse the Borrower if it is actually and finally determined by a court of
competent jurisdiction that such Indemnified Party is not so entitled to
indemnification hereunder.


 


(e)                                  An Indemnified Party
may conduct its own investigation and defense of, and may formulate its own
strategy with respect to, any Indemnified Proceeding covered by this
Section and, as provided above, all costs and expenses incurred by such
Indemnified Party shall be reimbursed by the Borrower.  No action taken by legal counsel chosen by
an Indemnified Party in investigating or defending against any such Indemnified
Proceeding shall vitiate or in any way impair the obligations and duties of the
Borrower hereunder to indemnify and hold harmless each such Indemnified Party;
provided, however, that (i) if the Borrower is required to indemnify an
Indemnified Party pursuant hereto and (ii) the Borrower has provided
evidence reasonably satisfactory to such Indemnified Party that the Borrower
has the financial wherewithal to reimburse such Indemnified Party for any
amount paid by such Indemnified Party with respect to such Indemnified
Proceeding, such Indemnified Party shall not settle or compromise any such
Indemnified Proceeding without the prior written consent of the Borrower (which
consent shall not be unreasonably withheld or delayed).


 


(f)                                    If and to the
extent that the obligations of the Borrower hereunder are unenforceable for any
reason, the Borrower hereby agrees to make the maximum contribution to the
payment and satisfaction of such obligations which is permissible under
Applicable Law.


 


(g)                                 The Borrower’s
obligations hereunder shall survive any termination of this Agreement and the
other Loan Documents and the payment in full in cash of the Obligations, and
are in addition to, and not in substitution of, any other of their obligations
set forth in this Agreement or any other Loan Document to which it is a party.


 


Section 12.10. 
Termination; Survival.


 


At such time as all Obligations (other than
obligations which survive as provided in the following sentence) have been paid
and satisfied in full, this Agreement shall terminate.  The indemnities to which the Agent and the
Lenders are entitled under the provisions of Sections 3.11., 4.1., 4.4.,
11.7., 12.2. and 12.9. and any other provision of this Agreement and the other
Loan Documents, and the provisions of Section 12.4., shall continue in full
force and effect and shall protect the Agent and the Lenders
(i) notwithstanding any termination of this Agreement, or of the other
Loan Documents, against events arising after such termination as well as before
and (ii) at all times after any such party ceases to be a party to this
Agreement with respect to all matters and events existing on or prior to the
date such party ceased to be a party to this Agreement.


 


74

















 


Section 12.11. 
Severability of Provisions.


 


Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective only to the extent of such prohibition or unenforceability
without invalidating the remainder of such provision or the remaining
provisions or affecting the validity or enforceability of such provision in any
other jurisdiction.


 


Section 12.12.  GOVERNING LAW.


 


THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.


 


Section 12.13.  Counterparts.


 


This Agreement and any amendments, waivers,
consents or supplements may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all of which
counterparts together shall constitute but one and the same instrument.


 


Section 12.14. 
Obligations with Respect to Loan Parties.


 


The obligations of the Borrower to direct or
prohibit the taking of certain actions by the other Loan Parties as specified
herein shall be absolute and not subject to any defense the Borrower may have
that the Borrower does not control such Loan Parties.


 


Section 12.15. 
Limitation of Liability.


 


Neither the Agent nor any Lender, nor any
affiliate, officer, director, employee, attorney, or agent of the Agent or any
Lender shall have any liability with respect to, and the Borrower hereby
waives, releases, and agrees not to sue any of them upon, any claim for any
special, indirect, incidental, or consequential damages suffered or incurred by
the Borrower in connection with, arising out of, or in any way related to, this
Agreement or any of the other Loan Documents, or any of the transactions
contemplated by this Agreement or any of the other Loan Documents.  The Borrower hereby waives, releases, and
agrees not to sue the Agent or any Lender or any of the Agent’s or any Lender’s
affiliates, officers, directors, employees, attorneys, or agents for punitive
damages in respect of any claim in connection with, arising out of, or in any
way related to, this Agreement or any of the other Loan Documents, or any of
the transactions contemplated by this Agreement or financed hereby.


 


Section 12.16. 
Entire Agreement.


 


This Agreement, the Notes, and the other Loan
Documents referred to herein embody the final, entire agreement among the
parties hereto and supersede any and all prior commitments, agreements,
representations, and understandings, whether written or oral, relating to the
subject matter hereof and thereof and may not be contradicted or varied by
evidence of prior,


 


75

















 


contemporaneous, or subsequent oral agreements or discussions of the
parties hereto.  There are no oral
agreements among the parties hereto.


 


Section 12.17.  Construction.


 


The Agent, the Borrower and each Lender acknowledge
that each of them has had the benefit of legal counsel of its own choice and
has been afforded an opportunity to review this Agreement and the other Loan
Documents with its legal counsel and that this Agreement and the other Loan
Documents shall be construed as if jointly drafted by the Agent, the Borrower
and each Lender.


 


SECTION 12.18.  LIABILITY OF TRUSTEES, ETC.


 


THE PARTIES HERETO ACKNOWLEDGE AND AGREE AS
FOLLOWS:


 


THE AMENDED AND RESTATED DECLARATION OF TRUST
ESTABLISHING THE BORROWER, DATED JULY 1, 1994, A COPY OF WHICH, TOGETHER
WITH ALL AMENDMENTS THERETO (THE “DECLARATION”), IS DULY FILED IN THE OFFICE OF
THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, PROVIDES THAT THE
NAME “HRPT PROPERTIES TRUST” REFERS TO THE TRUSTEES UNDER THE DECLARATION
COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE,
OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF THE BORROWER SHALL BE HELD TO ANY
PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM
AGAINST, THE BORROWER.  ALL PERSONS
DEALING WITH THE BORROWER, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE
BORROWER FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.  THE PROVISIONS OF THIS SECTION SHALL
NOT LIMIT ANY OBLIGATIONS OF ANY LOAN PARTY OTHER THAN THE BORROWER.


 


 


[Signatures on Following Pages]


 


76

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Term Loan Agreement to be executed by their authorized officers all
as of the day and year first above written.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  HRPT PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John C. Popeo

  	
   

  
	
   

  	
   

  	
  Name: John
  C. Popeo

  
	
   

  	
   

  	
  Title:
  Treasurer and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Attest:

  	
  /s/ Jennifer B. Clark

  	
   

  
	
   

  	
   

  	
  Name: Jennifer B. Clark

  
	
   

  	
   

  	
  Title: 
  Senior Vice President and Assistant Secretary

  
								



 


 


[Signatures Continued on Next
Page]


 

















 


[Signature Page to Credit Agreement dated as
of

February 25, 2004 with HRPT Properties Trust]


 


 


	
   

  	
  WACHOVIA
  BANK, NATIONAL ASSOCIATION, as

  Agent, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David M. Blackman

  	
   

  
	
   

  	
   

  	
  Name: David
  M. Blackman

  
	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  
	
   

  	
  Commitment Amount:

  
	
   

  	
   

  
	
   

  	
  $30,000,000

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Lending Office (all Types of Loans):

  
	
   

  	
   

  
	
   

  	
  Wachovia Bank, National Association

  
	
   

  	
  301 S. College Street, NC0172

  
	
   

  	
  Charlotte, North Carolina 28288

  
	
   

  	
  Attention: David M. Blackman

  
	
   

  	
  Telecopier:     (704)
  383-6205

  
	
   

  	
  Telephone:     (704)
  374-6272

  
					



 


 


[Signatures Continued on Next
Page]


 

















 


[Signature Page to Credit Agreement dated as
of

February 25, 2004 with HRPT Properties Trust]


 


 


	
   

  	
  SOCIETE GENERALE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carina T. Huynh

  	
   

  
	
   

  	
   

  	
  Name: 
  Carina T. Huynh

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  Commitment Amount:

  
	
   

  	
   

  
	
   

  	
  $20,000,000

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Lending Office (all Types of Loans):

  
	
   

  	
  Societe Generale

  
	
   

  	
  1221 Avenue of the Americas

  
	
   

  	
  New York, New York 10020

  
	
   

  	
  Attn: Carina T. Huynh

  
	
   

  	
  Telecopier: 212-278-7614

  
	
   

  	
  Telephone: 212-278-5422

  
					



 


 


[Signatures Continued on Next
Page]


 

















 


[Signature Page to Credit Agreement dated as
of

February 25, 2004 with HRPT Properties Trust]


 


 


	
   

  	
  ROYAL BANK OF CANADA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gordon C. MacArthur

  	
   

  
	
   

  	
   

  	
  Name: 
  Gordon C. MacArthur

  
	
   

  	
   

  	
  Title: Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  Commitment Amount:

  
	
   

  	
   

  
	
   

  	
  $5,000,000

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Lending Office (all Types of Loans):

  
	
   

  	
   

  
	
   

  	
  Royal Bank of Canada

  
	
   

  	
  New York Branch

  
	
   

  	
  One Liberty Plaza

  
	
   

  	
  New York, New York  10006-1404

  
	
   

  	
   

  
	
  Addresses for Notices:

  	
   

  
	
   

  	
   

  
	
   

  	
  Royal Bank of Canada

  
	
   

  	
  New York Branch

  
	
   

  	
  One Liberty Plaza, 3rd Floor

  
	
   

  	
  New York, New York  10006-1404

  
	
   

  	
  Attention: Karim Amr

  
	
   

  	
  Telephone No.: (212) 428-6369

  
	
   

  	
  Facsimile No.: (212) 428-2372

  
	
   

  	
   

  
	
   

  	
   

  
	
  with a copy to:

  	
  Royal Bank of Canada

  
	
   

  	
  One Liberty Plaza, 3rd Floor

  
	
   

  	
  New York, New York  10006-1404

  
	
   

  	
  Attention: G. MacArthur

  
	
   

  	
  Telephone No.: (212) 428-2324

  
	
   

  	
  Facsimile No.: (212) 428-6459

  
					



 


 


[Signatures Continued on Next
Page]


 

















 


[Signature Page to Credit Agreement dated as
of

February 25, 2004 with HRPT Properties Trust]


 


 


	
   

  	
  SUNTRUST BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Blake K. Thompson

  	
   

  
	
   

  	
   

  	
  Name: 
  Blake K. Thompson

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  Commitment Amount:

  
	
   

  	
   

  
	
   

  	
  $15,000,000

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Lending Office (all Types of Loans):

  
	
   

  	
   

  
	
   

  	
  SunTrust Bank

  
	
   

  	
  8245 Boone Blvd.

  
	
   

  	
  Suite 820

  
	
   

  	
  Vienna, VA 22182

  
	
   

  	
  Attn: Blake Thompson

  
	
   

  	
  Telecopier:  703-902-9044

  
	
   

  	
  Telephone: 
  703-902-9245

  
					



 


 


[Signatures Continued on Next
Page]


 

















 


[Signature Page to Credit Agreement dated as
of

February 25, 2004 with HRPT Properties Trust]


 


 


	
   

  	
  MERRILL LYNCH BANK USA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Louis Alder

  	
   

  
	
   

  	
   

  	
  Name: 
  Louis Alder

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  Commitment Amount:

  
	
   

  	
   

  
	
   

  	
  $5,000,000

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Lending Office (all Types of Loans):

  
	
   

  	
   

  
	
   

  	
  Merrill Lynch Bank USA

  
	
   

  	
  15 West South Temple

  
	
   

  	
  Suite 300

  
	
   

  	
  Salt Lake City, UT 84101

  
	
   

  	
  Attn: 
  David Millett

  
	
   

  	
  Telephone No.: (801) 933-8641

  
	
   

  	
  Facsimile No.: (801) 526-8312

  
					



 


 


[Signatures Continued on Next
Page]


 

















 


[Signature Page to Credit Agreement dated as
of

February 25, 2004 with HRPT Properties Trust]


 


 


	
   

  	
  SUMITOMO
  MITSUI BANKING

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David A. Buck

  	
   

  
	
   

  	
   

  	
  Name: 
  David A. Buck

  
	
   

  	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  
	
   

  	
  Commitment Amount:

  
	
   

  	
   

  
	
   

  	
  $15,000,000

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Lending Office (all Types of Loans):

  
	
   

  	
   

  
	
   

  	
  Sumitomo Mitsui Banking Corporation

  
	
   

  	
  277 Park Avenue

  
	
   

  	
  New York, NY  10172

  
	
   

  	
  Attn: Charles Sullivan

  
	
   

  	
  Telecopier: 212 224-4887

  
	
   

  	
  Telephone: 212-224-4178

  
					



 


 


[Signatures Continued on Next
Page]


 

















 


[Signature Page to Credit Agreement dated as
of

February 25, 2004 with HRPT Properties Trust]


 


 


	
   

  	
  BANK OF CHINA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William W. Smith

  	
   

  
	
   

  	
   

  	
  Name: 
  William W. Smith

  
	
   

  	
   

  	
  Title: Deputy General Manager

  
	
   

  	
   

  
	
   

  	
  Commitment Amount:

  
	
   

  	
   

  
	
   

  	
  $15,000,000

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Lending Office (all Types of Loans):

  
	
   

  	
   

  
	
   

  	
  Bank of China, New York Branch

  
	
   

  	
  410 Madison Avenue

  
	
   

  	
  New York, NY 10017

  
	
   

  	
  Attn: 
  Elaine Ho, LAD

  
	
   

  	
  Telecopier: 646-840-1796

  
	
   

  	
  Telephone: 212-935-3101 Ext. 281

  
					



 


 


[Signatures Continued on Next
Page]


 

















 


[Signature Page to Credit Agreement dated as
of

February 25, 2004 with HRPT Properties Trust]


 


 


	
   

  	
  BANK ONE, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia Leung

  	
   

  
	
   

  	
   

  	
  Name: 
  Patricia Leung

  
	
   

  	
   

  	
  Title: Director, Capital Markets, Inc.

  
	
   

  	
   

  
	
   

  	
  Commitment Amount:

  
	
   

  	
   

  
	
   

  	
  $15,000,000

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Lending Office (all Types of Loans):

  
	
   

  	
   

  
	
   

  	
  Bank One, N.A.

  
	
   

  	
  ABA #071000013

  
	
   

  	
  Further Credit LS2 Acct # 4811-52860000

  
	
   

  	
  Attn: Patricia Barcelona

  
	
   

  	
  Telecopier: 312-385-7101

  
	
   

  	
  Telephone: 312-385-7015

  
					



 


 


[Signatures Continued on Next
Page]


 

















 


[Signature Page to Credit Agreement dated as
of

February 25, 2004 with HRPT Properties Trust]


 


 


	
   

  	
  FIRST
  COMMERCIAL BANK, NEW YORK

  AGENCY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Helen Tong

  	
   

  
	
   

  	
   

  	
  Name: 
  Helen Tong

  
	
   

  	
   

  	
  Title: VP & Manager

  
	
   

  	
   

  
	
   

  	
  Commitment Amount:

  
	
   

  	
   

  
	
   

  	
  $15,000,000

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Lending Office (all Types of Loans):

  
	
   

  	
   

  
	
   

  	
  First Commercial Bank, New York Agency

  
	
   

  	
  750 Third Avenue, 34th Floor

  
	
   

  	
  New York, NY  10017

  
	
   

  	
  Attn: Yvonne Lin

  
	
   

  	
  Telecopier: (212) 599-6133

  
	
   

  	
  Telephone: (212)-599-6868 ext. 216

  
					



 


 


[Signatures Continued on Next
Page]


 

















 


[Signature Page to Credit Agreement dated as
of

February 25, 2004 with HRPT Properties Trust]


 


 


	
   

  	
  TAIPEI BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sophia Jing

  	
   

  
	
   

  	
   

  	
  Name: 
  Sophia Jing

  
	
   

  	
   

  	
  Title: 
  V.P. & General Manager

  
	
   

  	
   

  
	
   

  	
  Commitment Amount:

  
	
   

  	
   

  
	
   

  	
  $15,000,000

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Lending Office (all Types of Loans):

  
	
   

  	
   

  
	
   

  	
  Taipei Bank

  
	
   

  	
  100 Wall Street, 14th Floor

  
	
   

  	
  New York, NY  10005

  
	
   

  	
  Attn: Dan Xu

  
	
   

  	
  Telecopier: (212) 968-9800

  
	
   

  	
  Telephone: (212) 968-9888

  
					



 


 


[Signatures Continued on Next
Page]


 

















 


[Signature Page to Credit Agreement dated as
of

February 25, 2004 with HRPT Properties Trust]


 


 


	
   

  	
  THE GOVERNOR
  AND COMPANY OF THE

  BANK OF IRELAND

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gwen Evans

  	
   

  
	
   

  	
   

  	
  Name: 
  Gwen Evans

  
	
   

  	
   

  	
  Title: Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Iain Donovan

  	
   

  
	
   

  	
   

  	
  Name: 
  Iain Donovan

  
	
   

  	
   

  	
  Title: Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Commitment Amount:

  
	
   

  	
   

  
	
   

  	
  $15,000,000

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Lending Office (all Types of Loans):

  
	
   

  	
   

  
	
   

  	
  Bank of Ireland International Finance

  
	
   

  	
  La Touche House,

  
	
   

  	
  International Financial Services Centre

  
	
   

  	
  Custom House Docks, Dublin 1, Ireland

  
	
   

  	
  Attn: Gwen Evans

  
	
   

  	
  Telecopier: +353-1-8290129

  
	
   

  	
  Telephone: +353-1-6115328

  
							



 


 


[Signatures Continued on Next
Page]


 

















 


[Signature Page to Credit Agreement dated as
of

February 25, 2004 with HRPT Properties Trust]


 


 


	
   

  	
  BANK OF COMMUNICATIONS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Yuning Liu

  	
   

  
	
   

  	
   

  	
  Name: 
  Yuning Liu

  
	
   

  	
   

  	
  Title: 
  Deputy General Manager

  
	
   

  	
   

  
	
   

  	
  Commitment Amount:

  
	
   

  	
   

  
	
   

  	
  $10,000,000

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Lending Office (all Types of Loans):

  
	
   

  	
   

  
	
   

  	
  Bank of Communications

  
	
   

  	
  One Exchange Plaza/55 Broadway

  
	
   

  	
  31st Floor

  
	
   

  	
  New York, NY  10006-3008

  
	
   

  	
  Attn: General Manager

  
	
   

  	
  Telecopier: 212-376-8089

  
	
   

  	
  Telephone: 212-376-8030

  
					



 


 


[Signatures Continued on Next
Page]


 

















 


[Signature Page to Credit Agreement dated as
of

February 25, 2004 with HRPT Properties Trust]


 


 


	
   

  	
  COMERICA BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jessica Kempf

  	
   

  
	
   

  	
   

  	
  Name: 
  Jessica Kempf

  
	
   

  	
   

  	
  Title: 
  Assistant Vice President

  
	
   

  	
   

  
	
   

  	
  Commitment Amount:

  
	
   

  	
   

  
	
   

  	
  $10,000,000

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Lending Office (all Types of Loans):

  
	
   

  	
   

  
	
   

  	
  Comerica Bank

  
	
   

  	
  500 Woodward Avenue

  
	
   

  	
  MC 3256

  
	
   

  	
  Detroit, MI 48226

  
	
   

  	
  Attn: Jessica Kempf

  
	
   

  	
  Telecopier: 313-222-9295

  
	
   

  	
  Telephone: 313-222-6140

  
					



 


 


[Signatures Continued on Next
Page]


 

















 


[Signature Page to Credit Agreement dated as
of

February 25, 2004 with HRPT Properties Trust]


 


 


	
   

  	
  COMPASS BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Johanna Duke Paley

  	
   

  
	
   

  	
   

  	
  Name: 
  Johanna Duke Paley

  
	
   

  	
   

  	
  Title: 
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
  Commitment Amount:

  
	
   

  	
   

  
	
   

  	
  $10,000,000

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Lending Office (all Types of Loans):

  
	
   

  	
   

  
	
   

  	
  Compass Bank

  
	
   

  	
  National Specialized Finance

  
	
   

  	
  15 So. 20th Street, 15th
  Floor

  
	
   

  	
  Birmingham, AL 35233

  
	
   

  	
  Attn: Jo Paley

  
	
   

  	
  Telecopier: 205-297-7994

  
	
   

  	
  Telephone: 205-297-3851

  
					



 


 


[Signatures Continued on Next
Page]


 

















 


[Signature Page to Credit Agreement dated as
of

February 25, 2004 with HRPT Properties Trust]


 


 


	
   

  	
  ERSTE BANK, NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory T. Aptman

  	
   

  
	
   

  	
   

  	
  Name: 
  Gregory T. Aptman

  
	
   

  	
   

  	
  Title: 
  Vice President

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bryan J. Lynch

  	
   

  
	
   

  	
   

  	
  Name: 
  Bryan J. Lynch

  
	
   

  	
   

  	
  Title: 
  First Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Commitment Amount:

  
	
   

  	
   

  
	
   

  	
  $10,000,000

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Lending Office (all Types of Loans):

  
	
   

  	
   

  
	
   

  	
  Erste Bank, New York Branch

  
	
   

  	
  280 Park Avenue, 32 West

  
	
   

  	
  New York, NY  10017

  
	
   

  	
  Attn: Gregory T. Aptman

  
	
   

  	
  Telecopier: 212-984-5627

  
	
   

  	
  Telephone: 212-984-5638

  
						



 


 


[Signatures Continued on Next
Page]


 

















 


[Signature Page to Credit Agreement dated as
of

February 25, 2004 with HRPT Properties Trust]


 


 


	
   

  	
  E. SUN
  COMMERCIAL BANK, LTD.,

  LOS ANGELES BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Benjamin Lin

  	
   

  
	
   

  	
   

  	
  Name: 
  Benjamin Lin

  
	
   

  	
   

  	
  Title: 
  EVP & General Manager

  
	
   

  	
   

  
	
   

  	
  Commitment Amount:

  
	
   

  	
   

  
	
   

  	
  $10,000,000

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Lending Office (all Types of Loans):

  
	
   

  	
   

  
	
   

  	
  E. Sun Commercial Bank, Ltd., Los Angeles

  
	
   

  	
  17700 Castleton St., Suite 500

  
	
   

  	
  City of Industry, CA 91748

  
	
   

  	
  Attn: Shinqhorng Lin

  
	
   

  	
  Telecopier: (626) 839-5531

  
	
   

  	
  Telephone: (626) 810-2400

  
					



 


 


[Signatures Continued on Next
Page]


 

















 


[Signature Page to Credit Agreement dated as
of

February 25, 2004 with HRPT Properties Trust]


 


 


	
   

  	
  FIRST HAWAIIAN BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles L. Jenkins

  	
   

  
	
   

  	
   

  	
  Name: 
  Charles L. Jenkins

  
	
   

  	
   

  	
  Title: 
  Senior Vice President, Manager

  
	
   

  	
   

  
	
   

  	
  Commitment Amount:

  
	
   

  	
   

  
	
   

  	
  $10,000,000

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Lending Office (all Types of Loans):

  
	
   

  	
   

  
	
   

  	
  First Hawaiian Bank

  
	
   

  	
  999 Bishop Street

  
	
   

  	
  11th Floor

  
	
   

  	
  Honolulu, HI 96813

  
	
   

  	
  Attn: Charles L. Jenkins

  
	
   

  	
  Telecopier: 808-525-6372

  
	
   

  	
  Telephone: 808-525-6289

  
					



 


 


[Signatures Continued on Next
Page]


 

















 


[Signature Page to Credit Agreement dated as
of

February 25, 2004 with HRPT Properties Trust]


 


 


	
   

  	
  HUA NAN COMMERCIAL BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeng-Fang Geeng

  	
   

  
	
   

  	
   

  	
  Name: 
  Jeng-Fang Geeng

  
	
   

  	
   

  	
  Title: 
  General Manager

  
	
   

  	
   

  
	
   

  	
  Commitment Amount:

  
	
   

  	
   

  
	
   

  	
  $10,000,000

  
	
   

  	
   

  
	
   

  	
  Lending Office (all Types of Loans):

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  330 Madison Avenue, 38th Floor

  
	
   

  	
  New York, NY 10017

  
	
   

  	
  Attn: Henry Hsieh

  
	
   

  	
  Telecopier: (212) 286-1212

  
	
   

  	
  Telephone: (212) 286-1999

  
					



 


 


[Signatures Continued on Next
Page]


 

















 


[Signature Page to Credit Agreement dated as
of

February 25, 2004 with HRPT Properties Trust]


 


 


	
   

  	
  PNC BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James A. Colella

  	
   

  
	
   

  	
   

  	
  Name: 
  James A. Colella

  
	
   

  	
   

  	
  Title: 
  Vice President

  
	
   

  	
   

  
	
   

  	
  Commitment Amount:

  
	
   

  	
   

  
	
   

  	
  $10,000,000

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Lending Office (all Types of Loans):

  
	
   

  	
   

  
	
   

  	
  PNC Bank National Association

  
	
   

  	
  249 Fifth Avenue

  
	
   

  	
  Mail Stop P1-POPP-19-2

  
	
   

  	
  Pittsburgh, PA 15222-2707

  
	
   

  	
  Attn: Colleen Choff

  
	
   

  	
  Telecopier: 412-768-3930

  
	
   

  	
  Telephone: 412-762-6092

  
					



 


 


[Signatures Continued on Next
Page]


 

















 


[Signature Page to Credit Agreement dated as
of

February 25, 2004 with HRPT Properties Trust]


 


 


	
   

  	
  CITIZENS BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel R. Ouellette

  	
   

  
	
   

  	
   

  	
  Name: 
  Daniel R. Ouellette

  
	
   

  	
   

  	
  Title: 
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
  Commitment Amount:

  
	
   

  	
   

  
	
   

  	
  $5,000,000

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Lending Office (all Types of Loans):

  
	
   

  	
   

  
	
   

  	
  Citizens Bank

  
	
   

  	
  Rhode Island

  
	
   

  	
  Attn: Carol Hawkins

  
	
   

  	
  Telecopier: 401-734-5385

  
	
   

  	
  Telephone: 401-734-5296

  
					



 


 


 


 

















 


SCHEDULE 1.1(A)


 


List of Loan Parties


 


1735 Market Street Properties
Trust


Causeway Holdings, Inc.


Health and Retirement
Properties International, Inc.


Hub Acquisition Trust


Hub LA Properties Trust


Hub Management, Inc.


Hub Properties Trust 


Hub Realty College Park I, LLC


Hub Realty College Park, Inc.


Hub Realty Funding, Inc.


Hub Realty Golden, Inc.


Hub Realty Kansas City, Inc.


Hub RI Properties Trust


Hub Woodmont Investment Trust


Hub Woodmont Limited Liability
Company


Indemnity Collection
Corporation


Nine Penn Center Properties
Trust


Research Park Properties Trust


Rosedale Properties Trust


HRPT Medical Buildings Realty Trust 


47 Harvard Street Real Estate Trust


145 University Avenue Realty Trust


MOB Realty Trust


4 Maguire Road Realty Trust


Putnam Place Realty Trust


Hub MA Realty Trust


Hub LA Limited Partnership


Nine Penn Center Associates, L.P.


Blue Dog Properties Trust


Candler Associates LLC


Candler Property Trust


FCL Acquisition Trust 


Fourth and Roma Property Trust


Hawaii 2x5 0 Properties Trust 


HH HUB Properties LLC 


HRPT Memphis LLC  


Higgins Properties LLC 


LTMAC Properties LLC 


Masters Properties LLC 


Orville Properties LLC  


Park San Antonio Properties Trust


RFRI Properties LLC


 

















 


 


Robin 1 Properties LLC 


Tanaka Properties LLC


Tedcal Properties LLC 


TSM Properties LLC            


Z&A Properties LLC           


 



















 


SCHEDULE 1.1(A)


 


List of Loan Parties


 


1735 Market Street Properties Trust


Causeway Holdings, Inc.


Health and Retirement Properties
International, Inc.


Hub Acquisition Trust


Hub LA Properties Trust


Hub Management, Inc.


Hub Properties Trust


Hub Realty College Park I, LLC


Hub Realty College Park, Inc.


Hub Realty Funding, Inc.


Hub Realty Golden, Inc.


Hub Realty Kansas City, Inc.


Hub RI Properties Trust


Hub Woodmont Investment Trust


Hub Woodmont Limited Liability Company


Indemnity Collection Corporation


Nine Penn Center Properties Trust


Research Park Properties Trust


Rosedale Properties Trust


HRPT Medical Buildings
Realty Trust


47 Harvard Street Real
Estate Trust


145 University Avenue
Realty Trust


MOB Realty Trust


4 Maguire Road Realty
Trust


Putnam Place Realty
Trust


Hub MA Realty Trust


Hub LA Limited
Partnership


Nine Penn Center
Associates, L.P.


Blue Dog Properties Trust


Candler Associates LLC


Candler Property Trust


FCL Acquisition Trust


Fourth and Roma Property Trust


Hawaii 2x5 0 Properties Trust


HH HUB Properties LLC


HRPT Memphis LLC


Higgins Properties LLC


LTMAC Properties LLC


Masters Properties LLC


Orville Properties LLC


Park San Antonio Properties Trust


RFRI Properties LLC


Robin 1 Properties LLC


Tanaka Properties LLC


Tedcal Properties LLC


TSM Properties LLC


Z&A Properties LLC










 


SCHEDULE 6.1(b)


 


Ownership Structure


 


Part I (Subsidiaries)


 


Causeway Holdings, Inc. - (Massachusetts)


HRPT
Properties Trust owns 100 shares of common stock, $.01 par value, representing
100% ownership.


 


 


Health and Retirement Properties
International, Inc. - (Delaware)


HRPT
Properties Trust owns 100 shares of common stock, $.01 par value, representing
100% ownership.


 


 


Hub Realty Golden, Inc. - (Delaware)


Hub
Acquisition Trust owns 1 share of common stock, $.01 par value, representing
100% ownership.


 


 


Hub Realty Kansas City, Inc. - (Delaware)


Hub
Acquisition Trust owns 1 share of common stock, $.01 par value, representing
100% ownership.


 


 


Hub RI Properties Trust - (Maryland)


HRPT
Properties Trust owns 1,000 shares of beneficial interest, $.01 par value, representing
100% ownership.


 


 


Hub Woodmont Investment Trust - (Maryland)


Hub
Properties Trust owns 100 shares of beneficial interest, $.01 par value,
representing 100% ownership interest.


 


 


Hub Woodmont Limited Liability Company -
(Delaware)


Hub
Woodmont Investment Trust — $9,000,000 capital account - 99% ownership


Blackridge
Woodmont LLC — $320,500 capital account - 1% ownership


 


 


Indemnity Collection Corporation - (Delaware)


HRPT
Properties Trust owns 100 shares of common stock, $.01 par value, representing
100% ownership.


 

















 


Rosedale Properties Trust - (Maryland)


Hub
Properties Trust owns 1,000 shares of beneficial interest, $.01 par value,
representing 100% ownership.


 


 


47 Harvard Street Real
Estate Trust  (Nominee Trust —
Massachusetts)


Hub Properties Trust is the 100% beneficiary.


 


 


145 University Avenue
Realty Trust  (Nominee Trust —
Massachusetts)


Hub Properties Trust is the 100% beneficiary.


 


 


4 Maguire Road Realty
Trust  (Nominee Trust — Massachusetts)


Hub Properties Trust is the 100% beneficiary.


 


 


Putnam Place Realty
Trust  (Nominee Trust — Massachusetts)


Hub Properties Trust is the 100% beneficiary.


 


 


Hub MA Realty
Trust  (Nominee Trust — Massachusetts)


Hub Properties Trust is the 100% beneficiary.


 


 


Hub Realty College Park I, LLC - (Maryland)


Hub
Management, Inc. — 50% membership
interest.


Hub
Realty College Park, Inc. — 50%
membership interest.


 


 


Hub Management, Inc. - (Delaware)


Hub
Acquisition Trust owns 1,000 shares of common stock, $.01 par value,
representing 100% ownership.


 


 


Hub Realty College Park, Inc. - (Delaware)


Hub
Acquisition Trust owns 1 share of common stock, $.01 par value, representing
100% ownership.


 


Park San Antonio Properties Trust — (Maryland)


Hub
Properties Trust owns 1,000 shares of beneficial interest, $.01 value, representing
100% ownership.


 


Blue Dog Properties Trust - (Maryland)


HRPT
Properties Trust owns 1,000 common shares of beneficial interest, $.01 par
value, representing 100% ownership.


 

















 


Candler Associates LLC - (Maryland)


Candler
Property Trust — 100% company interest


 


Candler Property Trust - (Maryland)


HRPT Properties Trust — 99%
membership interest


HRPT TRS, Inc. — 1%
membership interest


 


FCL Acquisition Trust  -
(Maryland)


HRPT Properties Trust owns
1,000 common shares of beneficial interest, $.01 par value, representing 100%
ownership.


 


Fourth and Roma Property Trust - (Maryland)


HRPT Properties Trust owns
1,000 common shares of beneficial interest, $.01 par value, representing 100%
ownership.


 


HH HUB Properties LLC - (Delaware)


HRPT Properties Trust — 99%
membership interest


HRPT Memphis LLC — 1%
membership interest


 


HRPT Memphis LLC - (Delaware)


HRPT Properties Trust — 99%
membership interest


HRPT TRS, Inc. — 1%
membership interest


 


Higgins Properties LLC - (Maryland)


Hawaii 2X5 O Properties
Trust — 100% membership interest


 


LTMAC Properties LLC - (Maryland)


Hawaii 2X5 O Properties
Trust — 100% membership interest


 


Orville Properties LLC - (Maryland)


Hawaii 2X5 O Properties
Trust — 100% membership interest


 


RFRI Properties LLC - (Maryland)


Hawaii 2X5 O Properties
Trust — 100% membership interest


 


Robin 1 Properties LLC - (Maryland)


Hawaii 2X5 O Properties
Trust — 100% membership interest


 


Tanaka Properties LLC - (Maryland)


Hawaii 2X5 O Properties
Trust — 100% membership interest


 


Tedcal Properties LLC - (Maryland)


Hawaii 2X5 O Properties
Trust — 100% membership interest


 


Z&A Properties LLC - (Maryland)


 

















 


Hawaii 2X5 O Properties
Trust — 100% membership interest


 


 


Material Subsidiaries
(Note:  Some of the subsidiaries listed
below may not meet the definition of Material Subsidiary under the Term Loan)


 


1735 Market Street Properties Trust -
(Maryland)


Hub Properties Trust owns
100 shares of beneficial interest, $.01 par value, representing 100% ownership.


 


Hub Acquisition Trust - (Maryland)


HRPT Properties Trust owns
1,000 shares of beneficial interest, $.01 par value, representing 100%
ownership.


 


 


Hub LA Properties Trust - (Maryland)


Hub Properties Trust owns
1,000 shares of beneficial interest, $.01 par value, representing 100%
ownership.


 


 


Hub Properties Trust - (Maryland)


HRPT Properties Trust owns
1,000 shares of beneficial interest, $.01 par value, representing 100%
ownership.


 


 


Hub Realty Funding, Inc.- (Delaware)


Hub Acquisition Trust owns 1
share of common stock, $.01 par value, representing 100% ownership.


 


 


Nine Penn Center Properties Trust -
(Maryland)


Hub Properties Trust owns
100 shares of beneficial interest, $.01 par value, representing 100% ownership.


 


 


Research Park Properties Trust - (Maryland)


HRPT Properties Trust owns
100 shares of beneficial interest, $.01 par value, representing 100% ownership.


 


 


HRPT Medical Buildings
Realty Trust  (Nominee Trust -
Massachusetts)


Hub
Properties Trust is the 100%
beneficiary.


 


 


MOB Realty Trust  (Nominee Trust - Massachusetts)


Hub
Properties Trust is the 100% beneficiary.


 

















 


Hub LA Limited Partnership (98%) - (Delaware)


Hub Properties Trust — 98% ownership interest


Hub LA Properties Trust — 1% ownership interest


Medical Office Buildings Limited — 1% ownership interest


 


 


Nine Penn Center Associates, L.P. -
(Pennsylvania)


Hub Properties Trust — 88% ownership interest.


Nine Penn Center Properties Trust — 1% ownership
interest.


Transportation Associates —
11% ownership interest.


 


Hawaii 2X5 O Properties Trust - (Maryland)


HRPT Properties Trust owns 1,000 common shares of beneficial interest,
$.01 par value, representing 100% ownership.


 


Masters Properties LLC - (Maryland)


Hawaii 2X5 O Properties
Trust — 100% membership interest


 


TSM Properties LLC - (Maryland)


Hawaii 2X5 O
Properties Trust — 100% membership interest


 


Excluded Subsidiaries


 


 


Rosedale Properties, Inc. - (Delaware)


Rosedale Properties Trust
owns 100 shares of common stock, $.01 par value, representing 100% ownership.


 


 


Quarry Lake Properties Trust - (Maryland)


Hub Properties Trust owns
1,000 common shares of beneficial interest, $.01 par value, representing 100%
ownership.


 


 


Hub Realty Richland, Inc. - (Delaware)


Hub Acquisition Trust owns 1
share of common stock, $.01 par value, representing 100% ownership.


 


 


Hub Realty Buffalo, Inc. - (Delaware)


Hub Acquisition Trust owns 1
share of common stock, $.01 par value, representing 100% ownership.


 

















 


 


Rosedale Properties Limited Liability Company
- (Delaware)


Hub Properties Trust — 99%


Rosedale Properties, Inc. —
1%


 


 


Cedars LA LLC - (Delaware)


Hub LA Limited Partnership —
100% ownership interest


 


 


SP Holding Property Trust - (Maryland)


Hub Properties Trust — 100%


 


 


Franklin Plaza Property Trust - (Maryland)


SP Holding Property Trust —
100%


 


 


Lakewood Property Trust - (Maryland)


SP Holding Property Trust —
100% ownership interest


 


 


Herald Square LLC - (Delaware)


SP Holding Property Trust —
100% ownership interest


 


 


Indiana Avenue LLC - (Delaware)


SP Holding Property Trust —
100% ownership interest


 


 


Bridgepoint Property Trust - (Maryland)


SP Holding Property Trust —
100% ownership interest


 


 


1600 Market Street Property Trust -
(Maryland)


SP Holding Property Trust —
100% ownership interest


 


 


Rosedale Corporate Plaza Condominium, Inc. -
(Minnesota)


Rosedale Properties LLC owns
5 condo units representing 89% ownership.


Servico Roseville, Inc. owns
1 condo unit representing 11% ownership.]


 


Hub Albuquerque 25 LLC


Hub Properties Trust — 100%
membership interest


 

















 


HRPT TRS Inc.


 


HRPT Properties Trust owns
100 common shares of beneficial interest, $.01 par value, representing 100%
ownership.


 


 


Part II (Unconsolidated
Affiliates)


 



















SCHEDULE 6.1(f)


 


Title To
Properties; Liens


 


Part I (Real Property)


 


	
  Higgins
  Properties LLC

  	
   

  	
  80 Sand
  Island Access Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Higgins
  Properties LLC

  	
   

  	
  525 North
  King St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Higgins
  Properties LLC

  	
   

  	
  94-240
  Pupuole St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  LTMAC
  Properties LLC

  	
   

  	
  1052 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  LTMAC
  Properties LLC

  	
   

  	
  2875 Paa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  LTMAC
  Properties LLC

  	
   

  	
  2833 Paa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  LTMAC
  Properties LLC

  	
   

  	
  2879 Paa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  LTMAC
  Properties LLC

  	
   

  	
  1045
  Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  LTMAC
  Properties LLC

  	
   

  	
  1000
  Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  LTMAC
  Properties LLC

  	
   

  	
  1030
  Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  LTMAC
  Properties LLC

  	
   

  	
  2850 Paa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  LTMAC
  Properties LLC

  	
   

  	
  2828 Paa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  LTMAC
  Properties LLC

  	
   

  	
  2886 Paa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  LTMAC
  Properties LLC

  	
   

  	
  1122
  Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  LTMAC Properties
  LLC

  	
   

  	
  1024
  Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  LTMAC
  Properties LLC

  	
   

  	
  2810 Paa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  LTMAC
  Properties LLC

  	
   

  	
  1055 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  2808 Kam Hwy

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  2815 Kilihau
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  2821 Kilihau
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  2829 Kilihau
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  819 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  692
  Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  2969
  Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  812
  Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  2804 Kilihau
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  2814 Kilihau
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  2831
  Awaawaloa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  2857
  Awaawaloa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  2812
  Awaawaloa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  733
  Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  2827
  Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  2831
  Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  789
  Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters Properties
  LLC

  	
   

  	
  2839 Mokumoa
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  2861 Mokumoa
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  633 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  669 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  673 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  949
  Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  2850 Mokumoa
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  2840 Mokumoa
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  2830 Mokumoa
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  918 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  



 

















 


	
  Masters
  Properties LLC

  	
   

  	
  944 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  2819 Pukoloa
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  2829 Pukoloa
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  2841 Pukoloa
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  2810 Pukoloa
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  2635 Waiwai
  Loop

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  2635 Waiwai
  Loop

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  905 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  1062
  Kikowaena St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  1050
  Kikowaena St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  1024
  Kikowaena St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  151 Puuhale
  Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  2106 Kaliawa
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  140 Puuhale
  Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  2122 Kaliawa
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Masters
  Properties LLC

  	
   

  	
  204 Sand
  Island Access Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Orville
  Properties LLC

  	
   

  	
  238 Sand
  Island Access Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Orville
  Properties LLC

  	
   

  	
  214 Sand
  Island Access Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Orville
  Properties LLC

  	
   

  	
  2344
  Pahounui Dr

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Orville
  Properties LLC

  	
   

  	
  2308
  Pahounui Dr

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Orville
  Properties LLC

  	
   

  	
  2276
  Pahounui Dr

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Orville
  Properties LLC

  	
   

  	
  2264
  Pahounui Dr

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Orville
  Properties LLC

  	
   

  	
  228 Mohonua
  Pl

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  RFRI
  Properties LLC

  	
   

  	
  848 Ala
  Lilikoi Blvd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  RFRI
  Properties LLC

  	
   

  	
  846 Ala
  Lilikoi Blvd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Robin 1
  Properties LLC

  	
   

  	
  2760 Kam Hwy

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Robin 1
  Properties LLC

  	
   

  	
  609 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Robin 1
  Properties LLC

  	
   

  	
  675
  Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Robin 1
  Properties LLC

  	
   

  	
  619
  Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Robin 1
  Properties LLC

  	
   

  	
  2829
  Awaawaloa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Robin 1
  Properties LLC

  	
   

  	
  2847
  Awaawaloa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Robin 1
  Properties LLC

  	
   

  	
  2816
  Awaawaloa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Robin 1
  Properties LLC

  	
   

  	
  2836
  Awaawaloa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Robin 1
  Properties LLC

  	
   

  	
  2815
  Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Robin 1
  Properties LLC

  	
   

  	
  2849 Kaihikapu
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Robin 1
  Properties LLC

  	
   

  	
  2915
  Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Robin 1
  Properties LLC

  	
   

  	
  645 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Robin 1
  Properties LLC

  	
   

  	
  659 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Robin 1
  Properties LLC

  	
   

  	
  148 Mokauea
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Robin 1
  Properties LLC

  	
   

  	
  2135 Auiki
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Robin 1
  Properties LLC

  	
   

  	
  180 Sand
  Island Access Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Robin 1
  Properties LLC

  	
   

  	
  158 Sand
  Island Access Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Robin 1
  Properties LLC

  	
   

  	
  2250
  Pahounui Dr

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Robin 1
  Properties LLC

  	
   

  	
  212 Mohonua
  Pl

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Robin 1
  Properties LLC

  	
   

  	
  218 Mohonua
  Pl

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Tanaka
  Properties LLC

  	
   

  	
  1391 Kahai
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Tanaka
  Properties LLC

  	
   

  	
  142 Mokauea
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Tanaka
  Properties LLC

  	
   

  	
  120 Mokauea
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Tanaka
  Properties LLC

  	
   

  	
  120 Mokauea
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Tanaka
  Properties LLC

  	
   

  	
  1926 Auiki
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  



 

















 


	
  Tanaka
  Properties LLC

  	
   

  	
  125 Puuhale
  Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Tanaka
  Properties LLC

  	
   

  	
  207 Puuhale
  Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Tanaka
  Properties LLC

  	
   

  	
  125 Puuhale
  Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Tanaka
  Properties LLC

  	
   

  	
  125B Puuhale
  Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Tanaka
  Properties LLC

  	
   

  	
  2019 Kahai
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Tanaka
  Properties LLC

  	
   

  	
  2001 Kahai
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Tanaka
  Properties LLC

  	
   

  	
  113 Puuhale
  Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Tanaka
  Properties LLC

  	
   

  	
  2020 Auiki
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Tanaka
  Properties LLC

  	
   

  	
  220 Puuhale
  Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Tanaka
  Properties LLC

  	
   

  	
  150 Puuhale
  Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Tanaka Properties
  LLC

  	
   

  	
  197 Sand
  Island Access Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Tanaka
  Properties LLC

  	
   

  	
  231 Sand
  Island Access Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Tanaka
  Properties LLC

  	
   

  	
  179 Sand
  Island Access Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Tanaka
  Properties LLC

  	
   

  	
  2140 Kaliawa
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Tanaka
  Properties LLC

  	
   

  	
  165 Sand Island
  Access Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Tanaka
  Properties LLC

  	
   

  	
  231 Sand
  Island Access Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Tanaka
  Properties LLC

  	
   

  	
  2144 Auiki
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Tanaka
  Properties LLC

  	
   

  	
  2139 Kaliawa
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Tanaka
  Properties LLC

  	
   

  	
  2103 Kaliawa
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Tanaka
  Properties LLC

  	
   

  	
  2127 Auiki
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Tanaka
  Properties LLC

  	
   

  	
  106 Puuhale
  Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Tanaka
  Properties LLC

  	
   

  	
  2110 Auiki
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TedCal
  Properties LLC

  	
   

  	
  1360 Pali
  Hwy (Safeway)

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TedCal
  Properties LLC

  	
   

  	
  1360 Pali
  Hwy (Longs)

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TedCal
  Properties LLC

  	
   

  	
  33 S.
  Vineyard Blvd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  2833 Kilihau
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  2839 Kilihau
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  729 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  739 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  761 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  803 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  855 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  865 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  659 Puuloa
  Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  667 Puuloa
  Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  679 Puuloa
  Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  689 Puuloa
  Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  704
  Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  759 Puuloa
  Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  766
  Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  770
  Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM Properties
  LLC

  	
   

  	
  822
  Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  830
  Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  842
  Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  852
  Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  2965 Mokumoa
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  2838 Kilihau
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  660 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  702 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  2850
  Awaawaloa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  



 

















 


	
  TSM
  Properties LLC

  	
   

  	
  2864
  Awaawaloa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  2846-A
  Awaawaloa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  2850
  Awaawaloa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  2809
  Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  2855
  Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  808 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  2806
  Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM Properties
  LLC

  	
   

  	
  2826
  Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  2844
  Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  2858
  Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  2868
  Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  2906
  Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  2908
  Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  2928
  Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  2928
  Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  850 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  2819 Mokumoa
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  2819 Mokumoa
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  2869 Mokumoa
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  2879 Mokumoa
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  2889 Mokumoa
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  851
  Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  855
  Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM Properties
  LLC

  	
   

  	
  685 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  697 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  709 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  TSM
  Properties LLC

  	
   

  	
  719 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Z&A
  Properties LLC

  	
   

  	
  910
  Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Z&A
  Properties LLC

  	
   

  	
  2960 Mokumoa
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Z&A
  Properties LLC

  	
   

  	
  930
  Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Z&A
  Properties LLC

  	
   

  	
  950
  Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Z&A
  Properties LLC

  	
   

  	
  960
  Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Z&A
  Properties LLC

  	
   

  	
  2864 Mokumoa
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Z&A
  Properties LLC

  	
   

  	
  970 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Z&A
  Properties LLC

  	
   

  	
  2855 Pukoloa
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Z&A
  Properties LLC

  	
   

  	
  2856 Pukoloa
  St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Z&A
  Properties LLC

  	
   

  	
  960 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Z&A
  Properties LLC

  	
   

  	
  1038
  Kikowaena St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Z&A
  Properties LLC

  	
   

  	
  1027
  Kikowaena St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Z&A
  Properties LLC

  	
   

  	
  1150
  Kikowaena St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Z&A
  Properties LLC

  	
   

  	
  1001 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  
	
  Blue Dog
  Properties Trust

  	
   

  	
  4 South 84th
  Avenue

  	
   

  	
  Tolleson

  	
   

  	
  AZ

  
	
  HUB
  Acquisition Trust

  	
   

  	
  4560
  Viewridge Avenue

  	
   

  	
  San Diego

  	
   

  	
  CA

  
	
  HUB
  Acquisition Trust

  	
   

  	
  55 North
  Robinson

  	
   

  	
  Oklahoma
  City

  	
   

  	
  OK

  
	
  HUB
  Acquisition Trust

  	
   

  	
  2029
  Stonewall Jackson Dr

  	
   

  	
  Falling
  Waters

  	
   

  	
  WV

  
	
  HUB
  Acquisition Trust

  	
   

  	
  4181 Ruffin
  Road

  	
   

  	
  San Diego

  	
   

  	
  CA

  
	
  HUB
  Acquisition Trust

  	
   

  	
  5051 Rodeo
  Road

  	
   

  	
  Los Angeles

  	
   

  	
  CA

  
	
  HUB
  Acquisition Trust

  	
   

  	
  701 Clay
  Avenue

  	
   

  	
  Waco

  	
   

  	
  TX

  
	
  HUB
  Acquisition Trust

  	
   

  	
  The Towle
  Building

  	
   

  	
  Minneapolis

  	
   

  	
  MN

  
	
  HUB
  Acquisition Trust

  	
   

  	
  One Montvale

  	
   

  	
  Stoneham

  	
   

  	
  MA

  



 

















 


	
  HUB
  Acquisition Trust

  	
   

  	
  One Park
  Square

  	
   

  	
  Albuquerque

  	
   

  	
  NM

  
	
  HUB
  Acquisition Trust

  	
   

  	
  5045 East
  Butler Ave

  	
   

  	
  Fresno

  	
   

  	
  CA

  
	
  HUB
  Acquisition Trust

  	
   

  	
  Corporate
  Center

  	
   

  	
  Lakewood

  	
   

  	
  CO

  
	
  HUB Woodmont
  LLC

  	
   

  	
  1401
  Rockville Pike-Wdmt

  	
   

  	
  Rockville

  	
   

  	
  MD

  
	
  Franklin
  Plaza Property Trust

  	
   

  	
  One Franklin
  Plaza

  	
   

  	
  Philadelphia

  	
   

  	
  PA

  
	
  Cedars LA
  LLC

  	
   

  	
  Cedar Sinai
  I & II

  	
   

  	
  Los Angeles

  	
   

  	
  CA

  
	
  Lakewood
  Property Trust

  	
   

  	
  Lakewood on
  the Park

  	
   

  	
  Austin

  	
   

  	
  TX

  
	
  HUB RI
  Properties Trust

  	
   

  	
  701 George
  Washington Hw

  	
   

  	
  Lincoln

  	
   

  	
  RI

  
	
  Park San
  Antonio Properties Trust

  	
   

  	
  812 San
  Antonio Park

  	
   

  	
  Austin

  	
   

  	
  TX

  
	
  Herald
  Square LLC

  	
   

  	
  Herald Sq

  	
   

  	
  Washington

  	
   

  	
  DC

  
	
  Research
  Park Properties Trust

  	
   

  	
  Research
  Park (includes Solectron Expan.)

  	
   

  	
  Austin

  	
   

  	
  TX

  
	
  Research
  Park Properties Trust

  	
   

  	
  Research
  Park - Land

  	
   

  	
  Austin

  	
   

  	
  TX

  
	
  Research
  Park Properties Trust

  	
   

  	
  Research
  Park - Phase II

  	
   

  	
  Austin

  	
   

  	
  TX

  
	
  Research
  Park Properties Trust

  	
   

  	
  Research
  Park - Cisco II

  	
   

  	
  Austin

  	
   

  	
  TX

  
	
  Rosedale
  Properties LLC

  	
   

  	
  Rosedale
  Corporate Center

  	
   

  	
  Minneapolis

  	
   

  	
  MN

  
	
  Candler
  Associates LLC

  	
   

  	
  Candler
  Building

  	
   

  	
  Baltimore

  	
   

  	
  MD

  
	
  HUB Realty
  Buffalo, Inc.

  	
   

  	
  138 Delaware
  Avenue

  	
   

  	
  Buffalo

  	
   

  	
  NY

  
	
  HUB
  Properties Trust

  	
   

  	
  1145 19th
  Street

  	
   

  	
  Washington

  	
   

  	
  DC

  
	
  HUB
  Properties Trust

  	
   

  	
  Fair Oaks

  	
   

  	
  Fairfax

  	
   

  	
  VA

  
	
  HUB
  Properties Trust

  	
   

  	
  Torrey Pines,
  Sci Pk Rd

  	
   

  	
  San Diego

  	
   

  	
  CA

  
	
  HUB
  Properties Trust

  	
   

  	
  Sorrento
  Valley, Oberlin Dr

  	
   

  	
  San Diego

  	
   

  	
  CA

  
	
  HUB
  Properties Trust

  	
   

  	
  443 Gulph
  Road

  	
   

  	
  King of
  Prussia

  	
   

  	
  PA

  
	
  HUB
  Properties Trust

  	
   

  	
  1035
  Virginia Drive

  	
   

  	
  Ft.
  Washington

  	
   

  	
  PA

  
	
  HUB
  Properties Trust

  	
   

  	
  515 Penn Ave

  	
   

  	
  Ft.
  Washington

  	
   

  	
  PA

  
	
  HUB
  Properties Trust

  	
   

  	
  525 Virginia
  Drive

  	
   

  	
  Ft.
  Washington

  	
   

  	
  PA

  
	
  HUB
  Properties Trust

  	
   

  	
  723 Drescher
  Road

  	
   

  	
  Horsham

  	
   

  	
  PA

  
	
  HUB
  Properties Trust

  	
   

  	
  830 E.
  Potomac Circle

  	
   

  	
  Aurora

  	
   

  	
  CO

  
	
  HUB
  Properties Trust

  	
   

  	
  100 South
  Charles St, Twr II

  	
   

  	
  Baltimore

  	
   

  	
  MD

  
	
  HUB
  Properties Trust

  	
   

  	
  710 North
  Euclid

  	
   

  	
  Anaheim

  	
   

  	
  CA

  
	
  HUB
  Properties Trust

  	
   

  	
  2141 K St,
  N.W.

  	
   

  	
  Washington

  	
   

  	
  DC

  
	
  HUB
  Properties Trust

  	
   

  	
  3043 Walton
  Rd

  	
   

  	
  Plymouth
  Meeting

  	
   

  	
  PA

  
	
  HUB
  Properties Trust

  	
   

  	
  475 Virginia
  Drive

  	
   

  	
  Ft.
  Washington

  	
   

  	
  PA

  
	
  HUB
  Properties Trust

  	
   

  	
  6937 N IH -
  Founders Bldg

  	
   

  	
  Austin

  	
   

  	
  TX

  
	
  HUB
  Properties Trust

  	
   

  	
  216 Mall
  Boulevard

  	
   

  	
  King of
  Prussia

  	
   

  	
  PA

  
	
  HUB
  Properties Trust

  	
   

  	
  210 Mall
  Boulevard

  	
   

  	
  King of
  Prussia

  	
   

  	
  PA

  
	
  HUB
  Properties Trust

  	
   

  	
  1911 Mills
  Ave

  	
   

  	
  Orlando

  	
   

  	
  FL

  
	
  HUB
  Properties Trust

  	
   

  	
  1825 Mills
  Ave

  	
   

  	
  Orlando

  	
   

  	
  FL

  
	
  HUB
  Properties Trust

  	
   

  	
  1925 N.
  Mills Ave

  	
   

  	
  Orlando

  	
   

  	
  FL

  
	
  HUB
  Properties Trust

  	
   

  	
  5750 Centre
  Ave

  	
   

  	
  Pittsburgh

  	
   

  	
  PA

  
	
  HUB
  Properties Trust

  	
   

  	
  1305 Corp
  Ctr Dr-I/Shop

  	
   

  	
  Eagan

  	
   

  	
  MN

  
	
  HUB
  Properties Trust

  	
   

  	
  2250 Pilot
  Knob Rd-I/Shop

  	
   

  	
  Mendota
  Heights

  	
   

  	
  MN

  
	
  HUB Properties
  Trust

  	
   

  	
  4421 W.John
  Carp Fw-I/Shop

  	
   

  	
  Irving

  	
   

  	
  TX

  
	
  HUB
  Properties Trust

  	
   

  	
  4770 Regent
  Blvd.-I/Shop

  	
   

  	
  Irving

  	
   

  	
  TX

  
	
  HUB
  Properties Trust

  	
   

  	
  8880 Queen
  Ave-I/shop

  	
   

  	
  Bloomington

  	
   

  	
  MN

  
	
  HUB
  Properties Trust

  	
   

  	
  2100 NW 82nd
  Ave-I/Shop

  	
   

  	
  Miami

  	
   

  	
  FL

  
	
  HUB
  Properties Trust

  	
   

  	
  Bailey
  Square

  	
   

  	
  Austin

  	
   

  	
  TX

  
	
  HUB
  Properties Trust

  	
   

  	
  Vorhees Ctr,
  333 Laurel Oak

  	
   

  	
  Vorhees

  	
   

  	
  NJ

  
	
  HUB
  Properties Trust

  	
   

  	
  Vorhees
  Ctr,400 Laurel Oak

  	
   

  	
  Vorhees

  	
   

  	
  NJ

  
	
  HUB
  Properties Trust

  	
   

  	
  Signature
  91, 35 Thorpe Ave

  	
   

  	
  Wallingford

  	
   

  	
  CT

  
	
  HUB
  Properties Trust

  	
   

  	
  Owens &
  Minor Office/Distrib

  	
   

  	
  Greenberg

  	
   

  	
  PA

  



 

















 


	
  HUB
  Properties Trust

  	
   

  	
  Kings Mill
  Office Bldg

  	
   

  	
  Mason

  	
   

  	
  OH

  
	
  HUB
  Properties Trust

  	
   

  	
  Kings Park

  	
   

  	
  Irondequoit

  	
   

  	
  NY

  
	
  HUB
  Properties Trust

  	
   

  	
  Austin
  Surgical Plaza

  	
   

  	
  Austin

  	
   

  	
  TX

  
	
  HUB
  Properties Trust

  	
   

  	
  Chase Bldg

  	
   

  	
  Wilmington

  	
   

  	
  DE

  
	
  HUB Properties
  Trust

  	
   

  	
  7-9 Vreeland
  Road

  	
   

  	
  Florham Park

  	
   

  	
  NJ

  
	
  HUB
  Properties Trust

  	
   

  	
  3330 North
  Washington Blvd

  	
   

  	
  Arlington

  	
   

  	
  VA

  
	
  HUB
  Properties Trust

  	
   

  	
  One Memphis
  Place

  	
   

  	
  Memphis

  	
   

  	
  TN

  
	
  HUB
  Properties Trust

  	
   

  	
  700
  Cherington Parkway

  	
   

  	
  Pittsburgh

  	
   

  	
  PA

  
	
  HUB
  Properties Trust

  	
   

  	
  Metro Exec
  Ctr-4201 Patterson

  	
   

  	
  Baltimore

  	
   

  	
  MD

  
	
  HUB
  Properties Trust

  	
   

  	
  580 Virginia
  Drive

  	
   

  	
  Ft.
  Washington

  	
   

  	
  PA

  
	
  HUB
  Properties Trust

  	
   

  	
  Liberty
  Plaza

  	
   

  	
  Wallingford

  	
   

  	
  CT

  
	
  HUB
  Properties Trust

  	
   

  	
  2800
  Eisenhower Dr

  	
   

  	
  Alexandria

  	
   

  	
  VA

  
	
  HUB
  Properties Trust

  	
   

  	
  3000 Goffs
  Falls Road

  	
   

  	
  Manchester

  	
   

  	
  NH

  
	
  HUB
  Properties Trust

  	
   

  	
  Meridian
  Executive Park, 1601 Rio Grande

  	
   

  	
  Austin

  	
   

  	
  TX

  
	
  HUB
  Properties Trust

  	
   

  	
  1525 Locust
  St.

  	
   

  	
  Philadelphia

  	
   

  	
  PA

  
	
  HUB
  Properties Trust

  	
   

  	
  One Suffolk
  Square

  	
   

  	
  Islandia

  	
   

  	
  NY

  
	
  HUB
  Properties Trust

  	
   

  	
  The
  Pavillion, 200 Old County Rd.

  	
   

  	
  Mineola

  	
   

  	
  NY

  
	
  HUB
  Properties Trust

  	
   

  	
  One Lincoln
  Center

  	
   

  	
  Syracuse

  	
   

  	
  NY

  
	
  HUB
  Properties Trust

  	
   

  	
  Exchange
  Park

  	
   

  	
  Austin

  	
   

  	
  TX

  
	
  HUB
  Properties Trust

  	
   

  	
  Regents
  Center

  	
   

  	
  Tempe

  	
   

  	
  AZ

  
	
  HUB
  Properties Trust

  	
   

  	
  1001
  Jefferson Plaza

  	
   

  	
  Wilmington

  	
   

  	
  DE

  
	
  HUB
  Properties Trust

  	
   

  	
  Two
  Corporate Center Drive

  	
   

  	
  Melville

  	
   

  	
  NY

  
	
  HUB
  Properties Trust

  	
   

  	
  2444 West
  Las Palmerita Drive

  	
   

  	
  Phoenix

  	
   

  	
  AZ

  
	
  HUB
  Properties Trust

  	
   

  	
  Parkside
  Office Bldg

  	
   

  	
  San Antonio

  	
   

  	
  TX

  
	
  HUB
  Properties Trust

  	
   

  	
  Atrium
  Office Centre

  	
   

  	
  Austin

  	
   

  	
  TX

  
	
  HUB
  Properties Trust

  	
   

  	
  Quadrant
  Office Bldg

  	
   

  	
  Brooklyn
  Park

  	
   

  	
  MN

  
	
  HUB
  Properties Trust

  	
   

  	
  Superior
  Plaza

  	
   

  	
  St. Louis
  Park

  	
   

  	
  MN

  
	
  HUB
  Properties Trust

  	
   

  	
  Willow Creek
  Plaza

  	
   

  	
  Plymouth

  	
   

  	
  MN

  
	
  HUB
  Properties Trust

  	
   

  	
  Capitol
  Office Building

  	
   

  	
  St. Paul

  	
   

  	
  MN

  
	
  HUB
  Properties Trust

  	
   

  	
  Old Court
  Medical Bldg

  	
   

  	
  Pikesville

  	
   

  	
  MD

  
	
  HUB
  Properties Trust

  	
   

  	
  The Oklahoma
  Clinics

  	
   

  	
  Oklahoma
  City

  	
   

  	
  OK

  
	
  HUB
  Properties Trust

  	
   

  	
  Cherrington
  Corporate Center

  	
   

  	
  Moon
  Township

  	
   

  	
  PA

  
	
  HUB
  Properties Trust

  	
   

  	
  Albuquerque
  Office Complex

  	
   

  	
  Albuquerque

  	
   

  	
  NM

  
	
  HUB
  Properties Trust

  	
   

  	
  Union Meeting
  Corporate Center III

  	
   

  	
  Blue Bell

  	
   

  	
  PA

  
	
  HUB
  Properties Trust

  	
   

  	
  251 Salina
  Meadows Parkway

  	
   

  	
  Syracuse

  	
   

  	
  NY

  
	
  HUB
  Properties Trust

  	
   

  	
  Wright I
  & II

  	
   

  	
  Chantilly

  	
   

  	
  VA

  
	
  HUB
  Properties Trust

  	
   

  	
  Lakeview
  Plaza

  	
   

  	
  Austin

  	
   

  	
  TX

  
	
  HUB
  Properties Trust

  	
   

  	
  3840 South
  Wadsworth Blvd.

  	
   

  	
  Lakewood

  	
   

  	
  CO

  
	
  HUB
  Properties Trust

  	
   

  	
  Widewaters V

  	
   

  	
  DeWitt

  	
   

  	
  NY

  
	
  HUB
  Properties Trust

  	
   

  	
  Highland
  Place II

  	
   

  	
  Englewood

  	
   

  	
  CO

  
	
  HUB
  Properties Trust

  	
   

  	
  Anasazi
  Place

  	
   

  	
  Phoenix

  	
   

  	
  AZ

  
	
  HUB
  Properties Trust

  	
   

  	
  One South
  Church (Unisource)

  	
   

  	
  Tucson

  	
   

  	
  AZ

  
	
  HUB
  Properties Trust

  	
   

  	
  Sky Park
  Centre

  	
   

  	
  San Diego

  	
   

  	
  CA

  
	
  HUB
  Properties Trust

  	
   

  	
  Centre
  Square

  	
   

  	
  Philadelphia

  	
   

  	
  PA

  
	
  HUB
  Properties Trust

  	
   

  	
  Park Central

  	
   

  	
  Norfolk

  	
   

  	
  VA

  
	
  HUB
  Properties Trust

  	
   

  	
  One
  Constitution Way

  	
   

  	
  Foxborough

  	
   

  	
  MA

  
	
  HUB
  Properties Trust

  	
   

  	
  5555 North
  Beach St

  	
   

  	
  Fort Worth

  	
   

  	
  TX

  
	
  HUB Properties
  Trust

  	
   

  	
  Atrium at
  Circleport II

  	
   

  	
  Erlanger

  	
   

  	
  KY

  
	
  HUB
  Properties Trust

  	
   

  	
  599 Research
  Parkway

  	
   

  	
  Meriden

  	
   

  	
  CT

  
	
  HUB
  Properties Trust

  	
   

  	
  Cabot
  Business Park

  	
   

  	
  Mansfield

  	
   

  	
  MA

  



 

















 


	
  HUB
  Properties Trust

  	
   

  	
  100
  Northfield Drive

  	
   

  	
  Windsor

  	
   

  	
  CT

  
	
  HUB
  Properties Trust

  	
   

  	
  Mansfield
  Corp Center

  	
   

  	
  Mansfield

  	
   

  	
  MA

  
	
  HUB
  Properties Trust

  	
   

  	
  !25 The Way

  	
   

  	
  Albuquerque

  	
   

  	
  NM

  
	
  HUB
  Properties Trust

  	
   

  	
  Pine View
  Pointe

  	
   

  	
  St. Louis

  	
   

  	
  MO

  
	
  HUB
  Properties Trust

  	
   

  	
  Alton
  Corporate Center

  	
   

  	
  Santa Ana

  	
   

  	
  CA

  
	
  HUB
  Properties Trust

  	
   

  	
  1900 Drury
  Drive

  	
   

  	
  Arnold

  	
   

  	
  MO

  
	
  Quarry Lake
  Properties Trust

  	
   

  	
  Quarry Lake

  	
   

  	
  Austin

  	
   

  	
  TX

  
	
  Bridgepoint
  Property Trust

  	
   

  	
  6300
  Bridgepoint Pkwy

  	
   

  	
  Austin

  	
   

  	
  TX

  
	
  1600 Market
  St. Property Trust

  	
   

  	
  1600 Market
  St

  	
   

  	
  Philadelphia

  	
   

  	
  PA

  
	
  1600 Market
  St. Property Trust

  	
   

  	
  Vorhees Ctr,
  1000 Vorhs

  	
   

  	
  Vorhees

  	
   

  	
  NJ

  
	
  Nine Penn
  Center Associates LP

  	
   

  	
  Mellon Bank
  Bldg, 1735 Mkt St

  	
   

  	
  Philadelphia

  	
   

  	
  PA

  
	
  HRPT Medical
  Buildings Realty Trust

  	
   

  	
  1295
  Boylston Street

  	
   

  	
  Boston

  	
   

  	
  MA

  
	
  HRPT Medical
  Buildings Realty Trust

  	
   

  	
  109
  Brookline Avenue

  	
   

  	
  Boston

  	
   

  	
  MA

  
	
  47 Harvard
  Street Real Estate Trust

  	
   

  	
  47 Harvard
  Street

  	
   

  	
  Westwood

  	
   

  	
  MA

  
	
  University
  Avenue Realty Trust

  	
   

  	
  145
  University Avenue

  	
   

  	
  Westwood

  	
   

  	
  MA

  
	
  MOB Realty
  Trust

  	
   

  	
  Fallon
  Clinics

  	
   

  	
  Various

  	
   

  	
  MA

  
	
  4 Maguire
  Road Realty Trust

  	
   

  	
  4 Maguire Rd

  	
   

  	
  Lexington

  	
   

  	
  MA

  
	
  HUB Realty
  Golden, Inc.

  	
   

  	
  16194 West
  45th Street

  	
   

  	
  Golden

  	
   

  	
  CO

  
	
  Putnam Place
  Realty Trust

  	
   

  	
  Adams Place

  	
   

  	
  Quincy

  	
   

  	
  MA

  
	
  HUB MA
  Realty Trust

  	
   

  	
  165
  University Ave

  	
   

  	
  Westwood

  	
   

  	
  MA

  
	
  HRPT
  Properties Trust

  	
   

  	
  HIP of NY

  	
   

  	
  White Plains

  	
   

  	
  NY

  
	
  HRPT
  Properties Trust

  	
   

  	
  HIP of NY

  	
   

  	
  Brooklyn

  	
   

  	
  NY

  
	
  HRPT
  Properties Trust

  	
   

  	
  373 Inverness

  	
   

  	
  Englewood

  	
   

  	
  CO

  
	
  Fourth &
  Roma Property Trust

  	
   

  	
  Fourth &
  Roma

  	
   

  	
  Albuquerque

  	
   

  	
  NM

  
	
  Indiana Ave
  LLC

  	
   

  	
  625 Indiana
  Avenue

  	
   

  	
  Washington

  	
   

  	
  DC

  
	
  HUB Realty
  College Park I, LLC

  	
   

  	
  4700 River
  Road

  	
   

  	
  Riverdale

  	
   

  	
  MD

  
	
  HUB Realty
  Kansas City, Inc.

  	
   

  	
  4241 N.E.
  34th Street

  	
   

  	
  Kansas City

  	
   

  	
  MO

  
	
  HUB Realty
  Funding, Inc.

  	
   

  	
  15 Twelfth
  Street

  	
   

  	
  Petersburg

  	
   

  	
  AK

  
	
  HUB Realty
  Funding, Inc.

  	
   

  	
  711 14th
  Avenue

  	
   

  	
  Safford

  	
   

  	
  AZ

  
	
  HUB Realty
  Funding, Inc.

  	
   

  	
  220 E. Bryan
  Street

  	
   

  	
  Savannah

  	
   

  	
  GA

  
	
  HUB Realty
  Funding, Inc.

  	
   

  	
  435 Montano
  Boulevard

  	
   

  	
  Albuquerque

  	
   

  	
  NM

  
	
  HUB Realty
  Funding, Inc.

  	
   

  	
  9797 Aero
  Drive

  	
   

  	
  San Diego

  	
   

  	
  CA

  
	
  HUB Realty
  Funding, Inc.

  	
   

  	
  5353 North
  Yellowstone Dr

  	
   

  	
  Cheyenne

  	
   

  	
  WY

  
	
  HUB Realty
  Funding, Inc.

  	
   

  	
  1474 Rodeo
  Road

  	
   

  	
  Santa Fe

  	
   

  	
  NM

  
	
  HUB Realty
  Funding, Inc.

  	
   

  	
  820 West
  Diamond Avenue

  	
   

  	
  Gaithersburg

  	
   

  	
  MD

  
	
  HUB Realty
  Funding, Inc.

  	
   

  	
  20400
  Century Boulevard

  	
   

  	
  Germantown

  	
   

  	
  MD

  
	
  HUB Realty
  Funding, Inc.

  	
   

  	
  6710 Oxon
  Hill Drive

  	
   

  	
  Oxon Hill

  	
   

  	
  MD

  
	
  HUB Realty
  Funding, Inc.

  	
   

  	
  5600
  Columbia Pike

  	
   

  	
  Falls Church

  	
   

  	
  VA

  
	
  HUB Realty
  Funding, Inc.

  	
   

  	
  20
  Massachusetts Avenue

  	
   

  	
  Washington

  	
   

  	
  DC

  
	
  HUB Realty
  Funding, Inc.

  	
   

  	
  400 State
  Avenue

  	
   

  	
  Kansas City

  	
   

  	
  KS

  
	
  HUB Realty
  Funding, Inc.

  	
   

  	
  3285 E.
  Hemisphere Loop

  	
   

  	
  Tucson

  	
   

  	
  AZ

  
	
  HUB Realty
  Funding, Inc.

  	
   

  	
  201
  Indianola Avenue

  	
   

  	
  Phoenix

  	
   

  	
  AZ

  
	
  HUB Realty
  Richland, Inc.

  	
   

  	
  2420 &
  2430 Stevens Ctr Pl

  	
   

  	
  Richland

  	
   

  	
  WA

  
	
  Causeway
  Holdings, Inc.

  	
   

  	
  251 Causeway
  Street

  	
   

  	
  Boston

  	
   

  	
  MA

  
	
  FCL
  Acquisition Trust

  	
   

  	
  Health Prime

  	
   

  	
  Florence

  	
   

  	
  KS

  



 

















 


Part II (Permitted Liens)


 


1.               Mortgage by Hub Realty Buffalo, Inc. to
and for the benefit of M&T Real Estate, Inc. (Secured)


 


2.               Mortgage by Hub Realty Richland, Inc. to
and for the benefit of Canadian Imperial Bank of Commerce. (Secured)


 


3.               Open-End Leasehold Mortgage, Assignment
of Leases and Rents, Security Agreement and Fixture Filing, dated December 15,
2000, made by Franklin Plaza Property Trust, as Mortgagor, to and for the
benefit of Merrill Lynch Mortgage Lending, Inc., as Mortgagee. (Secured)


 


4.               Deed of Trust, Assignment of Leases and
Rents, Security Agreement and Fixture Filing, dated December 15, 2000, made by
Cedars LA LLC to Lawyers Title for the benefit of Merrill Lynch Mortgage
Lending, Inc. (Secured)


 


5.               Loan and Security Agreement, dated
December 15, 2000, by and between Cedars LA LLC, Herald Square LLC, Indiana
Avenue LLC, Bridgeport Property Trust, Lakewood Property Trust and 1600 Market
Street Property Trust, collectively as Borrowers, and Merrill Lynch Mortgage
Lending, Inc., as Lender. (Secured)


 


6.                Deed of Trust, Assignment of Leases and
Rents, Security Agreement and Fixture Filing, dated December 15, 2000, made by
Lakewood Property Trust in favor of William Z. Fairbanks, Jr. and for the
benefit of Merrill Lynch Mortgage Lending, Inc. (Secured)


 


7.               Deed of Trust, Assignment of Leases and
Rents, Security Agreement and Fixture Filing, dated December 15, 2000, made by
Herald Square LLC to Lawyers Title Realty Services, Inc. for the benefit of
Merrill Lynch Mortgage Lending, Inc. (Secured)


 


8.               Mortgage by Rosedale Properties LLC to
and for the benefit of DLJ Commercial Corp. (Secured)


 


9.               Mortgage by Quarry Lake Properties Trust
to and for the benefit of Teachers. (Secured)


 


10.         Deed of Trust, Assignment of Leases and Rents,
Security Agreement and Fixture Filing, dated December 15, 2000, made by
Bridgepoint Property Trust in favor of William Z. Fairbanks, Jr. and for the
benefit of Merrill Lynch Mortgage Lending, Inc. (Secured)


 


11.         Deed of Trust, Assignment of Leases and Rents,
Security Agreement and Fixture Filing, dated December 15, 2000, made by Indiana
Avenue to Lawyers Title Realty Services, Inc. for the benefit of Merrill Lynch
Mortgage Lending, Inc. (Secured)


 


12.         Open-End Leasehold Mortgage, Assignment of
Leases and Rents, Security Agreement and Fixture Filing, dated December 15,
2000, made by 1600 Market Street Property Trust, as Mortgagor, to and for the
benefit of Merrill Lynch Mortgage Lending, Inc., as Mortgagee. (Secured)


 

















 


13.         Loan and Security Agreement, dated December
15, 2000, entered into by and between Franklin Plaza Property Trust, as
Borrower and Merrill Lynch Mortgage Lending, Inc., as Lender. (Secured)


 


 



















 


SCHEDULE 6.1(g)


 


Indebtedness and
Guaranties


 


 


1.               Indenture, dated July 9, 1997, by and between Borrower
and State Street Bank and Trust Company, as Trustee (Unsecured)


2.               Supplemental Indenture No. 3, dated February 23, 1998,
by and between Borrower and State Street Bank and Trust Company, relating to
6.70% Senior Notes due 2005 (Unsecured) ($100,000,000)


3.               Supplemental Indenture No. 8, dated July 31, 2000, by
and between Borrower and State Street Bank and Trust Company, relating to
8.875% Senior Notes due 2010 (Unsecured) ($30,000,000)


4.               Supplemental Indenture No. 9, dated September 29,
2000, by and between Borrower and State Street Bank and Trust Company, relating
to 8.625% Senior Notes due 2010 (Unsecured) ($20,000,000)


5.               Supplemental Indenture No. 10, dated April 10, 2002,
by and between Borrower and State Street Bank and Trust Company, relating to
6.95% Senior Notes due 2012 (Unsecured) ($200,000,000)


6.               Supplemental Indenture No. 11, dated December 6, 2002,
by and between Borrower and State Street Bank and Trust Company, relating to
6.50% Senior Notes due 2013 (Unsecured) ($200,000,000)


7.               Supplemental Indenture No. 12, dated January 30, 2003,
by and between Borrower and U.S. National Bank Association, relating to 6.40%
Senior Notes due 2015 (Unsecured) ($200,000,000)


8.               Supplemental Indenture No. 13, dated October 30, 2003,
by and between Borrower and U.S. National Bank Association, relating to 5.75%
Senior Notes due 2014 (Unsecured) ($250,000,000)


9.               Mortgage by Hub Realty Buffalo, Inc. to and for the
benefit of M&T Real Estate, Inc. (Secured) ($7,203,001)


10.         Mortgage by Hub Realty Richland, Inc. to and for the
benefit of Canadian Imperial Bank of Commerce. (Secured) ($7,869,086)


11.         Open-End Leasehold Mortgage, Assignment of Leases and
Rents, Security Agreement and Fixture Filing, dated December 15, 2000, made by
Franklin Plaza Property Trust, as Mortgagor, to and for the benefit of Merrill
Lynch Mortgage Lending, Inc., as Mortgagee. (Secured) ($44,000,000)

















 


12.         Deed of Trust, Assignment of Leases and Rents,
Security Agreement and Fixture Filing, dated December 15, 2000, made by Cedars
LA LLC to Lawyers Title for the benefit of Merrill Lynch Mortgage Lending, Inc.
(Secured) ($70,646,906)


13.         Loan and Security Agreement, dated December 15, 2000,
by and between Cedars LA LLC, Herald Square LLC, Indiana Avenue LLC, Bridgeport
Property Trust, Lakewood Property Trust and 1600 Market Street Property Trust,
collectively as Borrowers, and Merrill Lynch Mortgage Lending, Inc., as Lender.
(Secured)


14.          Deed of Trust, Assignment of Leases and Rents,
Security Agreement and Fixture Filing, dated December 15, 2000, made by
Lakewood Property Trust in favor of William Z. Fairbanks, Jr. and for the
benefit of Merrill Lynch Mortgage Lending, Inc. (Secured) ($22,613,529)


15.         Deed of Trust, Assignment of Leases and Rents,
Security Agreement and Fixture Filing, dated December 15, 2000, made by Herald
Square LLC to Lawyers Title Realty Services, Inc. for the benefit of Merrill
Lynch Mortgage Lending, Inc. (Secured) ($31,097,482)


16.         Mortgage by Rosedale Properties LLC to and for the
benefit of DLJ Commercial Corp. (Secured) ($16,835,546)


17.         Mortgage by Quarry Lake Properties Trust to and for
the benefit of Teachers. (Secured) ($10,290,781)


18.         Deed of Trust, Assignment of Leases and Rents,
Security Agreement and Fixture Filing, dated December 15, 2000, made by
Bridgepoint Property Trust in favor of William Z. Fairbanks, Jr. and for the
benefit of Merrill Lynch Mortgage Lending, Inc. (Secured) (43,983,469)


19.         Deed of Trust, Assignment of Leases and Rents,
Security Agreement and Fixture Filing, dated December 15, 2000, made by Indiana
Avenue to Lawyers Title Realty Services, Inc. for the benefit of Merrill Lynch
Mortgage Lending, Inc. (Secured) ($22,525,255)


20.         Open-End Leasehold Mortgage, Assignment of Leases and
Rents, Security Agreement and Fixture Filing, dated December 15, 2000, made by
1600 Market Street Property Trust, as Mortgagor, to and for the benefit of
Merrill Lynch Mortgage Lending, Inc., as Mortgagee. (Secured) ($61,343,271)


21.         Exceptions to Non-Recourse Guaranty, dated December
15, 2000, entered into by Hub Realty College Park I, LLC, as Guarantor, for the
benefit of Merrill Lynch Mortgage Lending, Inc., as Lender, in reference to the
$260,000,000 loan. (Secured)


22.         Exceptions to Non-Recourse Guaranty, dated December
15, 2000, entered by Hub Realty College Park I, LLC, as Guarantor, for the
benefit of Merrill Lynch Mortgage Lending, Inc., as Lender, in reference to the
$44,000,000 loan. (Secured)


 

















 


23.         Loan and Security Agreement, dated December 15, 2000,
entered into by and between Franklin Plaza Property Trust, as Borrower and
Merrill Lynch Mortgage Lending, Inc., as Lender. (Secured)


24.         Credit Agreement, dated as of April 30, 2001, by and
among the Company; the financial institutions initially a signatory thereto
together with their assignees; First Union National Bank, as Agent; First Union
Securities, Inc., as Lead Arranger; Fleet National Bank, as Co-Lead Arranger;
Wells Fargo Bank, National Association, as Syndication Agent; and each of
Commerzbank Aktiengesellschaft New York Branch, The Bank of New York and Fleet
National Bank, as Documentation Agents. 
($412,000,000)


25.         First Amendment, dated as of December 19, 2002 to
Credit Agreement, dated as of April 30, 2001, by and among the Borrower, each
of the financial institutions initially a signatory thereto and Wachovia Bank,
National Association (f/k/a First Union National Bank), as Agent.


 


 


 


 


 


[Amounts stated above represent the unpaid
principal balance as of 12/31/03]


 


 



















 


SCHEDULE 6.1(h)


 


Material Contracts


 


1.               Advisory Agreement by and between REIT Management
& Research, Inc. and the Borrower dated as of January 1, 1998.


2.               Amendment No. 1 to Advisory Agreement between the
Borrower and REIT Management & Research, Inc. dated as of October 12, 1999.


3.               Master Management Agreement by and between the
Borrower and REIT Management & Research, Inc., dated as of January 1, 1998.


4.               Transaction Agreement between Senior Housing
Properties Trust and the Borrower, dated as of September 21, 1999.


5.               Promissory Note in the amount of $260,000,000, dated
December 15, 2000, issued by Cedars LA LLC, Herald Square LLC, Indiana Avenue
LLC, Bridgepoint Property Trust, Lakewood Property Trust and 1600 Market Street
Property Trust, collectively as Borrowers, to Merrill Lynch Mortgage Lending,
Inc., as Lender.


6.               Promissory Note in the amount of $44,000,000, dated
December 15, 2000, issued by Franklin Plaza Property Trust, as Borrower, to
Merrill Lynch Mortgage Lending, Inc., as Lender.


7.               Credit Agreement, dated as of April 30, 2001, by and
among the Company; the financial institutions initially a signatory thereto
together with their assignees; First Union National Bank, as Agent; First Union
Securities, Inc., as Lead Arranger; Fleet National Bank, as Co-Lead Arranger;
Wells Fargo Bank, National Association, as Syndication Agent; and each of
Commerzbank Aktiengesellschaft New York Branch, The Bank of New York and Fleet
National Bank, as Documentation Agents.


8.               First Amendment, dated as of December 19, 2002 to
Credit Agreement, dated as of April 30, 2001, by and among the Borrower, each
of the financial institutions initially a signatory thereto and Wachovia Bank,
National Association (f/k/a First Union National Bank), as Agent.


9.               Purchase and Sale Agreement dated
November 6, 2003, by and between the Trustees Under the Will and of the Estate
of Samuel Damon, Deceased, as seller, and HRPT Properties Trust, as purchaser.


10.         First Amendment to Purchase and Sale Agreement dated
December 4, 2003, between the Trustees Under the Will and of the Estate of
Samuel Damon, Deceased, as seller, and HRPT Properties Trust, as purchaser.


11.         Agreements listed on Schedule 6.1(g).

















 


[Certain of the foregoing
may not constitute Material Contracts but


are provided for
informational purposes.]



















 


 


SCHEDULE 6.1(i)


 


Litigation


 


None


 


 



















 


SCHEDULE 6.1(k)


 


Financial Statements


 


None.


 



















 


SCHEDULE 6.1(y)


 


List of
Unencumbered Assets


 


Part I (Unencumbered Assets)


 


 


	
  Street

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
   Properties

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  80 Sand Island Access Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  525 North King St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  94-240 Pupuole St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  Subtotal – Higgins Properties LLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1

  
	
  1052 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2875 Paa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2833 Paa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2879 Paa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  1045 Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  1000 Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  1030 Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2850 Paa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2828 Paa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2886 Paa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  1122 Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  1024 Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2810 Paa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  1055 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  Subtotal – LTMAC Properties LLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1

  
	
  2808 Kam Hwy

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2815 Kilihau St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2821 Kilihau St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2829 Kilihau St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  819 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  692 Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2969 Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  812 Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2804 Kilihau St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2814 Kilihau St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2831 Awaawaloa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2857 Awaawaloa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2812 Awaawaloa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  733 Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2827 Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2831 Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  789 Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2839 Mokumoa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2861 Mokumoa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  633 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  669 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  673 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  



 

















 


	
  949 Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2850 Mokumoa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2840 Mokumoa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2830 Mokumoa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  918 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  944 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2819 Pukoloa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2829 Pukoloa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2841 Pukoloa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2810 Pukoloa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2635 Waiwai Loop

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2635 Waiwai Loop

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  905 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  1062 Kikowaena St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  1050 Kikowaena St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  1024 Kikowaena St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  151 Puuhale Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2106 Kaliawa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  140 Puuhale Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2122 Kaliawa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  204 Sand Island Access Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  Subtotal – Masters Properties LLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2

  
	
  238 Sand Island Access Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  214 Sand Island Access Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2344 Pahounui Dr

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2308 Pahounui Dr

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2276 Pahounui Dr

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2264 Pahounui Dr

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  228 Mohonua Pl

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  Subtotal – Orville Properties LLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1

  
	
  848 Ala Lilikoi Blvd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  846 Ala Lilikoi Blvd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  Subtotal – RFRI Properties LLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1

  
	
  2760 Kam Hwy

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  609 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  675 Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  619 Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2829 Awaawaloa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2847 Awaawaloa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2816 Awaawaloa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2836 Awaawaloa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2815 Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2849 Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2915 Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  645 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  659 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  148 Mokauea St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2135 Auiki St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  180 Sand Island Access Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  158 Sand Island Access Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  



 


 

















 


	
  2250 Pahounui Dr

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  212 Mohonua Pl

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  218 Mohonua Pl

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  Subtotal – Robin 1 Properties LLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1

  
	
  1391 Kahai St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  142 Mokauea St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  120 Mokauea St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  120 Mokauea St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  1926 Auiki St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  125 Puuhale Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  207 Puuhale Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  125 Puuhale Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  125B Puuhale Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2019 Kahai St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2001 Kahai St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  113 Puuhale Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2020 Auiki St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  220 Puuhale Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  150 Puuhale Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  197 Sand Island Access Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  231 Sand Island Access Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  179 Sand Island Access Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2140 Kaliawa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  165 Sand Island Access Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  231 Sand Island Access Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2144 Auiki St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2139 Kaliawa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2103 Kaliawa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2127 Auiki St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  106 Puuhale Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2110 Auiki St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  Subtotal – Tanaka Properties LLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1

  
	
  1360 Pali Hwy (Safeway)

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  1360 Pali Hwy (Longs)

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  33 S. Vineyard Blvd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  Subtotal – TedCal Properties LLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1

  
	
  2833 Kilihau St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2839 Kilihau St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  729 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  739 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  761 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  803 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  855 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  865 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  659 Puuloa Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  667 Puuloa Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  679 Puuloa Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  689 Puuloa Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  704 Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  759 Puuloa Rd

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  



 


 

















 


	
  766 Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  770 Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  822 Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  830 Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  842 Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  852 Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2965 Mokumoa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2838 Kilihau St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  660 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  702 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2850 Awaawaloa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2864 Awaawaloa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2846-A Awaawaloa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2850 Awaawaloa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2809 Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2855 Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  808 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2806 Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2826 Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2844 Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2858 Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2868 Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2906 Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2908 Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2928 Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2928 Kaihikapu St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  850 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2819 Mokumoa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2819 Mokumoa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2869 Mokumoa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2879 Mokumoa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2889 Mokumoa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  851 Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  855 Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  685 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  697 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  709 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  719 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  Subtotal – TSM Properties LLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1

  
	
  910 Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2960 Mokumoa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  930 Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  950 Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  960 Mapunapuna St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2864 Mokumoa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  970 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2855 Pukoloa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  2856 Pukoloa St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  960 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  1038 Kikowaena St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  



 


 

















 


	
  1027 Kikowaena St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  1150 Kikowaena St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  1001 Ahua St

  	
   

  	
  Oahu

  	
   

  	
  HI

  	
   

  	
   

  
	
  Subtotal – Z&A Properties LLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1

  
	
  4 South 84th Avenue

  	
   

  	
  Tolleson

  	
   

  	
  AZ

  	
   

  	
  1

  
	
  4560 Viewridge Avenue

  	
   

  	
  San Diego

  	
   

  	
  CA

  	
   

  	
  1

  
	
  55 North Robinson

  	
   

  	
  Oklahoma City

  	
   

  	
  OK

  	
   

  	
  1

  
	
  2029 Stonewall Jackson Dr

  	
   

  	
  Falling Waters

  	
   

  	
  WV

  	
   

  	
  1

  
	
  4181 Ruffin Road

  	
   

  	
  San Diego

  	
   

  	
  CA

  	
   

  	
  1

  
	
  5051 Rodeo Road

  	
   

  	
  Los Angeles

  	
   

  	
  CA

  	
   

  	
  1

  
	
  701 Clay Avenue

  	
   

  	
  Waco

  	
   

  	
  TX

  	
   

  	
  1

  
	
  The Towle Building

  	
   

  	
  Minneapolis

  	
   

  	
  MN

  	
   

  	
  1

  
	
  One Montvale

  	
   

  	
  Stoneham

  	
   

  	
  MA

  	
   

  	
  1

  
	
  One Park Square

  	
   

  	
  Albuquerque

  	
   

  	
  NM

  	
   

  	
  6

  
	
  5045 East Butler Ave

  	
   

  	
  Fresno

  	
   

  	
  CA

  	
   

  	
  1

  
	
  Corporate Center

  	
   

  	
  Lakewood

  	
   

  	
  CO

  	
   

  	
  3

  
	
  1401 Rockville Pike-Wdmt

  	
   

  	
  Rockville

  	
   

  	
  MD

  	
   

  	
  1

  
	
  701 George Washington Hw

  	
   

  	
  Lincoln

  	
   

  	
  RI

  	
   

  	
  1

  
	
  812 San Antonio Park

  	
   

  	
  Austin

  	
   

  	
  TX

  	
   

  	
  1

  
	
  Research Park (includes
  Solectron Expan.)

  	
   

  	
  Austin

  	
   

  	
  TX

  	
   

  	
  3

  
	
  Research Park – Land

  	
   

  	
  Austin

  	
   

  	
  TX

  	
   

  	
  0

  
	
  Research Park – Phase II

  	
   

  	
  Austin

  	
   

  	
  TX

  	
   

  	
  2

  
	
  Research Park – Cisco II

  	
   

  	
  Austin

  	
   

  	
  TX

  	
   

  	
  1

  
	
  Candler Building

  	
   

  	
  Baltimore

  	
   

  	
  MD

  	
   

  	
  1

  
	
  1145 19th Street

  	
   

  	
  Washington

  	
   

  	
  DC

  	
   

  	
  1

  
	
  Fair Oaks

  	
   

  	
  Fairfax

  	
   

  	
  VA

  	
   

  	
  1

  
	
  Torrey Pines, Sci Pk Rd

  	
   

  	
  San Diego

  	
   

  	
  CA

  	
   

  	
  3

  
	
  Sorrento Valley, Oberlin
  Dr

  	
   

  	
  San Diego

  	
   

  	
  CA

  	
   

  	
  4

  
	
  443 Gulph Road

  	
   

  	
  King of Prussia

  	
   

  	
  PA

  	
   

  	
  1

  
	
  1035 Virginia Drive

  	
   

  	
  Ft. Washington

  	
   

  	
  PA

  	
   

  	
  1

  
	
  515 Penn Ave

  	
   

  	
  Ft. Washington

  	
   

  	
  PA

  	
   

  	
  1

  
	
  525 Virginia Drive

  	
   

  	
  Ft. Washington

  	
   

  	
  PA

  	
   

  	
  1

  
	
  723 Drescher Road

  	
   

  	
  Horsham

  	
   

  	
  PA

  	
   

  	
  1

  
	
  830 E. Potomac Circle

  	
   

  	
  Aurora

  	
   

  	
  CO

  	
   

  	
  1

  
	
  100 South Charles St, Twr
  II

  	
   

  	
  Baltimore

  	
   

  	
  MD

  	
   

  	
  1

  
	
  710 North Euclid

  	
   

  	
  Anaheim

  	
   

  	
  CA

  	
   

  	
  1

  
	
  2141 K St, N.W.

  	
   

  	
  Washington

  	
   

  	
  DC

  	
   

  	
  1

  
	
  3043 Walton Rd

  	
   

  	
  Plymouth Meeting

  	
   

  	
  PA

  	
   

  	
  1

  
	
  475 Virginia Drive

  	
   

  	
  Ft. Washington

  	
   

  	
  PA

  	
   

  	
  1

  
	
  6937 N IH – Founders Bldg

  	
   

  	
  Austin

  	
   

  	
  TX

  	
   

  	
  1

  
	
  216 Mall Boulevard

  	
   

  	
  King of Prussia

  	
   

  	
  PA

  	
   

  	
  1

  
	
  210 Mall Boulevard

  	
   

  	
  King of Prussia

  	
   

  	
  PA

  	
   

  	
  1

  
	
  1911 Mills Ave

  	
   

  	
  Orlando

  	
   

  	
  FL

  	
   

  	
  1

  
	
  1825 Mills Ave

  	
   

  	
  Orlando

  	
   

  	
  FL

  	
   

  	
  1

  
	
  1925 N. Mills Ave

  	
   

  	
  Orlando

  	
   

  	
  FL

  	
   

  	
  1

  
	
  5750 Centre Ave

  	
   

  	
  Pittsburgh

  	
   

  	
  PA

  	
   

  	
  1

  
	
  1305 Corp Ctr Dr-I/Shop

  	
   

  	
  Eagan

  	
   

  	
  MN

  	
   

  	
  1

  
	
  2250 Pilot Knob Rd-I/Shop

  	
   

  	
  Mendota Heights

  	
   

  	
  MN

  	
   

  	
  1

  
	
  4421 W.John Carp Fw-I/Shop

  	
   

  	
  Irving

  	
   

  	
  TX

  	
   

  	
  1

  
	
  4770 Regent Blvd.–I/Shop

  	
   

  	
  Irving

  	
   

  	
  TX

  	
   

  	
  1

  



 


 

















 


	
  8880 Queen Ave-I/shop

  	
   

  	
  Bloomington

  	
   

  	
  MN

  	
   

  	
  1

  
	
  2100 NW 82nd Ave-I/Shop

  	
   

  	
  Miami

  	
   

  	
  FL

  	
   

  	
  1

  
	
  Bailey Square

  	
   

  	
  Austin

  	
   

  	
  TX

  	
   

  	
  1

  
	
  Vorhees Ctr, 333 Laurel
  Oak

  	
   

  	
  Vorhees

  	
   

  	
  NJ

  	
   

  	
  1

  
	
  Vorhees Ctr,400 Laurel Oak

  	
   

  	
  Vorhees

  	
   

  	
  NJ

  	
   

  	
  1

  
	
  Signature 91, 35 Thorpe
  Ave

  	
   

  	
  Wallingford

  	
   

  	
  CT

  	
   

  	
  1

  
	
  Owens & Minor
  Office/Distrib

  	
   

  	
  Greenberg

  	
   

  	
  PA

  	
   

  	
  1

  
	
  Kings Mill Office Bldg

  	
   

  	
  Mason

  	
   

  	
  OH

  	
   

  	
  1

  
	
  Kings Park

  	
   

  	
  Irondequoit

  	
   

  	
  NY

  	
   

  	
  1

  
	
  Austin Surgical Plaza

  	
   

  	
  Austin

  	
   

  	
  TX

  	
   

  	
  1

  
	
  Chase Bldg

  	
   

  	
  Wilmington

  	
   

  	
  DE

  	
   

  	
  1

  
	
  7-9 Vreeland Road

  	
   

  	
  Florham Park

  	
   

  	
  NJ

  	
   

  	
  1

  
	
  3330 North Washington Blvd

  	
   

  	
  Arlington

  	
   

  	
  VA

  	
   

  	
  1

  
	
  One Memphis Place

  	
   

  	
  Memphis

  	
   

  	
  TN

  	
   

  	
  1

  
	
  700 Cherington Parkway

  	
   

  	
  Pittsburgh

  	
   

  	
  PA

  	
   

  	
  1

  
	
  Metro Exec Ctr-4201
  Patterson

  	
   

  	
  Baltimore

  	
   

  	
  MD

  	
   

  	
  1

  
	
  580 Virginia Drive

  	
   

  	
  Ft. Washington

  	
   

  	
  PA

  	
   

  	
  1

  
	
  Liberty Plaza

  	
   

  	
  Wallingford

  	
   

  	
  CT

  	
   

  	
  1

  
	
  2800 Eisenhower Dr

  	
   

  	
  Alexandria

  	
   

  	
  VA

  	
   

  	
  1

  
	
  3000 Goffs Falls Road

  	
   

  	
  Manchester

  	
   

  	
  NH

  	
   

  	
  1

  
	
  Meridian Executive Park,
  1601 Rio Grande

  	
   

  	
  Austin

  	
   

  	
  TX

  	
   

  	
  1

  
	
  1525 Locust St.

  	
   

  	
  Philadelphia

  	
   

  	
  PA

  	
   

  	
  1

  
	
  One Suffolk Square

  	
   

  	
  Islandia

  	
   

  	
  NY

  	
   

  	
  1

  
	
  The Pavillion, 200 Old
  County Rd.

  	
   

  	
  Mineola

  	
   

  	
  NY

  	
   

  	
  1

  
	
  One Lincoln Center

  	
   

  	
  Syracuse

  	
   

  	
  NY

  	
   

  	
  1

  
	
  Exchange Park

  	
   

  	
  Austin

  	
   

  	
  TX

  	
   

  	
  4

  
	
  Regents Center

  	
   

  	
  Tempe

  	
   

  	
  AZ

  	
   

  	
  2

  
	
  1001 Jefferson Plaza

  	
   

  	
  Wilmington

  	
   

  	
  DE

  	
   

  	
  1

  
	
  Two Corporate Center Drive

  	
   

  	
  Melville

  	
   

  	
  NY

  	
   

  	
  1

  
	
  2444 West Las Palmerita
  Drive

  	
   

  	
  Phoenix

  	
   

  	
  AZ

  	
   

  	
  1

  
	
  Parkside Office Bldg

  	
   

  	
  San Antonio

  	
   

  	
  TX

  	
   

  	
  1

  
	
  Atrium Office Centre

  	
   

  	
  Austin

  	
   

  	
  TX

  	
   

  	
  1

  
	
  Quadrant Office Bldg

  	
   

  	
  Brooklyn Park

  	
   

  	
  MN

  	
   

  	
  1

  
	
  Superior Plaza

  	
   

  	
  St. Louis Park

  	
   

  	
  MN

  	
   

  	
  1

  
	
  Willow Creek Plaza

  	
   

  	
  Plymouth

  	
   

  	
  MN

  	
   

  	
  1

  
	
  Capitol Office Building

  	
   

  	
  St. Paul

  	
   

  	
  MN

  	
   

  	
  1

  
	
  Old Court Medical Bldg

  	
   

  	
  Pikesville

  	
   

  	
  MD

  	
   

  	
  1

  
	
  The Oklahoma Clinics

  	
   

  	
  Oklahoma City

  	
   

  	
  OK

  	
   

  	
  4

  
	
  Cherrington Corporate
  Center

  	
   

  	
  Moon Township

  	
   

  	
  PA

  	
   

  	
  6

  
	
  Albuquerque Office Complex

  	
   

  	
  Albuquerque

  	
   

  	
  NM

  	
   

  	
  4

  
	
  Union Meeting Corporate
  Center III

  	
   

  	
  Blue Bell

  	
   

  	
  PA

  	
   

  	
  3

  
	
  251 Salina Meadows Parkway

  	
   

  	
  Syracuse

  	
   

  	
  NY

  	
   

  	
  1

  
	
  Wright I & II

  	
   

  	
  Chantilly

  	
   

  	
  VA

  	
   

  	
  2

  
	
  Lakeview Plaza

  	
   

  	
  Austin

  	
   

  	
  TX

  	
   

  	
  1

  
	
  3840 South Wadsworth Blvd.

  	
   

  	
  Lakewood

  	
   

  	
  CO

  	
   

  	
  2

  
	
  Widewaters V

  	
   

  	
  DeWitt

  	
   

  	
  NY

  	
   

  	
  1

  
	
  Highland Place II

  	
   

  	
  Englewood

  	
   

  	
  CO

  	
   

  	
  1

  
	
  Anasazi Place

  	
   

  	
  Phoenix

  	
   

  	
  AZ

  	
   

  	
  2

  
	
  One South Church
  (Unisource)

  	
   

  	
  Tucson

  	
   

  	
  AZ

  	
   

  	
  1

  
	
  Sky Park Centre

  	
   

  	
  San Diego

  	
   

  	
  CA

  	
   

  	
  3

  



 


 

















 


	
  Centre Square

  	
   

  	
  Philadelphia

  	
   

  	
  PA

  	
   

  	
  1

  
	
  Park Central

  	
   

  	
  Norfolk

  	
   

  	
  VA

  	
   

  	
  3

  
	
  One Constitution Way

  	
   

  	
  Foxborough

  	
   

  	
  MA

  	
   

  	
  1

  
	
  5555 North Beach St

  	
   

  	
  Fort Worth

  	
   

  	
  TX

  	
   

  	
  1

  
	
  Atrium at Circleport II

  	
   

  	
  Erlanger

  	
   

  	
  KY

  	
   

  	
  1

  
	
  599 Research Parkway

  	
   

  	
  Meriden

  	
   

  	
  CT

  	
   

  	
  1

  
	
  Cabot Business Park

  	
   

  	
  Mansfield

  	
   

  	
  MA

  	
   

  	
  3

  
	
  100 Northfield Drive

  	
   

  	
  Windsor

  	
   

  	
  CT

  	
   

  	
  1

  
	
  Mansfield Corp Center

  	
   

  	
  Mansfield

  	
   

  	
  MA

  	
   

  	
  2

  
	
  !25 The Way

  	
   

  	
  Albuquerque

  	
   

  	
  NM

  	
   

  	
  2

  
	
  Pine View Pointe

  	
   

  	
  St. Louis

  	
   

  	
  MO

  	
   

  	
  1

  
	
  Alton Corporate Center

  	
   

  	
  Santa Ana

  	
   

  	
  CA

  	
   

  	
  1

  
	
  1900 Drury Drive

  	
   

  	
  Arnold

  	
   

  	
  MO

  	
   

  	
  1

  
	
  Vorhees Ctr, 1000 Vorhs

  	
   

  	
  Vorhees

  	
   

  	
  NJ

  	
   

  	
  1

  
	
  Mellon Bank Bldg, 1735 Mkt
  St

  	
   

  	
  Philadelphia

  	
   

  	
  PA

  	
   

  	
  1

  
	
  1295 Boylston Street

  	
   

  	
  Boston

  	
   

  	
  MA

  	
   

  	
  1

  
	
  109 Brookline Avenue

  	
   

  	
  Boston

  	
   

  	
  MA

  	
   

  	
  1

  
	
  47 Harvard Street

  	
   

  	
  Westwood

  	
   

  	
  MA

  	
   

  	
  1

  
	
  145 University Avenue

  	
   

  	
  Westwood

  	
   

  	
  MA

  	
   

  	
  1

  
	
  Fallon Clinics

  	
   

  	
  Various

  	
   

  	
  MA

  	
   

  	
  19

  
	
  4 Maguire Rd

  	
   

  	
  Lexington

  	
   

  	
  MA

  	
   

  	
  1

  
	
  16194 West 45th Street

  	
   

  	
  Golden

  	
   

  	
  CO

  	
   

  	
  1

  
	
  Adams Place

  	
   

  	
  Quincy

  	
   

  	
  MA

  	
   

  	
  2

  
	
  165 University Ave

  	
   

  	
  Westwood

  	
   

  	
  MA

  	
   

  	
  1

  
	
  HIP of NY

  	
   

  	
  White Plains

  	
   

  	
  NY

  	
   

  	
  1

  
	
  HIP of NY

  	
   

  	
  Brooklyn

  	
   

  	
  NY

  	
   

  	
  1

  
	
  373 Inverness

  	
   

  	
  Englewood

  	
   

  	
  CO

  	
   

  	
  1

  
	
  Fourth & Roma

  	
   

  	
  Albuquerque

  	
   

  	
  NM

  	
   

  	
  2

  
	
  4700 River Road

  	
   

  	
  Riverdale

  	
   

  	
  MD

  	
   

  	
  1

  
	
  4241 N.E. 34th Street

  	
   

  	
  Kansas City

  	
   

  	
  MO

  	
   

  	
  1

  
	
  15 Twelfth Street

  	
   

  	
  Petersburg

  	
   

  	
  AK

  	
   

  	
  1

  
	
  711 14th Avenue

  	
   

  	
  Safford

  	
   

  	
  AZ

  	
   

  	
  1

  
	
  220 E. Bryan Street

  	
   

  	
  Savannah

  	
   

  	
  GA

  	
   

  	
  1

  
	
  435 Montano Boulevard

  	
   

  	
  Albuquerque

  	
   

  	
  NM

  	
   

  	
  1

  
	
  9797 Aero Drive

  	
   

  	
  San Diego

  	
   

  	
  CA

  	
   

  	
  1

  
	
  5353 North Yellowstone Dr

  	
   

  	
  Cheyenne

  	
   

  	
  WY

  	
   

  	
  1

  
	
  1474 Rodeo Road

  	
   

  	
  Santa Fe

  	
   

  	
  NM

  	
   

  	
  1

  
	
  820 West Diamond Avenue

  	
   

  	
  Gaithersburg

  	
   

  	
  MD

  	
   

  	
  1

  
	
  20400 Century Boulevard

  	
   

  	
  Germantown

  	
   

  	
  MD

  	
   

  	
  1

  
	
  6710 Oxon Hill Drive

  	
   

  	
  Oxon Hill

  	
   

  	
  MD

  	
   

  	
  1

  
	
  5600 Columbia Pike

  	
   

  	
  Falls Church

  	
   

  	
  VA

  	
   

  	
  1

  
	
  20 Massachusetts Avenue

  	
   

  	
  Washington

  	
   

  	
  DC

  	
   

  	
  1

  
	
  400 State Avenue

  	
   

  	
  Kansas City

  	
   

  	
  KS

  	
   

  	
  1

  
	
  3285 E. Hemisphere Loop

  	
   

  	
  Tucson

  	
   

  	
  AZ

  	
   

  	
  1

  
	
  201 Indianola Avenue

  	
   

  	
  Phoenix

  	
   

  	
  AZ

  	
   

  	
  1

  
	
  251 Causeway Street

  	
   

  	
  Boston

  	
   

  	
  MA

  	
   

  	
  1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HRPT Grand Totals

  	
   

  	
   

  	
   

  	
   

  	
  215

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
									



 


 

















 


	
  Part II (Unencumbered
  Mortgage Notes)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Balance

  	
  Maturity

  
	
                  Mortgages:

  	
   

  	
   

  	
   

  
	
  Florence

  	
  KS

  	
  500,000

  	
  12/31/06

  



 


 


 


 



















 


SCHEDULE 9.4


 


Existing Investments


 


 


1.             HPT
—  4,000,000 shares (6.0%)


 


2.             SNH
— 9,660,738 shares (15.2%)


 



















 


EXHIBIT A


 


FORM
OF ASSIGNMENT AND ACCEPTANCE AGREEMENT


 


THIS ASSIGNMENT AND
ACCEPTANCE AGREEMENT dated as of                       , 200   
(the “Agreement”) by and among                                             (the “Assignor”),                                              (the “Assignee”), and
WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent (the “Agent”).


 


WHEREAS, the Assignor is
a Lender under that certain Term Loan Agreement dated as of February 25, 2004
(as amended, restated, supplemented or otherwise modified from time to time,
the “Term Loan Agreement”), by and among HRPT Properties Trust (the
“Borrower”), the financial institutions party thereto and their assignees under
Section 12.5 thereof (the “Lenders”), the Agent, and the other parties
thereto;


 


WHEREAS, the Assignor
desires to assign to the Assignee, among other things, all or a portion of the
Assignor’s Term Loan under the Term Loan Agreement, all on the terms and
conditions set forth herein; and


 


WHEREAS, the Agent consents
to such assignment on the terms and conditions set forth herein;


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged by the parties hereto, the parties hereto hereby agree as follows:


 


Section 1.  Assignment.


 


(a)           Subject to the terms and conditions of this Agreement and
in consideration of the payment to be made by the Assignee to the Assignor
pursuant to Section 2 of this Agreement, effective as of                          , 200   (the “Assignment Date”), the Assignor
hereby irrevocably sells, transfers and assigns to the Assignee, without
recourse, $                           of
the outstanding principal amount of the Term Loan made by the Assignor (such
assigned amount of such Term Loan being the “Assigned Loan”, which
represents             % in respect of
the aggregate amount of all outstanding Term Loans), together with all voting
rights of the Assignor under the Loan Documents associated with the Assigned
Loan, all rights to receive interest on the Assigned Loan and all Fees payable
with respect to the Assigned Loan and all other rights of the Assignor under
the Term Loan Agreement and the other Loan Documents with respect to the
Assigned Loan.  The Assignee, subject to
the terms and conditions hereof, hereby assumes all obligations of the Assignor
with respect to the Assigned Loan as if the Assignee were an original Lender
under and signatory to the Term Loan Agreement holding a Term Loan equal in
principal amount to the Assigned Loan, which obligations shall include, but
shall not be limited to,  the obligation
to indemnify the Agent as provided therein (the foregoing enumerated
obligations, together with all other similar obligations more particularly set
forth in the Term Loan Agreement and the other Loan Documents, shall be
referred to hereinafter, collectively, as the


 


A-1

















“Assigned Obligations”).  The Assignor shall have no further duties or
obligations with respect to, and shall have no further interest in, the
Assigned Obligations or the Assigned Loan from and after the Assignment Date.


 


(b)           The assignment by the Assignor to the Assignee hereunder
is without recourse to the Assignor. 
The Assignee makes and confirms to the Agent, the Assignor, and the
other Lenders all of the representations, warranties and covenants of a Lender
under Article XI. of the Term Loan Agreement.  Not in limitation of the foregoing, the Assignee acknowledges and
agrees that, except as set forth in Section 4 below, the Assignor is
making no representations or warranties with respect to, and the Assignee
hereby releases and discharges the Assignor for any responsibility or liability
for: (i) the present or future solvency or financial condition of the
Borrower, any Subsidiary or any other Loan Party, (ii) any
representations, warranties, statements or information made or furnished by the
Borrower, any Subsidiary or any other Loan Party in connection with the Term
Loan Agreement or otherwise, (iii) the validity, efficacy, sufficiency, or
enforceability of the Term Loan Agreement, any other Loan Document or any other
document or instrument executed in connection therewith, or the collectibility
of the Assigned Obligations, (iv) the perfection, priority or validity of
any Lien with respect to any collateral at any time securing the Obligations or
the Assigned Obligations under the Notes or the Term Loan Agreement and
(v) the performance or failure to perform by the Borrower or any other
Loan Party of any obligation under the Term Loan Agreement or any other Loan
Document to which it is a party. 
Further, the Assignee acknowledges that it has, independently and
without reliance upon the Agent, or on any affiliate or subsidiary thereof, the
Assignor or any other Lender and based on the financial statements supplied by
the Borrower and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to become a Lender under
the Term Loan Agreement.  The Assignee
also acknowledges that it will, independently and without reliance upon the
Agent, the Assignor 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 the Term Loan Agreement
or any other Loan Documents or pursuant to any other obligation.  Except as expressly provided in the Term
Loan Agreement, the Agent shall have no duty or responsibility whatsoever,
either initially or on a continuing basis, to provide the Assignee with any
credit or other information with respect to the Borrower or any other Loan
Party or to notify the Assignee of any Default or Event of Default.  The Assignee has not relied on the Agent as
to any legal or factual matter in connection therewith or in connection with
the transactions contemplated thereunder.


 


Section 2.  Payment by Assignee.  In consideration of the assignment made
pursuant to Section 1 of this Agreement, the Assignee agrees to pay to the
Assignor on the Assignment Date, an amount equal to $                 representing the aggregate principal amount
outstanding of the Assigned Loan.


 


Section 3.  Payments by Assignor.  The Assignor agrees to pay to the Agent on
the Assignment Date the administration fee, if any, payable under the
applicable provisions of the Term Loan Agreement.


 


A-2

















 


 


Section 4.  Representations and Warranties of
Assignor.  The Assignor hereby
represents and warrants to the Assignee that (a) as of the Assignment Date
(i) the Assignor is a Lender under the Term Loan Agreement  and that the Assignor is not in default of
its obligations under the Term Loan Agreement; and (ii) the outstanding
balance of the Term Loan owing to the Assignor (without reduction by any assignments
thereof which have not yet become effective) is $                       ; and (b) it is the legal and
beneficial owner of the Assigned Loan which is free and clear of any adverse
claim created by the Assignor.


 


Section 5.  Representations, Warranties and
Agreements of Assignee.  The
Assignee (a) represents and warrants that it is (i) legally
authorized to enter into this Agreement, (ii) an “accredited investor” (as
such term is used in Regulation D of the Securities Act) and (iii) an Eligible
Assignee; (b) confirms that it has received a copy of the Term Loan
Agreement, together with copies of the most recent financial statements
delivered pursuant thereto and such other documents and information (including
without limitation the Loan Documents) as it has deemed appropriate to make its
own credit analysis and decision to enter into this Agreement;
(c) appoints and authorizes the Agent to take such action as contractual
representative on its behalf and to exercise such powers under the Loan Documents
as are delegated to the Agent by the terms thereof together with such powers as
are reasonably incidental thereto; and (d) agrees that it will become a
party to and shall be bound by the Term Loan Agreement and the other Loan
Documents to which the other Lenders are a party on the Assignment Date and
will perform in accordance therewith all of the obligations which are required
to be performed by it as a Lender.


 


Section 6.  Recording and Acknowledgment by the Agent.  Following the execution of this Agreement,
the Assignor will deliver to the Agent (a) a duly executed copy of this
Agreement for acknowledgment and recording by the Agent and (b) the
Assignor’s Note.  Upon such
acknowledgment and recording, from and after the Assignment Date, the Agent
shall make all payments in respect of the interest 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 under the Term Loan Agreement for periods
prior to the Assignment Date directly between themselves.


 


Section 7.  Addresses.  The Assignee specifies as its address for notices and its Lending
Office for all Loans, the offices set forth below:


 


	
  Notice Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.:

  	
   

  
	
   

  	
  Telecopy No.:

  	
   

  
	
   

  	
   

  
	
  Lending Office:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  








 


A-3

















 


	
  Telephone No.:

  	
   

  	 

	
  Telecopy No.:

  	
   

  



 


 


Section 8.  Payment Instructions.  All payments to be made to the Assignee
under this Agreement by the Assignor, and all payments to be made to the
Assignee under the Term Loan Agreement, shall be made as provided in the Term
Loan Agreement in accordance with the following instructions:


 


	
   

  
	
   

  



 


 


Section 9.  Effectiveness of Assignment.  This Agreement, and the assignment and assumption
contemplated herein, shall not be effective until (a) this Agreement is
executed and delivered by each of the Assignor, the Assignee, the Agent, and if
required under Section 12.5.(d) of the Term Loan Agreement, the Borrower,
and (b) the payment to the Assignor of the amounts, if any, owing by the
Assignee pursuant to Section 2 hereof and (c) the payment to the
Agent of the amounts, if any, owing by the Assignor pursuant to Section 3
hereof.  Upon recording and
acknowledgment of this Agreement by the Agent, from and after the Assignment
Date, (i) the Assignee shall be a party to the Term Loan Agreement with
respect to the Assigned Loan and, to the extent provided in this Agreement,
have the rights and obligations of a Lender thereunder and (ii) the Assignor
shall, to the extent provided in this Agreement, relinquish its rights (except
as otherwise provided in Section 12.10 of the Term Loan Agreement) and be
released from its obligations under the Term Loan Agreement; provided, however,
that if the Assignor does not assign its entire interest under the Loan
Documents, it shall remain a Lender entitled to all of the benefits and subject
to all of the obligations thereunder with respect to its Term Loan.


 


Section 10.  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.


 


Section 11.  Counterparts.  This Agreement may be executed in any number
of counterparts each of which, when taken together, shall constitute one and
the same agreement.


 


Section 12.  Headings.  Section headings have been inserted herein for convenience only
and shall not be construed to be a part hereof.


 


Section 13.  Amendments; Waivers.  This Agreement may not be amended, changed,
waived or modified except by a writing executed by the Assignee and the
Assignor; provided, however, any amendment, waiver or consent
which shall affect the rights or duties of the Agent under this Agreement shall
not be effective unless signed by the Agent.


 


A-4

















 


 


Section 14.  Entire Agreement.  This Agreement embodies the entire agreement
between the Assignor and the Assignee with respect to the subject matter hereof
and supersedes all other prior arrangements and understandings relating to the
subject matter hereof.


 


Section 15.  Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.


 


Section 16.  Definitions.  Terms not otherwise defined herein are used
herein with the respective meanings given them in the Term Loan Agreement.


 


[Include this Section only if Borrower’s consent is
required under Section 12.5.(d)


 


Section 17.  Agreements of the Borrower.  The Borrower hereby agrees that the Assignee
shall be a Lender under the Term Loan Agreement holding a Term Loan equal in
principal amount to the Assigned Loan. 
The Borrower agrees that the Assignee shall have all of the rights and
remedies of a Lender under the Term Loan Agreement and the other Loan Documents
as if the Assignee were an original Lender under and signatory to the Term Loan
Agreement, including, but not limited to, the right of a Lender to receive
payments of principal and interest with respect to the Assigned
Obligations,  and to receive the  Fees payable to the Lenders as provided in
the Term Loan Agreement.  Further, the
Assignee shall be entitled to the indemnification provisions from the Borrower
in favor of the Lenders as provided in the Term Loan Agreement and the other
Loan Documents.  The Borrower further
agrees, upon the execution and delivery of this Agreement, to execute in favor
of the Assignee a Note as required by Section 12.5(d) of the Term Loan Agreement.  Upon receipt by the Assignor of the amounts
due the Assignor under Section 2, the Assignor agrees to surrender to the
Borrower such Assignor’s Note.]


 


[Signatures on Following Pages]


 


 


A-5

















 


IN WITNESS WHEREOF, the
parties hereto have duly executed this Assignment and Acceptance Agreement as
of the date and year first written above.


 


ASSIGNOR:


 


[NAME
OF ASSIGNOR]


 


 


	
  By:

  	
   

  
	 
	
  Name:

  	
   

  
	 
	
  Title:

  	
   

  
				



 


 


 


ASSIGNEE:


 


[NAME
OF ASSIGNEE]


 


 


	
  By:

  	
   

  
	 
	
  Name:

  	
   

  
	 
	
  Title:

  	
   

  



 


[Include
signature of the Borrower only if required under Section 12.5.(d) of the
Term Loan Agreement]


Agreed
and consented to as of the


date
first written above.


 


BORROWER:


 


HRPT
PROPERTIES TRUST


 


	
  By:

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
			



 


[Signatures Continued on Following Page]


 


A-6

















 


Accepted
as of the date first written above.


 


AGENT:


 


WACHOVIA
BANK, NATIONAL 


            ASSOCIATION, as Agent


 


 


	
  By:

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
			



 


 


A-7

























 


 


EXHIBIT B


 


[RESERVED]


 



















 


EXHIBIT C


 


FORM
OF NOTICE OF CONTINUATION


 


                        , 200    


 


Wachovia
Bank, National Association, as Agent


301 South College Street, NC0172


Charlotte, North Carolina  28288


Attention:                                   


 


Ladies and Gentlemen:


 


Reference is made to that
certain Term Loan Agreement dated as of February 25, 2004 (as amended,
restated, supplemented or otherwise modified from time to time, the “Term Loan
Agreement”), by and among HRPT Properties Trust (the “Borrower”), the financial
institutions party thereto and their assignees under Section 12.5 thereof
(the “Lenders”), Wachovia Bank, National Association, as Agent (the “Agent”),
and the other parties thereto. 
Capitalized terms used herein, and not otherwise defined herein, have
their respective meanings given them in the Term Loan Agreement.


 


Pursuant to
Section 2.6. of the Term Loan Agreement, the Borrower hereby requests a
Continuation of a borrowing of Loans under the Term Loan Agreement, and in that
connection sets forth below the information relating to such Continuation as
required by such Section of the Term Loan Agreement:


 


1.                                       The proposed
date of such Continuation is                               ,        .


 


2.                                       The aggregate
principal amount of Loans subject to the requested Continuation is 


                                                $                                           .


 


3.                                       The portion of
such principal amount subject to such Continuation is 


                                                $                                           .


 


4.                                       The current
Interest Period for each of the Loans subject to such Continuation ends on


                                                                      , 200    .


 


5.                                       The duration of
the new Interest Period for each of such Loans or portion thereof subject to
such Continuation is:


 


[Check one box only]                   


	
  o

  	
  one week

  
	
  o

  	
  one month

  
	
  o

  	
  three months

  



 


C
- 1

















 


 


	
  o

  	
  six months

  
	
  o

  	
  twelve months

  



 


 


 


The Borrower hereby
certifies to the Agent and the Lenders that as of the date hereof, as of the
proposed date of the requested Continuation, and after giving effect to such
Continuation, no Default or Event of Default has or shall have occurred and be
continuing.


 


If notice of the requested
Continuation was given previously by telephone, this notice is to be considered
the written confirmation of such telephone notice required by Section 2.6 of
the Term Loan Agreement.


 


 


                IN
WITNESS WHEREOF, the undersigned has duly executed and delivered this Notice of
Continuation as of the date first written above.


 


HRPT PROPERTIES TRUST


 


	
  By:

  	
   

  
	 
	
  Name:

  	
   

  
	 
	
  Title:

  	
   

  



 


C
- 2



















 


EXHIBIT
D


 


FORM
OF NOTICE OF CONVERSION


 


                        , 200   


 


Wachovia
Bank, National Association, as Agent


 


301 South College Street, NC0172


Charlotte, North Carolina  28288


Attention:                             


 


Ladies and Gentlemen:


 


Reference is made to that
certain Term Loan Agreement dated as of February 25, 2004 (as amended,
restated, supplemented or otherwise modified from time to time, the “Term Loan
Agreement”), by and among HRPT Properties Trust (the “Borrower”), the financial
institutions party thereto and their assignees under Section 12.5 thereof
(the “Lenders”), Wachovia Bank, National Association, as Agent (the “Agent”),
and the other parties thereto. 
Capitalized terms used herein, and not otherwise defined herein, have
their respective meanings given them in the Term Loan Agreement.


 


Pursuant to
Section 2.7. of the Term Loan Agreement, the Borrower hereby requests a
Conversion of a borrowing of Loans of one Type into Loans of another Type under
the Term Loan Agreement, and in that connection sets forth below the
information relating to such Conversion as required by such Section of the Term
Loan Agreement:


 


1.                                       The proposed
date of such Conversion is                                 , 200   .


 


2.                                       The Loans to be
Converted pursuant hereto are currently:


 


[Check one box only]                   o    Base Rate Loans


                                                                                                                                           o  LIBOR Loans


 


3.                                       The aggregate
principal amount of Loans subject to the requested Conversion is 


                                                $                                     .


 


4.                                       The portion of
such principal amount subject to such Conversion is $                                      .


 


 


D-1

















 


5.                                       The amount of
such Loans to be so Converted is to be converted into Loans of the following
Type:


 


[Check one box only]


 


o      Base Rate Loans


o      LIBOR Loans, each with an
initial Interest Period for a duration of:


 


[Check one box only]


o    one week


                                                                                                                                    o    one month


                                                                                                                                    o    three months


o    six months


o    twelve months


 


The Borrower hereby
certifies to the Agent and the Lenders that as of the date hereof and as of the
date of the requested Conversion and after giving effect thereto, (a) no
Default or Event of Default has or shall have occurred and be continuing, and
(b) the representations and warranties made or deemed made by the Borrower
and each other Loan Party in the Loan Documents to which any of them is a party
are and shall be true and correct in all material respects, except to the
extent that such representations and warranties expressly relate solely to an
earlier date (in which case such representations and warranties were true and
accurate on and as of such earlier date) and except for changes in factual
circumstances specifically and expressly permitted under the Term Loan
Agreement.


 


If notice of the requested
Conversion was given previously by telephone, this notice is to be considered
the written confirmation of such telephone notice required by Section 2.7 of
the Term Loan Agreement.


 


                IN
WITNESS WHEREOF, the undersigned has duly executed and delivered this Notice of
Conversion as of the date first written above.


 


	
   

  	
  HRPT PROPERTIES TRUST

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 


 


 


D-2



















 


EXHIBIT
E


 


FORM
OF NOTE


 


	
  $
                                    

  	
                                     200  

  



 


 


 


 


                FOR
VALUE RECEIVED, the undersigned, HRPT PROPERTIES TRUST, a Maryland real estate
investment trust (the “Borrower”), hereby promises to pay to the order of                                         (the
“Lender”), in care of Wachovia Bank, National Association, as Agent (the
“Agent”) to Wachovia Bank, National Association, 301 South College Street,
NC0172, Charlotte, North Carolina 28288, or at such other address as may be
specified in writing by the Agent to the Borrower, the principal sum of                    AND            /100 DOLLARS ($                         ) (or such lesser
amount as shall equal the aggregate unpaid principal amount of the Term Loan
made by the Lender to the Borrower under the Term Loan Agreement (as herein
defined)), on the dates and in the principal amounts provided in the Term Loan
Agreement, and to pay interest on the unpaid principal amount owing hereunder,
at the rates and on the dates provided in the Term Loan Agreement.


 


                The
date, amount of the Term Loan made by the Lender to the Borrower, and each
payment made on account of the principal thereof, shall be recorded by the
Lender on its books and, prior to any transfer of this Note, endorsed by the
Lender on the schedule attached hereto or any continuation thereof, provided
that the failure of the Lender to make any such recordation or endorsement
shall not affect the obligations of the Borrower to make a payment when due of
any amount owing under the Term Loan Agreement or hereunder in respect of the
Term Loan made by the Lender.


 


                This
Note is one of the Notes referred to in the Term Loan Agreement dated as of
February 25, 2004 (as amended, restated, supplemented or otherwise modified
from time to time, the “Term Loan Agreement”), by and among the Borrower, the
financial institutions party thereto and their assignees under
Section 12.5 thereof (the “Lenders”), the Agent, and the other parties
thereto.  Capitalized terms used herein,
and not otherwise defined herein, have their respective meanings given them in
the Term Loan Agreement.


 


                The
Term Loan Agreement provides for the acceleration of the maturity of this Note
upon the occurrence of certain events and for prepayments of Loans upon the
terms and conditions specified therein.


 


                Except
as permitted by Section 12.5(d) and 12.5(f) of the Term Loan Agreement, this
Note may not be assigned by the Lender to any other Person.


 


E-1

















 


                THIS
NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED,
IN SUCH STATE.


 


                The
Borrower hereby waives presentment for payment, demand, notice of demand,
notice of non-payment, protest, notice of protest and all other similar
notices.


 


Time is of the essence for
this Note.


 


                IN
WITNESS WHEREOF, the undersigned has executed and delivered this Note under
seal as of the date first written above.


 


	
   

  	
  HRPT PROPERTIES TRUST

  
	
   

  	
   

  
	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
  Name:  

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


[CORPORATE SEAL]


 


 


 


E-2



















 


EXHIBIT
F-1


 


FORM
OF OPINION OF COUNSEL


 


 


[LETTERHEAD
OF BORROWER’S COUNSEL]


 


February 25, 2004


Wachovia
Bank, National Association, as Agent


for
the Lenders under the Term Loan Agreement referred to below


301
South College Street, NC0172


Charlotte,
North Carolina 28288


 


The
Additional Addressees set


forth
on Schedule I hereto


 


Ladies and Gentlemen:


This opinion is delivered
to you pursuant to Section 5.1(a)(iv) of the Term Loan Agreement dated as of
February 25, 2004 (the “Term Loan Agreement”) by and among HRPT Properties
Trust, a real estate investment trust organized under the laws of the State of
Maryland (the “Borrower”), the Lenders party thereto, Wachovia Bank, National
Association, as Agent, and the other parties thereto.  We have acted as counsel for the Borrower and each of the
Guarantors listed on Schedule II hereto (collectively with Borrower, the “Loan
Parties”) in connection with the Term Loan Agreement and the other Loan
Documents identified below.  Capitalized
terms used in this opinion, unless otherwise defined herein, shall have the
meanings assigned thereto in the Term Loan Agreement.


For purposes of the
opinions expressed below, we have examined executed counterparts of:


(i)            the Term Loan Agreement;


(ii)           the Notes; and


(iii)          the Guaranty.


The Term Loan Agreement,
the Notes and the Guaranty are collectively referred to herein as the “Loan
Documents”.


In addition, we have
examined the originals or copies of the declaration of trust, limited
partnership agreement, articles of incorporation, articles of organization,
by-laws and operating agreements, as applicable, of each Loan Party
(collectively, the “Organizational Documents” for such Loan Party), certain
resolutions of the board of directors or other governing body of each Loan
Party


 


F-1-1

















 


and such other records, agreements and
instruments of the Loan Parties, certificates of public officials and of
officers of the Loan Parties and such other documents and records, and such
matters of law, as we have deemed necessary as a basis for the opinions
hereinafter expressed.


 


In connection with this
opinion, we have assumed the genuineness of all signatures, the legal capacity
of natural persons, the authenticity of all documents submitted to us as
originals and the conformity to the originals of all documents submitted to us
as copies, which facts we have not independently verified.  As to various facts material to the opinions
set forth herein, we have relied without independent verification upon factual
representations made by the Borrower in the Term Loan Agreement, upon
certificates of public officials and upon facts certified to us by officers of
the Loan Parties, as the case may be.


For purposes of the
opinions expressed herein, we have assumed that (i) each Lender and Titled
Agent, each Loan Party organized under the laws of a jurisdiction other than
Delaware, New York or Massachusetts and each other party (other than Loan
Parties organized under the laws of Delaware, New York or Massachusetts) to the
Loan Documents and to all other documents, agreements and instruments examined
by us (A) are corporations or other entities validly existing under the laws of
the jurisdiction of its organization and (B) have all requisite power and
authority (corporate and other), and have taken all necessary action to enter
into and perform all of its obligations under the Loan Documents or such other
documents, agreements and instruments to which they are a party, and (ii) each
Loan Document and each such other document, agreement and instrument are and
will be the valid, binding and enforceable obligations of each party thereto,
other than the Loan Parties.  We express
no opinion upon the application of any federal, state or local statute, law,
rule or regulation (including without limitation any Federal or state banking,
truth-in-lending or other similar credit statute, law, rule or regulation) to
the authority of any Lender or Titled Agent to enter into and to carry out its
respective obligations under the Loan Documents.


Statements herein as to
the truth of certain matters “to our knowledge” or as to matters “known to us”
and similar statements refer to the knowledge consciously held by the
individual lawyers in our firm who have participated in the negotiation and
drafting of the Loan Documents without independent investigation and do not
necessarily refer to such knowledge as might be acquired by a review of all of
our files with respect to matters involving the Loan Parties or by interviews
with all present and former members and associates of our firm.  Without limiting the generality of the
foregoing, please be advised that in connection with the opinions expressed in
paragraphs 6 and 8 below, we have not conducted any searches of dockets of
any courts or other Governmental Authorities.


Barry M. Portnoy is a
trustee of the Borrower, a trustee and/or director of the Guarantors and a
director and 50% shareholder of REIT Management & Research Inc. (“RMR”), a
Delaware corporation which is the Borrower’s advisor.  Jennifer B. Clark is a Senior Vice President of the Borrower and
an officer of several of the Guarantors and of RMR.  Mr. Portnoy and Ms. Clark are retired members of this firm.  Inquiries concerning matters which may be
known to Mr. Portnoy or Ms. Clark should be directed to them.


 


F-1-2

















 


This opinion is limited
to the laws of the Commonwealth of Massachusetts, the laws of the State of New
York (with respect to paragraphs 5 and 11 only), the General Corporation Law
and the Revised Uniform Limited Partnership Act of the State of Delaware and
the federal laws of the United States of America, and we express no opinions
with respect to the law of any other jurisdiction.  We express no opinion as to the effect of the law of any
jurisdiction other than the State of New York wherein any Lender Party may be
located or wherein enforcement of the Term Loan Agreement or any of the other
Loan Documents may be sought that limits the rates of interest legally
chargeable or collectible.


Our opinions set forth in
paragraphs 1 and 3 below with respect to the existence, good standing or
qualification of the Borrower and the Guarantors in various jurisdictions,
other than the Guarantors which, as set forth on Schedule II hereto, are
Massachusetts “nominee trusts,” are based solely on certificates to that effect
issued by the Secretaries of State of such jurisdictions and heretofore
delivered to the Agent.  Our opinion set
forth in paragraph 2 below with respect to the existence of each Guarantor
which, as set forth on Schedule II hereto, is a Massachusetts “nominee
trust,” is based solely on a certificate to such effect from its trustee or
trustees heretofore delivered to the Agent.


Our opinions set forth
below are subject to the following general qualifications:


(a)   Our opinion set forth in paragraph 5
below is subject to (i) the effect of applicable bankruptcy, insolvency,
receivership, reorganization, moratorium, liquidation or other similar laws
(including, without limitation, all laws relating to fraudulent transfers)
relating to or affecting creditors’ rights generally, and (ii) general
principles of equity (including the availability of equitable remedies and
further including, without limitation, concepts of materiality, reasonableness,
good faith and fair dealing), regardless of whether considered in a proceeding
in equity or at law.  Further, pursuant
to such equitable principles, Section 3 of the Guaranty, which provides, among
other things, that the liability of the Guarantors shall not be affected by
amendments to or other changes in the Loan Documents, might be enforceable only
to the extent that such amendments or other changes were not so material as to
constitute a new contract among the parties.


(b)   We express no opinion as to provisions
granting indemnity or rights of contribution (to the extent limited by federal
or state securities laws or public policy).


(c)   We express no opinion as to (i) any provision
of a Loan Document to the effect that provisions therein may only be amended or
waived in writing, to the extent that an oral agreement modifying such
provisions has been entered into, or (ii) any provision of any Loan Document
for the payment of an increased rate of interest after maturity or a default,
late charges or similar payments (or any guaranty thereof) to the extent such
interest, charges or payments constitute a penalty or for the payment of
interest after judgment in excess of any applicable statutory rate (or any
guaranty thereof).


(d)   The enforceability of the Loan Documents may
be limited (i) by general principles of contract law that where less than all
of an agreement is enforceable, the balance is


 


F-1-3

















 


enforceable only when the
unenforceable portion is not an essential part of the agreed exchange, and (ii)
by the exercise of judicial discretion regarding the determination of damages
and entitlement to attorneys’ fees and other costs.


(e)   We express no opinion as to whether any of
the Guarantors may guarantee or otherwise become liable for indebtedness
incurred by the Borrower or another Loan Party except to the extent that the
guaranteeing Guarantor may be determined to have benefited from the incurrence
of such indebtedness by such other entity, and we express no opinion as to
whether the amount of such benefit may be determined by any measure other than
the extent to which proceeds of the indebtedness incurred by such other entity
are directly or indirectly made available to such Guarantor for its corporate,
partnership or analogous purposes.  For
purposes of this opinion, we have relied on the certification of each Loan
Party that the transactions contemplated by the Loan Documents are necessary or
convenient to the conduct, promotion or attainment of the business of such Loan
Party.


(f)    We express no opinion as to (i) whether a
state court outside of the State of New York or a Federal court would give
effect to the choice of New York law provided for in the Loan Documents or to
the provisions of Section 12.4(b) of the Term Loan Agreement or Section 17(b)
of the Guaranty (or any comparable provision of any other Loan Document), or
(ii) the provisions of Section 12.4(b) of the Term Loan Agreement or Section
17(b) of the Guaranty (or any comparable provision of any other Loan Document)
to the extent they relate to the subject matter jurisdiction of any Federal
court.


Based upon and subject to
the foregoing, we are of the opinion that:


                1.                                       Each Guarantor which, as set forth on
Schedule II hereto, is a corporation or limited partnership organized
under the laws of the State of Delaware or the Commonwealth of Massachusetts
(i) is validly existing and in good standing as a corporation or limited
partnership under the laws of the State of Delaware or the Commonwealth of
Massachusetts, as the case may be, and (ii) has the corporate or
partnership (as the case may be) power to execute and deliver, and to perform
its obligations under, the Guaranty, and to own and use its material assets and
conduct its business in all material respects as presently conducted.


                2.                                       Each Guarantor which, as set forth on
Schedule II hereto, is a Massachusetts “nominee trust” (i) exists as a
trust under the laws of the Commonwealth of Massachusetts and (ii) has the
trust power to execute, deliver and perform the Guaranty and to own and lease
its material assets and conduct its business in all material respects as
presently conducted.


                3.                                       The Borrower is qualified to transact
business as a foreign real estate investment trust or business trust in the
jurisdictions listed beside its name on Schedule III hereto.  Each Guarantor is qualified to transact
business as a foreign real estate investment trust, business trust, corporation
or limited partnership, as applicable, in the respective jurisdictions listed
beside its name on such Schedule III.


 


 


F-1-4

















 


                4.                                       The execution and delivery of the
Guaranty by each Guarantor which is organized under the laws of the State of
Delaware or the Commonwealth of Massachusetts and the performance by such
Guarantor of its obligations thereunder have been duly authorized by all
necessary corporate, partnership or trust (as the case may be) action on the
part of such Guarantor.


                5.                                       Each Loan Party has duly executed and
delivered the Loan Documents to which it is a party, and each Loan Document is
a valid and binding obligation of each Loan Party which is a party thereto,
enforceable against each such Loan Party in accordance with its terms.


                6.                                       The execution and delivery by each of the
Loan Parties of the Loan Documents to which it is a party and the consummation
by such Loan Parties of the transactions thereunder do not, and if each of the
Loan Parties were now to perform its obligations under such Loan Documents in
accordance with the terms thereof, such performance would not, result in any
material:


(a)   violation of such Loan Party’s respective
Organizational Documents;


(b)   violation of any existing federal,
Massachusetts or New York constitution or statute or any existing federal,
Massachusetts or New York governmental regulation or rule to which such Loan
Party or its assets are subject;


(c)   breach or violation of or default under any
of the agreements, instruments, indentures or other documents listed on Schedule
6.1(g) or Schedule 6.1(h) to the Term Loan Agreement to which such Loan Party
is a party or by which such Loan Party or its assets is bound;


(d)   creation or imposition of any contractual
lien or security interest in, on or against the assets of any Loan Party under
any of the agreements, instruments, indentures or other documents listed on
Schedule 6.1(g) or Schedule 6.1(h) to the Term Loan Agreement to which such
Loan Party is a party or by which such Loan Party or its respective assets is
bound; or


(e)   violation of any judicial or administrative
decree, writ, judgment or order to which, to our knowledge, any Loan Party or
its respective assets are subject.


                7.                                       The execution, delivery and performance
by each of the Loan Parties of each Loan Document to which it is a party, and
the consummation by the Loan Parties of the transactions thereunder, do not and
will not require any registration with, consent or approval of, or notice to,
or other action to, with or by, any Governmental Authority of the United States
of America, the Commonwealth of Massachusetts or the State of New York or by
any Governmental Authority of the State of Delaware pursuant to the General
Corporation Law or the Revised Uniform Limited Partnership Act of the State of
Delaware.


                8.                                       To our knowledge there is no (i)
undischarged judgment which has been entered against any Loan Party, the
satisfaction of which, or (ii) action, suit, proceeding or investigation before
or by any federal or state court, agency or other governmental or administrative
board or body, pending or threatened, against any of the Loan Parties in which
an unfavorable decision, ruling or finding, would


 


F-1-5

















 


materially adversely affect the business or properties
or financial condition of the Loan Parties, considered as a consolidated whole,
or the validity or enforceability of any of the Loan Documents.


                9.                                       None of the Loan Parties is, or, after
giving effect to the Loans, if made on the date hereof, would be, subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act or the Investment Company Act of 1940, each as amended, or to any
federal or Massachusetts statute or regulation specifically limiting its
ability to incur indebtedness for borrowed money.


                10.                                 Assuming that Borrower applies the
proceeds of the Loans as provided in the Term Loan Agreement, the transactions
contemplated by the Loan Documents do not violate the provisions of Regulations
T, U or X of the Federal Reserve Board.


                11.                                 The consideration to be paid to the
Lender for the financial accommodations to be provided to the Loan Parties
pursuant to the Term Loan Agreement does not violate any law of the State of
New York relating to interest and usury.


This opinion is furnished to
you solely for your benefit in connection with the consummation of the
transactions contemplated by the Term Loan Agreement and may not be relied upon
by any other person or entity, other than an Assignee of a Lender, or for any
other purpose without our express, prior written consent.  All of the opinions set forth herein are
rendered as of the date hereof, and we assume no obligation to update such
opinions to reflect any facts or circumstances which may hereafter come to our
attention or any changes in the law which may hereafter occur.


 


Very
truly yours,


 


 


 


SULLIVAN
& WORCESTER LLP


 


 


F-1-6

















 


SCHEDULE
I


 


List
of Additional Addressees


 


 


Wachovia Bank, National Association


Societe Generale


Royal Bank of Canada


SunTrust Bank


Merrill Lynch Bank USA


Sumitomo Mitsui Banking Corporation


Bank of China


Bank One, N.A.


First Commercial Bank, New York Agency


Taipei Bank


The Governor and Company of the Bank of
Ireland


Bank of Communications


Comerica Bank


Compass Bank


Erste Bank, New York Branch


E. Sun Commercial Bank, Ltd., Los Angeles
Branch


First Hawaiian Bank


Hun Nan Commercial Bank


PNC Bank, National Association


Citizens Bank


 


 


F-1-7

















 


SCHEDULE
II


 


List
of Guarantors


 


1735 Market Street Properties Trust -
(Maryland)


Causeway Holdings, Inc. - (Massachusetts)


Health and Retirement Properties
International, Inc. - (Delaware)


Hub Acquisition Trust  — (Maryland)


Hub LA Properties Trust - (Maryland)


Hub Management, Inc. - (Delaware)


Hub Properties Trust - (Maryland)


Hub Realty College Park I, LLC - (Maryland)


Hub Realty College Park, Inc. - (Delaware)


Hub Realty Funding, Inc.- (Delaware)


Hub Realty Golden, Inc. - (Delaware)


Hub Realty Kansas City, Inc. - (Delaware)


Hub RI Properties Trust - (Maryland)


Hub Woodmont Investment Trust - (Maryland)


Hub Woodmont Limited Liability Company -
(Delaware)


Indemnity Collection Corporation - (Delaware)


Nine Penn Center Properties Trust -
(Maryland)


Research Park Properties Trust - (Maryland)


Rosedale Properties Trust — (Maryland)


HRPT Medical Buildings
Realty Trust  (Nominee Trust —
Massachusetts)


47 Harvard Street Real
Estate Trust  (Nominee Trust —
Massachusetts)


145 University Avenue
Realty Trust  (Nominee Trust —
Massachusetts)


MOB Realty Trust  (Nominee Trust — Massachusetts)


4 Maguire Road Realty
Trust  (Nominee Trust — Massachusetts)


Putnam Place Realty
Trust  (Nominee Trust — Massachusetts)


Hub MA Realty
Trust  (Nominee Trust — Massachusetts)


Hub LA Limited Partnership - (Delaware)


Nine Penn Center Associates, L.P. -
(Pennsylvania)


 


 [Update as needed]


 


 


F-1-8

















 


SCHEDULE
III


 


List
of Jurisdictions in which Borrower and each Guarantor is Qualified to 


Transact
Business as a foreign real estate investment trust, business trust, corporation
or limited partnership, as applicable


[Update
as needed]


 


	
  HRPT Properties Trust

  	
  Kansas

  Massachusetts

  New York

  
	
  1735 Market Street
  Properties Trust

  	
  Massachusetts

  
	
  Causeway Holdings, Inc.

  	
  N/A

  
	
  Health and Retirement
  Properties International, Inc.

  	
  Massachusetts

  
	
  Hub Acquisition Trust

  	
  California

  Massachusetts

  Minnesota

  [West
  Virginia]

   

  
	
  Hub LA Limited
  Partnership

  	
  N/A

  
	
  Hub LA Properties Trust

  	
  Massachusetts

  
	
  Hub Management, Inc.

  	
  Maryland

  
	
  Hub Properties Trust

  	
  Arizona

  California

  Connecticut

  Florida

  Massachusetts

  Minnesota

  New Hampshire

  New York

  Ohio

  Pennsylvania

  [Tennessee]

   

  
	
  Hub Realty Collage Park
  I, LLC

  	
  N/A

  
	
  Hub Realty College
  Park, Inc.

  	
  Maryland

  



 


F-1-9

















 


	
  Hub Realty Funding,
  Inc.

  	
  Alaska

  Arizona

  California

  District of Columbia

  [Georgia]

  Kansas

  Maryland

  New Mexico

  [Virginia]

  Wyoming



  
	
  Hub Realty Golden, Inc.



  	
  Colorado

  
	
  Hub Realty Kansas City,
  Inc.



  	
  [Missouri]

  
	
  Hub RI Properties Trust



  	
  Massachusetts

   

  
	
  Hub Woodmont Investment
  Trust



  	
  Massachusetts

  
	
  Hub Woodmont Limited
  Liability Company



  	
  Maryland

  
	
  Indemnity Collection
  Corporation



  	
  N/A

  
	
  Nine Penn Center
  Associates, L.P.



  	
  N/A

  
	
  Nine Penn Center
  Properties Trust



  	
  Massachusetts

  Pennsylvania

  
	
  

  Research Park Properties Trust



  	
  

  Massachusetts

  
	
  Rosedale Properties
  Trust

  	
  Massachusetts

  



 


F-1-10



















 


EXHIBIT
F-2


 


FORM
OF OPINION OF SPECIAL COUNSEL


 


[LETTERHEAD OF VENABLE, LLP]


 


February
25, 2004


 


 


Wachovia Bank, National Association, as Agent


for the Lenders under the Credit


Agreement referred to below


301 South College Street, NC0172


Charlotte, North Carolina 28288


 


The Lenders set forth on Schedule 1 hereto


 


Sullivan & Worcester LLP


One Post Office Square


Boston, Massachusetts 02109


 


Re:          HRPT Properties
Trust:  $250,000,000 Senior Unsecured
Term Loan 


 


Ladies and Gentlemen:


 


We have served as counsel for HRPT Properties Trust, a Maryland real
estate investment trust (the “Borrower”), and [Update following list of
Guarantors as needed] Hub Acquisition Trust, Hub LA Properties Trust, Hub
Properties Trust, Hub RI Properties Trust, Hub Woodmont Investment Trust, 1735
Market Street Properties Trust, Nine Penn Center Properties Trust, Research
Park Properties Trust, and Rosedale Properties Trust, each a Maryland real
estate investment trust and a wholly owned direct or indirect subsidiary of the
Borrower (collectively, the “Trust Subsidiaries”), Hub Realty College Park I,
LLC, a Maryland limited liability company and a wholly owned indirect
subsidiary of the Borrower (the “LLC”), and Nine Penn Center Associates, L.P.,
a Pennsylvania limited partnership and an indirect subsidiary of the Borrower
(the “LP,” and, together with the Trust Subsidiaries and the LLC, collectively
referred to as the “Guarantors”), in connection with certain matters of
Maryland and Pennsylvania law arising out of the Term Loan Agreement, dated as
of February 25, 2004 (the “Term Loan Agreement”), by and among the Borrower,
the Lenders named therein (collectively, the “Lenders”), Wachovia Bank,
National Association, as Administrative Agent (the “Agent”), and the other
Financial Institutions party thereto, pursuant to which the Agent and the
Lenders are making available to the Borrower 
$250,000,000 senior unsecured term loans.  This firm did not participate in the negotiation or drafting of
the Loan Documents (as defined herein).


 


F-2-1

















 


 


This opinion is being delivered to you in connection with Section
5.1(a)(iv) of the Term Loan Agreement. 
Unless otherwise defined herein, capitalized terms used herein have the
meanings given to them in the Term Loan Agreement.


 


In connection with our representation of the Borrower and the
Guarantors (collectively referred to herein as the “Loan Parties”), and as a
basis for the opinion hereinafter set forth, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the “Documents”):


 


[Update references to organizational documents as needed]


 


                                1.                                       The Declaration of Trust of the Borrower, as amended,
certified as of a recent date by the State Department of Assessments and
Taxation of Maryland (the “SDAT”);


 


                                2.                                       The Bylaws of the Borrower, as amended, certified as
of the date hereof by an officer of the Borrower;


 


                                3.                                       The Declaration of Trust of each of the Trust
Subsidiaries, certified as of a recent date by the SDAT;


 


                                4.                                       The Bylaws of each of the Trust Subsidiaries,
certified as of the date hereof by an officer of each of the Trust
Subsidiaries;


 


                                5.                                       The Articles of Organization of the LLC (the “Articles
of Organization”), certified as of a recent date by the SDAT;


 


                                6.                                       The Amended and Restated Operating Agreement of the
LLC, dated as of March 27, 1997 (the “Operating Agreement”), certified as of
the date hereof by an officer of Hub Management, Inc., a Delaware corporation
and the managing member of the LLC (the “Manager”);


 


                                7.                                       A certificate as of a recent date of the SDAT as to
the good standing of the Borrower;


 


                                8.                                       A certificate as of a recent date of the SDAT as to
the good standing of each of the Guarantors;


 


                                9.                                       The Certificate of Limited Partnership of the LP, as
amended (the “Partnership Certificate”), certified as of a recent date by the
Department of State of the Commonwealth of Pennsylvania (the “Department”);


 


                                10.                                 The Amended and Restated Agreement of Limited
Partnership of the LP, dated as of June 30, 1998 (the “Partnership Agreement”),
certified as of recent date by an officer of Nine Penn Center Properties Trust,
the general partner of the LP;


 


F-2-2

















 


                                11.                                 A certificate of the Department as of a recent date
that the LP is duly registered as a limited partnership under the laws of the
Commonwealth of Pennsylvania and remains subsisting so far as the records of
the Department show;


 


                                12.                                 Resolutions adopted by the Board of Trustees of the
Borrower, or a duly authorized committee thereof, relating to (a) the
organization of the Borrower and (b) the authorization of the execution,
delivery and performance by the Borrower of the Loan Documents to which it is a
party, certified as of the date hereof by an officer of the Borrower;


 


                                13.                                 Resolutions adopted by the Board of Trustees of each
of the Trust Subsidiaries relating to (a) the organization of each of the Trust
Subsidiaries and (b) the execution, delivery and performance by the Trust
Subsidiaries of the Loan Documents to which each of the Trust Subsidiaries is a
party and, in the case of Nine Penn Center Properties Trust, the Loan Documents
to which the LP is a party, certified as of the date hereof by an officer of
each of the Trust Subsidiaries;


 


                                14.                                 The Term Loan Agreement, certified as of the date
hereof by an officer of the Borrower;


 


                                15.                                 [   ] Notes,
dated as of February 25, 2004 (the “Notes”), made by the Borrower to various
Lenders, certified as of the date hereof by an officer of the Borrower;


 


                                16.                                 The Guaranty, dated as of February 25, 2004 (the
“Guaranty,” and together with the Term Loan Agreement and the Notes,
collectively referred to as the “Loan Documents”), made by the Guarantors in
favor of the Agent, certified as of the date hereof by an officer of each of
the Guarantors;


 


                                17.                                 A Certificate executed by an officer of the Borrower,
an officer of each of the Trust Subsidiaries and an officer of the Manager,
dated as of the date hereof; and


 


                                18.                                 Such other documents and matters as we have deemed
necessary or appropriate to express the opinion set forth below, subject to the
assumptions, limitations and qualifications stated herein.


 


In expressing the opinion set forth below, we have assumed the
following:


 


 


                                1.             Each individual executing any of
the Documents, whether on behalf of such 


individual or another person, is legally
competent to do so.


 


                                2.                                       Each individual executing any of the Documents on behalf
of a party (other than the 


Loan Parties, excluding
the Manager on behalf of the LLC) is duly authorized to do so.


 


 


 


F-2-3

















 


 


                                3.                                       Each of the parties (other than the Loan Parties)
executing any of the Documents has duly and validly executed and delivered each
of the Documents to which such party is a signatory, and such party’s
obligations set forth therein are legal, valid and binding and are enforceable
in accordance with all stated terms.


 


                                4.                                       Any Documents submitted to us as originals are
authentic.  Any Documents submitted to
us as certified or photostatic copies conform to the original documents.  All signatures on all Documents are
genuine.  All public records reviewed or
relied upon by us or on our behalf are true and complete.  All representations, warranties, statements
and information contained in the Documents are true and complete.  There has been no oral or written
modification of or amendment to any of the Documents, and there has been no
waiver of any provision of any of the Documents, by action or omission of the
parties or otherwise.


 


                                5.                                       All necessary action has been taken under Delaware law
and the organizational documents of the Manager to validly authorize the
execution, delivery and performance by the Manager, in its capacity as the
managing member of the LLC, of the Loan Documents to which the LLC is a party.


 


The phrase “known to us” is limited to the actual knowledge, without
independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the issuance of this opinion.


 


Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:


 


                                1.                                       The Borrower is a real estate investment trust duly
organized and validly existing under and by virtue of the laws of the State of
Maryland and is in good standing with the SDAT.  The Borrower has trust power to execute and deliver, and to
perform its obligations under, the Loan Documents to which it is a party, and
to conduct the business of owning and leasing commercial office properties.


 


                                2.                                       Each of the Trust Subsidiaries is a real estate
investment trust duly organized and validly existing under and by virtue of the
laws of the State of Maryland and is in good standing with the SDAT.  Each of the Trust Subsidiaries has trust
power to execute and deliver, and to perform its obligations under, the Loan
Documents to which it is a party, and to conduct the business of owning and
leasing commercial office properties.


 


                                3.                                       The LLC is a limited liability company duly formed and
validly existing under and by virtue of the laws of the State of Maryland and
is in good standing with the SDAT.  The
LLC has limited liability company power to execute and deliver, and to perform
its obligations under, the Loan Documents to which it is a party, and to
conduct the business of owning and leasing commercial office properties.


 


F-2-4

















 


 


                                4.                                       The LP is a limited partnership duly formed and
validly subsisting under the laws of the Commonwealth of Pennsylvania.  The LP has limited partnership power to
execute and deliver, and to perform its obligations under, the Loan Documents
to which it is a party, and to conduct the business of owning and leasing
commercial office properties.


 


                                5.                                       Each of the Loan Parties has duly authorized the
execution and delivery of the Loan Documents to which it is a party and the
performance of such Loan Party’s obligations thereunder.  Each of the Loan Parties has duly executed
and, so far as is known to us, delivered, the Loan Documents to which it is a
party.


 


                                6.                                       Neither (a) the execution and delivery by the Borrower
of the Loan Documents to which it is a party nor (b) the performance of its
obligations thereunder will violate any Maryland law or any existing Maryland
governmental regulation or rule to which the Borrower or its assets are subject
or the Declaration of Trust or Bylaws of the Borrower.


 


                                7.                                       Neither (a) the execution and delivery by each Trust
Subsidiary of the Loan Documents to which it is a party nor (b) the performance
of its obligations thereunder will violate any Maryland law or any existing
Maryland governmental regulation or rule to which such Trust Subsidiary or its
assets are subject or the Declaration of Trust or Bylaws of such Trust
Subsidiary.


 


                                8.                                       Neither (a) the execution and delivery by the LLC of
the Loan Documents to which it is a party nor (b) the performance of its
obligations thereunder will violate any Maryland law or any existing Maryland
governmental regulation or rule to which the LLC or its assets are subject or
the Articles of Organization or the Operating Agreement.


 


                                9.                                       Neither (a) the execution and delivery by the LP of
the Loan Documents to which it is a party nor (b) the performance of its
obligations thereunder will violate any Pennsylvania law or any existing
Pennsylvania governmental regulation or rule to which the LP or its assets are
subject or the Partnership Certificate or the Partnership Agreement.


 


                                10.                                 No consent or approval of, registration with, notice
to or other action by, any Maryland governmental authority which has not been
obtained, made or waived, if any, is required for any Loan Party’s execution
and delivery of, or performance of its obligations under, the Loan Documents to
which it is a party.


 


                                11.                                 No consent or approval of, registration with, notice
to or other action by, any Pennsylvania governmental authority which has not
been obtained, made or waived, if any, is required for the LP’s execution and
delivery of, or performance of its obligations under, the Loan Documents to
which it is a party.


 


                                We
draw to your attention the existence of the following two Pennsylvania statutes
in connection with the fact that loans under the Term Loan Agreement bear
floating rates of interest:


 


F-2-5

















 


(i)  Section 911 of the Pennsylvania “Crime
Code,” 18 Pa. C.S.A. § 911, enacted by the Act of December 6, 1972, P.L.
1482.  Section 911 of the Crime Code
bears a close resemblance to certain of the provisions of the Federal Racketeer
Influenced and Corrupt Organizations Act of 1970, 18 U.S.C. §§1961-1968,
commonly known as RICO, and is referred to hereinafter as the “Pennsylvania RICO
Act.”  The Pennsylvania RICO Act
provides, among other things, that it is a criminal offense, punishable as a
felony, to “use or invest, directly or indirectly...in the acquisition of any
interest in, or the establishment or operation of, any enterprise...” any
income collected in full or partial satisfaction of a loan made “at a rate of
interest exceeding 25% per annum....”


 


(ii)  The Act of December 29, 1982, P.L. 1671, 18
Pa. C.S.A. § 4806.1 et seq. (superseded volume) (the “Criminal Usury Statute”).  The Criminal Usury Statute provides, among
other things, that it is a criminal offense, punishable as a felony, to engage
in, “charging, taking or receiving any money...on the loan...of any money...at
a rate exceeding thirty-six percent per annum....”


 


                                The
Criminal Usury Statute may have been repealed, but the manner in which the
repeal was enacted leaves the matter subject to uncertainty.


 


                                Both
the Pennsylvania RICO Act and the Criminal Usury Statute appear to be intended
by the legislature to apply only to racketeering and loan sharking type
activities, and not to the type of commercial loan transaction evidenced by the
Loan Documents.  Nevertheless, in view
of the plain language of the statutes, and the fact that the matter has not
been considered by the Pennsylvania courts, we cannot say that the ultimate
resolution of this issue is free from doubt.


 


                                The
foregoing opinion is limited to the substantive laws of the State of Maryland
and the Commonwealth of Pennsylvania (collectively, the “States”) and we do not
express any opinion herein concerning any other law.  We express no opinion as to the applicability or effect of
federal or state securities laws, including the securities laws of the States,
or as to federal or state laws regarding fraudulent transfers.  We note that Section 12.12 of the Term Loan
Agreement provides that the Term Loan Agreement shall be governed by the laws
of the State of New York.  To the extent
that any matter as to which our opinion is expressed herein would be governed by
the laws of any jurisdiction other than the States, we do not express any
opinion on such matter.  Our opinion
expressed in paragraphs 6, 7, 8 and 9 above is based upon our consideration of
only those laws, governmental regulations or rules of the States, which, in our
experience, are normally applicable to the transactions of the type
contemplated under the Term Loan Agreement. Our opinion expressed in paragraphs
10 and 11 above is based upon our consideration of only those consents,
approvals, registrations, notices or other actions required by the States, if
any, which, in our experience, are normally applicable to the transactions of
the type contemplated under the Term Loan Agreement.  The opinion expressed herein is subject to the effect of any
judicial decision which may permit the introduction of parol evidence to modify
the terms or the interpretation of agreements.


 


F-2-6

















 


We assume no obligation to supplement this opinion if any applicable
law changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.


 


This opinion is being furnished to you solely for your benefit in
connection with the Term Loan Agreement. 
Accordingly, it may not be relied upon by, quoted in any manner to, or
delivered (except delivery by the Lenders (a) to regulatory authorities, (b) in
connection with any litigation involving any of the Loan Documents or this
opinion or (c) as otherwise required by law) to any other person or entity
without, in each instance, our prior written consent, except that a financial
institution that is an Assignee (as defined in the Term Loan Agreement) of a
Lender may rely on this opinion as if addressed to it on the date hereof.


 


                Very truly yours,


 


 


 


 


 


 


F-2-7

















 


SCHEDULE 1


 


LENDERS


 


Wachovia Bank, National Association


Societe Generale


Royal Bank of Canada


SunTrust Bank


Merrill Lynch Bank USA


Sumitomo Mitsui Banking Corporation


Bank of China


Bank One, N.A.


First Commercial Bank


Taipei Bank


The Governor and Company of the Bank of
Ireland


Bank of Communications, New York Agency


Comerica Bank


Compass Bank


Erste Bank, New York Branch


E. Sun Commercial Bank, Ltd., Los Angeles
Branch


First Hawaiian Bank


Hun Nan Commercial Bank


PNC Bank, National Association


Citizens Bank


 


 


 


F-2-8



















 


EXHIBIT
G


 


FORM
OF COMPLIANCE CERTIFICATE


 


                     , 200   


 


 


Wachovia Bank, National Association, as Agent


301 South College Street, NC0172


Charlotte, North Carolina  28288


 


Each
of the Lenders Party to the Term Loan Agreement referred to below


 


Ladies and Gentlemen:


 


Reference is made to that
certain Term Loan Agreement dated as of February 25, 2004 (as amended,
restated, supplemented or otherwise modified from time to time, the “Term Loan
Agreement”), by and among HRPT Properties Trust (the “Borrower”), the financial
institutions party thereto and their assignees under Section 12.5 thereof
(the “Lenders”), Wachovia Bank, National Association, as Agent (the “Agent”)
and the other parties thereto. 
Capitalized terms used herein, and not otherwise defined herein, have
their respective meanings given them in the Term Loan Agreement.


 


Pursuant to Section 8.3. of
the Term Loan Agreement, the undersigned hereby certifies to the Agent and the
Lenders as follows:


 


(1)           The undersigned is the chief financial officer of the
Borrower.


 


(2)           The undersigned has examined the books and records of the
Borrower and has conducted such other examinations and investigations as are
reasonably necessary to provide this Compliance Certificate.


 


(3)           No Default or Event of Default exists [if such is not the case, specify such
Default or Event of Default and its nature, when it occurred and whether it is
continuing and the steps being taken by the Borrower with respect to such
event, condition or failure].


 


(4)           The representations and warranties made or deemed made by
the Borrower and the other Loan Parties in the Loan Documents to which any is a
party, are true and correct in all material respects on and as of the date
hereof except to the extent that such representations and warranties expressly
relate solely to an earlier date (in which case such representations and
warranties shall have been true and accurate on and as of such earlier date)
and except for changes in factual circumstances specifically and expressly permitted
under the Term Loan Agreement.


 


G-1

















 


(5)           Attached hereto as Schedule 1 are reasonably detailed
calculations establishing whether or not the Borrower and its Subsidiaries were
in compliance with the covenants contained in Sections 9.1 through 9.3 and
9.6 of the Term Loan Agreement.


 


 


IN WITNESS WHEREOF, the
undersigned has executed this certificate as of the date first above written.


 


 


 


	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  



 


G-2

















 


Schedule 1


 


[Calculations
to be Attached]


 


 


G-3



















EXHIBIT H


 


FORM OF GUARANTY


 


 


THIS GUARANTY
dated as of February 25, 2004, executed and delivered by each of the
undersigned and the other Persons from time to time party hereto pursuant to
the execution and delivery of an Accession Agreement in the form of Annex I
hereto (all of the undersigned, together with such other Persons each a
“Guarantor” and collectively, the “Guarantors”) in favor of (a) WACHOVIA
BANK, NATIONAL ASSOCIATION, in its capacity as Agent (the “Agent”) for the
Lenders under that certain that certain Term Loan Agreement dated as of
February 25, 2004 (as amended, restated, supplemented or otherwise modified
from time to time, the “Term Loan Agreement”), by and among HRPT Properties
Trust (the “Borrower”), the financial institutions party thereto and their
assignees under Section 12.5 thereof (the “Lenders”), the Agent, and the
other parties thereto, and (b) the Lenders.


 


WHEREAS,
pursuant to the Term Loan Agreement, the Agent and the Lenders have agreed to
make available to the Borrower certain financial accommodations on the terms
and conditions set forth in the Term Loan Agreement;


 


WHEREAS, the
Borrower owns, directly or indirectly, at least a majority of the issued and
outstanding Equity Interests in each Guarantor;


 


WHEREAS, the
Borrower and each of the Guarantors, though separate legal entities, are
mutually dependent on each other in the conduct of their respective businesses
as an integrated operation and have determined it to be in their mutual best
interests to obtain financing from the Agent and the Lenders through their
collective efforts;


 


WHEREAS, each
Guarantor acknowledges that it will receive direct and indirect benefits from
the Agent and the Lenders making such financial accommodations available to the
Borrower under the Term Loan Agreement and, accordingly, each Guarantor is
willing to guarantee the Borrower’s obligations to the Agent and the Lenders on
the terms and conditions contained herein; and


 


WHEREAS, each
Guarantor’s execution and delivery of this Guaranty is a condition to the Agent
and the Lenders making, and continuing to make, such financial accommodations
to the Borrower.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by each Guarantor, each Guarantor agrees as
follows:


 


Section 1.  Guaranty.  Each Guarantor hereby absolutely, irrevocably and unconditionally
guaranties the due and punctual payment and performance when due, whether at
stated maturity, by acceleration or otherwise, of all of the following
(collectively referred to as the “Guarantied


 


H-1

















 


Obligations”): (a) all
indebtedness and obligations owing by the Borrower to any Lender or the Agent
under or in connection with the Term Loan Agreement and any other Loan
Document, including without limitation, the repayment of all principal of the
Term Loans and the payment of all interest, Fees, charges, attorneys’ fees and
other amounts payable to any Lender or the Agent thereunder or in connection
therewith; (b) any and all extensions, renewals, modifications, amendments
or substitutions of the foregoing; (c) all expenses, including, without
limitation, reasonable attorneys’ fees and disbursements, that are incurred by
the Lenders and the Agent in the enforcement of any of the foregoing or any
obligation of such Guarantor hereunder; and (d) all other Obligations.


 


Section 2.  Guaranty of Payment and Not of Collection.  This Guaranty is a guaranty of payment, and
not of collection, and a debt of each Guarantor for its own account.  Accordingly, neither  the Lenders nor the Agent shall be obligated
or required before enforcing this Guaranty against any Guarantor: (a)  to
pursue any right or remedy any of them may have against the Borrower, any other
Guarantor or any other Person or commence any suit or other proceeding against
the Borrower, any other Guarantor or any other Person in any court or other
tribunal; (b) to make any claim in a liquidation or bankruptcy of the
Borrower, any other Guarantor or any other Person; or (c) to make demand
of the Borrower, any other Guarantor or any other Person or to enforce or seek
to enforce or realize upon any collateral security held by the Lenders or the
Agent which may secure any of the Guarantied Obligations.


 


Section 3.  Guaranty Absolute.  Each Guarantor guarantees that the
Guarantied Obligations will be paid strictly in accordance with the terms of
the documents evidencing the same, regardless of any Applicable Law now or
hereafter in effect in any jurisdiction affecting any of such terms or the
rights of the Agent or the Lenders with respect thereto.  The liability of each Guarantor under this
Guaranty shall be absolute, irrevocable and unconditional in accordance with
its terms and shall remain in full force and effect without regard to, and
shall not be released, suspended, discharged, terminated or otherwise affected
by, any circumstance or occurrence whatsoever, including without limitation,
the following (whether or not such Guarantor consents thereto or has notice
thereof):


 


(a)           (i) any change in the amount,
interest rate or due date or other term of any of the Guarantied Obligations,
(ii) any change in the time, place or manner of payment of all or any
portion of the Guarantied Obligations, (iii) any amendment or waiver of,
or consent to the departure from or other indulgence with respect to, the Term
Loan Agreement, any other Loan Document, or any other document or instrument
evidencing or relating to any Guarantied Obligations, or (iv) any waiver,
renewal, extension, addition, or supplement to, or deletion from, or any other
action or inaction under or in respect of, the Term Loan Agreement, any of the
other Loan Documents, or any other documents, instruments or agreements
relating to the Guarantied Obligations or any other instrument or agreement
referred to therein or evidencing any Guarantied Obligations or any assignment
or transfer of any of the foregoing;


 


(b)           any lack of validity or
enforceability of the Term Loan Agreement, any of the other Loan Documents, or
any other document, instrument or agreement referred to therein or evidencing
any Guarantied Obligations or any assignment or transfer of any of the
foregoing;


 


H-2

















 


(c)           any furnishing to the Agent or the
Lenders of any security for the Guarantied Obligations, or any sale, exchange,
release or surrender of, or realization on, any collateral securing any of the
Obligations;


 


(d)           any settlement or compromise of any
of the Guarantied Obligations, any security therefor, or any liability of any
other party with respect to the Guarantied Obligations, or any subordination of
the payment of the Guarantied Obligations to the payment of any other liability
of the Borrower or any other Loan Party;


 


(e)           any bankruptcy, insolvency,
reorganization, composition, adjustment, dissolution, liquidation or other like
proceeding relating to such Guarantor, the Borrower, any other Loan Party or
any other Person, or any action taken with respect to this Guaranty by any
trustee or receiver, or by any court, in any such proceeding;


 


(f)            any act or failure to act by the
Borrower, any other Loan Party or any other Person which may adversely affect
such Guarantor’s subrogation rights, if any, against the Borrower to recover
payments made under this Guaranty;


 


(g)           any nonperfection or impairment of
any security interest or other Lien on any collateral, if any, securing in any
way any of the Obligations;


 


(h)           any application of sums paid by the
Borrower, any other Guarantor or any other Person with respect to the
liabilities of the Borrower to the Agent or the Lenders regardless of what
liabilities of the Borrower remain unpaid;


 


(i)            any defect, limitation or
insufficiency in the borrowing powers of the Borrower or in the exercise
thereof; or


 


(j)            any other circumstance which might
otherwise constitute a defense available to, or a discharge of, a Guarantor
hereunder (other than indefeasible payment in full).


 


Section 4.  Action with Respect to Guarantied
Obligations.  The Lenders and the
Agent may, at any time and from time to time, without the consent of, or notice
to, any Guarantor, and without discharging any Guarantor from its obligations
hereunder, take any and all actions described in Section 3 and may
otherwise: (a) amend, modify, alter or supplement the terms of any of the
Guarantied Obligations, including, but not limited to, extending or shortening
the time of payment of any of the Guarantied Obligations or changing the
interest rate that may accrue on any of the Guarantied Obligations;
(b) amend, modify, alter or supplement the Term Loan Agreement or any
other Loan Document; (c) sell, exchange, release or otherwise deal with
all, or any part, of any collateral securing any of the Obligations;
(d) release any other Loan Party or other Person liable in any manner for
the payment or collection of the Guarantied Obligations; (e) exercise, or
refrain from exercising, any rights


 


H-3

















 


against the Borrower, any other
Guarantor or any other Person; and (f) apply any sum, by whomsoever paid
or however realized, to the Guarantied Obligations in such order as the Lenders
shall elect.


 


Section 5.  Representations and Warranties.  Each Guarantor hereby makes to the Agent and
the Lenders all of the representations and warranties made by the Borrower with
respect to or in any way relating to such Guarantor in the Term Loan Agreement
and the other Loan Documents, as if the same were set forth herein in full.


 


Section 6.  Covenants.  Each Guarantor will comply with all covenants which the Borrower
is to cause such Guarantor to comply with under the terms of the Term Loan
Agreement or any of the other Loan Documents.


 


Section 7.  Waiver.  Each Guarantor, to the fullest extent permitted by Applicable
Law, hereby waives notice of acceptance hereof or any presentment, demand,
protest or notice of any kind, and any other act or thing, or omission or delay
to do any other act or thing, which in any manner or to any extent might vary
the risk of such Guarantor or which otherwise might operate to discharge such
Guarantor from its obligations hereunder.


 


Section 8.  Inability to Accelerate Loan.  If the Agent and/or the Lenders are
prevented under Applicable Law or otherwise from demanding or accelerating
payment of any of the Guarantied Obligations by reason of any automatic stay or
otherwise, the Agent and/or the Lenders shall be entitled to receive from each
Guarantor, upon demand therefor, the sums which otherwise would have been due
had such demand or acceleration occurred.


 


Section 9.  Reinstatement of Guarantied Obligations.  If claim is ever made on the Agent or any
Lender for repayment or recovery of any amount or amounts received in payment
or on account of any of the Guarantied Obligations, and the Agent or such
Lender repays all or part of said amount by reason of (a) any judgment,
decree or order of any court or administrative body of competent jurisdiction,
or (b) any settlement or compromise of any such claim effected by the Agent
or such Lender with any such claimant (including the Borrower or a trustee in
bankruptcy for the Borrower), then and in such event each Guarantor agrees that
any such judgment, decree, order, settlement or compromise shall be binding on
it, notwithstanding any revocation hereof or the cancellation of the Term Loan
Agreement, any of the other Loan Documents, or any other instrument evidencing
any liability of the Borrower, and such Guarantor shall be and remain liable to
the Agent or such Lender for the amounts so repaid or recovered to the same
extent as if such amount had never originally been paid to the Agent or such
Lender.


 


Section 10.  Subrogation.  Upon the making by any Guarantor of any
payment hereunder for the account of the Borrower, such Guarantor shall be
subrogated to the rights of the payee against the Borrower; provided, however,
that such Guarantor shall not enforce any right or receive any payment by way
of subrogation or otherwise take any action in respect of any other claim or
cause of action such Guarantor may have against the Borrower arising by reason
of any payment or performance by such Guarantor pursuant to this Guaranty,
unless and until all of the Guarantied Obligations have been


 


H-4

















 


indefeasibly paid and performed
in full.  If any amount shall be paid to
such Guarantor on account of or in respect of such subrogation rights or other
claims or causes of action, such Guarantor shall hold such amount in trust for
the benefit of the Agent and the Lenders and shall forthwith pay such amount to
the Agent to be credited and applied against the Guarantied Obligations,
whether matured or unmatured, in accordance with the terms of the Term Loan
Agreement or to be held by the Agent as collateral security for any Guarantied
Obligations existing.


 


Section 11.  Payments Free and Clear.  All sums payable by each Guarantor
hereunder, whether of principal, interest, Fees, expenses, premiums or
otherwise, shall be paid in full, without set-off or counterclaim or any
deduction or withholding whatsoever (including any Taxes), and if any Guarantor
is required by Applicable Law or by a Governmental Authority to make any such
deduction or withholding, such Guarantor shall pay to the Agent and the Lenders
such additional amount as will result in the receipt by the Agent and the
Lenders of the full amount payable hereunder had such deduction or withholding
not occurred or been required.


 


Section 12.  Set-off.  In addition to any rights now or hereafter granted under any of
the other Loan Documents or Applicable Law and not by way of limitation of any
such rights, each Guarantor hereby authorizes the Agent and each Lender, at any
time during the continuance of an Event of Default, without any prior notice to
such Guarantor or to any other Person, any such notice being hereby expressly
waived, but in the case of a Lender subject to receipt of the prior written
consent of the Agent exercised in its sole discretion, to set off and to
appropriate and to apply any and all deposits (general or special, including,
but not limited to, indebtedness evidenced by certificates of deposit, whether
matured or unmatured) and any other indebtedness at any time held or owing by
the Agent, such Lender, or any affiliate of the Agent or such Lender, to or for
the credit or the account of such Guarantor against and on account of any of
the Guarantied Obligations, although such obligations shall be contingent or
unmatured. Each Guarantor agrees, to the fullest extent permitted by Applicable
Law, that any Participant may exercise rights of setoff or counterclaim and
other rights with respect to its participation as fully as if such Participant
were a direct creditor of such Guarantor in the amount of such participation.


 


Section 13.  Subordination.  Each Guarantor hereby expressly covenants and
agrees for the benefit of the Agent and the Lenders that all obligations and
liabilities of the Borrower to such Guarantor of whatever description,
including without limitation, all intercompany receivables of such Guarantor
from the Borrower (collectively, the “Junior Claims”) shall be subordinate and
junior in right of payment to all Guarantied Obligations.  If an Event of Default shall have occurred
and be continuing, then no Guarantor shall accept any direct or indirect
payment (in cash, property or securities, by setoff or otherwise) from the
Borrower on account of or in any manner in respect of any Junior Claim until
all of the Guarantied Obligations have been indefeasibly paid in full.


 


Section 14.  Avoidance Provisions.  It is the intent of each Guarantor, the
Agent and the Lenders that in any Proceeding, such Guarantor’s maximum
obligation hereunder shall equal, but not exceed, the maximum amount which
would not otherwise cause the obligations of such Guarantor hereunder (or any
other obligations of such Guarantor to the Agent and the Lenders) to be
avoidable or


 


H-5

















 


unenforceable against such
Guarantor in such Proceeding as a result of Applicable Law, including without
limitation, (a) Section 548 of the Bankruptcy Code of 1978, as
amended (the “Bankruptcy Code”) and (b) any state fraudulent transfer or
fraudulent conveyance act or statute applied in such Proceeding, whether by
virtue of Section 544 of the Bankruptcy Code or otherwise.  The Applicable Laws under which the possible
avoidance or unenforceability of the obligations of such Guarantor hereunder
(or any other obligations of such Guarantor to the Agent and the Lenders) shall
be determined in any such Proceeding are referred to as the “Avoidance
Provisions”.  Accordingly, to the extent
that the obligations of any Guarantor hereunder would otherwise be subject to
avoidance under the Avoidance Provisions, the maximum Guarantied Obligations
for which such Guarantor shall be liable hereunder shall be reduced to that
amount which, as of the time any of the Guarantied Obligations are deemed to
have been incurred under the Avoidance Provisions, would not cause the
obligations of such Guarantor hereunder (or any other obligations of such
Guarantor to the Agent and the Lenders), to be subject to avoidance under the
Avoidance Provisions.  This Section is
intended solely to preserve the rights of the Agent and the Lenders hereunder
to the maximum extent that would not cause the obligations of any Guarantor
hereunder to be subject to avoidance under the Avoidance Provisions, and no
Guarantor or any other Person shall have any right or claim under this Section
as against the Agent and the Lenders that would not otherwise be available to
such Person under the Avoidance Provisions.


 


Section 15.  Information.  Each Guarantor assumes all responsibility
for being and keeping itself informed of the financial condition of the
Borrower and the other Guarantors, and of all other circumstances bearing upon
the risk of nonpayment of any of the Guarantied Obligations and the nature,
scope and extent of the risks that such Guarantor assumes and incurs hereunder,
and agrees that none of the Agent and the Lenders shall have any duty
whatsoever to advise any Guarantor of information regarding such circumstances
or risks.


 


Section 16.  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.


 


SECTION 17.  WAIVER OF JURY TRIAL.


 


(a)           EACH PARTY HERETO ACKNOWLEDGES THAT
ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG ANY GUARANTOR, THE AGENT OR ANY OF
THE LENDERS WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND
WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES.  ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF
THE LENDERS, THE AGENT AND EACH GUARANTOR HEREBY WAIVES ITS RIGHT TO A TRIAL BY
JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL
IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT
OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR BY REASON OF ANY OTHER SUIT,
CAUSE OF ACTION OR DISPUTE


 


H-6

















 


WHATSOEVER BETWEEN OR AMONG THE
BORROWER, THE AGENT OR ANY OF THE LENDERS OF ANY KIND OR NATURE.


 


(b)           EACH OF THE GUARANTORS, THE AGENT AND
EACH LENDER HEREBY AGREES THAT THE FEDERAL DISTRICT COURT OF THE SOUTHERN
DISTRICT OF NEW YORK, ANY STATE COURT LOCATED IN NEW YORK, NEW YORK, SHALL HAVE
NONEXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN
OR AMONG ANY GUARANTOR, THE AGENT OR ANY OF THE LENDERS, PERTAINING DIRECTLY OR
INDIRECTLY TO THIS AGREEMENT, THE LOANS, THE NOTES OR ANY OTHER LOAN DOCUMENT
OR TO ANY MATTER ARISING HEREFROM OR THEREFROM.  EACH GUARANTOR AND EACH OF THE LENDERS EXPRESSLY SUBMITS AND
CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED
IN SUCH COURTS.  EACH PARTY FURTHER
WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS
BROUGHT IN AN INCONVENIENT FORUM AND EACH AGREES NOT TO PLEAD OR CLAIM THE
SAME.  THE CHOICE OF FORUM SET FORTH IN
THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE
AGENT OR ANY LENDER OR THE ENFORCEMENT BY THE AGENT OR ANY LENDER OF ANY
JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.


 


(c)           THE PROVISIONS OF THIS SECTION HAVE
BEEN CONSIDERED BY EACH PARTY WITH THE ADVICE OF COUNSEL AND WITH A FULL
UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT
OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER LOAN
DOCUMENTS AND THE TERMINATION OF THIS GUARANTY.


 


Section 18.  Loan Accounts.  The Agent and each Lender may maintain books
and accounts setting forth the amounts of principal, interest and other sums
paid and payable with respect to the Guarantied Obligations, and in the case of
any dispute relating to any of the outstanding amount, payment or receipt of
any of the Guarantied Obligations or otherwise, the entries in such books and
accounts shall be deemed prima facie evidence of the amounts and other matters
set forth herein.  The failure of the
Agent or any Lender to maintain such books and accounts shall not in any way
relieve or discharge any Guarantor of any of its obligations hereunder.


 


Section 19.  Waiver of Remedies.  No delay or failure on the part of the Agent
or any Lender in the exercise of any right or remedy it may have against any
Guarantor hereunder or otherwise shall operate as a waiver thereof, and no
single or partial exercise by the Agent or any Lender of any such right or remedy
shall preclude any other or further exercise thereof or the exercise of any
other such right or remedy.


 


H-7

















 


Section 20.  Termination.  This Guaranty shall remain in full force and
effect until indefeasible payment in full of the Guarantied Obligations and the
other Obligations and the termination or cancellation of the Term Loan
Agreement in accordance with its terms.


 


Section 21.  Successors and Assigns.  Each reference herein to the Agent or the
Lenders shall be deemed to include such Person’s respective successors and
assigns (including, but not limited to, any holder of the Guarantied
Obligations) in whose favor the provisions of this Guaranty also shall inure,
and each reference herein to each Guarantor shall be deemed to include such
Guarantor’s successors and assigns, upon whom this Guaranty also shall be
binding.  The Lenders may, in accordance
with the applicable provisions of the Term Loan Agreement, assign, transfer or
sell any Guarantied Obligation, or grant or sell participations in any
Guarantied Obligations, to any Person without the consent of, or notice to, any
Guarantor and without releasing, discharging or modifying any Guarantor’s
obligations hereunder.  Each Guarantor
hereby consents to the delivery by the Agent or any Lender to any Assignee or
Participant (or any prospective Assignee or Participant) of any financial or
other information regarding the Borrower or any Guarantor.  No Guarantor may assign or transfer its
obligations hereunder to any Person without the prior written consent of all
Lenders and any such assignment or other transfer to which all of the Lenders
have not so consented shall be null and void.


 


Section 22.  JOINT AND SEVERAL OBLIGATIONS.  THE OBLIGATIONS OF THE GUARANTORS HEREUNDER
SHALL BE JOINT AND SEVERAL, AND ACCORDINGLY, EACH GUARANTOR CONFIRMS THAT IT IS
LIABLE FOR THE FULL AMOUNT OF THE “GUARANTIED OBLIGATIONS” AND ALL OF THE
OBLIGATIONS AND LIABILITIES OF EACH OF THE OTHER GUARANTORS HEREUNDER.


 


Section 23.  Amendments.  This Guaranty may not be amended except in writing signed by the
Requisite Lenders (or all of the Lenders if required under the terms of the
Term Loan Agreement), the Agent and each Guarantor.


 


Section 24.  Payments.  All payments to be made by any Guarantor pursuant to this
Guaranty shall be made in Dollars, in immediately available funds to the Agent
at the Principal Office, not later than 2:00 p.m. on the date of demand
therefor.


 


Section 25.  Notices.  All notices, requests and other communications hereunder shall be
in writing (including facsimile transmission or similar writing) and shall be
given (a) to each Guarantor at its address set forth below its signature
hereto, (b) to the Agent or any Lender at its respective address for notices provided
for in the Term Loan Agreement, or (c) as to each such party at such other
address as such party shall designate in a written notice to the other
parties.  Each such notice, request or
other communication shall be effective (i) if mailed, when received; (ii) if
telecopied, when transmitted; or (iii) if hand delivered, when delivered; provided,
however, that any notice of a change of address for notices shall not be
effective until received.


 


H-8

















 


Section 26.  Severability.  In case any provision of this Guaranty shall
be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.


 


Section 27.  Headings.  Section headings used in this Guaranty are for convenience only
and shall not affect the construction of this Guaranty.


 


Section 28.  Trustees, Etc. Not Liable.


 


IN THE CASE OF
ANY GUARANTOR THAT IS A TRUST, NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR
AGENT OF SUCH GUARANTOR SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR
SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH GUARANTOR.  ALL PERSONS DEALING WITH SUCH GUARANTOR, IN
ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH GUARANTOR FOR THE PAYMENT OF ANY
SUM OR THE PERFORMANCE OF ANY OBLIGATION OWING BY SUCH GUARANTOR HEREUNDER. THE
PROVISIONS OF THIS SECTION SHALL NOT LIMIT ANY OBLIGATIONS OF ANY LOAN PARTY.


 


Section 29.  Limitation of Liability.


 


Neither the
Agent nor any Lender, nor any affiliate, officer, director, employee, attorney,
or agent of the Agent or any Lender, shall have any liability with respect to,
and each Guarantor hereby waives, releases, and agrees not to sue any of them
upon, any claim for any special, indirect, incidental, or consequential damages
suffered or incurred by a Guarantor in connection with, arising out of, or in
any way related to, this Guaranty or any of the other Loan Documents, or any of
the transactions contemplated by this Guaranty, the Term Loan Agreement or any
of the other Loan Documents.  Each
Guarantor hereby waives, releases, and agrees not to sue the Agent or any
Lender or any of the Agent’s or any Lender’s affiliates, officers, directors,
employees, attorneys, or agents for punitive damages in respect of any claim in
connection with, arising out of, or in any way related to, this Guaranty, the
Term Loan Agreement or any of the other Loan Documents, or any of the
transactions contemplated by Term Loan Agreement or financed thereby.


 


Section 30.  Definitions.  (a) For the purposes of this Guaranty:


 


“Proceeding”
means any of the following: (i) a voluntary or involuntary case concerning
any Guarantor shall be commenced under the Bankruptcy Code of 1978, as amended;
(ii) a custodian (as defined in such Bankruptcy Code or any other
applicable bankruptcy laws) is appointed for, or takes charge of, all or any
substantial part of the property of any Guarantor; (iii) any other
proceeding under any Applicable Law, domestic or foreign, relating to
bankruptcy, insolvency, reorganization, winding-up or composition for
adjustment of debts, whether now or hereafter in effect, is commenced relating
to any Guarantor; (iv) any Guarantor is adjudicated insolvent or bankrupt;
(v) any order of relief or other order approving any such case or
proceeding is entered by a court of competent jurisdiction; (vi) any
Guarantor makes a general assignment for the benefit of creditors;
(vii) any Guarantor shall fail to pay,


 


H-9

















 


or shall state that it is
unable to pay, or shall be unable to pay, its debts generally as they become
due; (viii) any Guarantor shall call a meeting of its creditors with a
view to arranging a composition or adjustment of its debts; (ix) any Guarantor
shall by any act or failure to act indicate its consent to, approval of or
acquiescence in any of the foregoing; or (x) any corporate action shall be
taken by any Guarantor for the purpose of effecting any of the foregoing.


 


(b)           Terms not otherwise defined herein
are used herein with the respective meanings given them in the Term Loan
Agreement.


 


[Signature on Next Page]


 


H-10

















 


IN WITNESS
WHEREOF, each Guarantor has duly executed and delivered this Guaranty as of the
date and year first written above.


 


 


	
   

  	
  [Update as needed]

  
	
   

  	
   

  
	
   

  	
  HUB LA
  PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:  John Popeo

  
	
   

  	
   

  	
  Title:  Treasurer and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUB REALTY
  COLLEGE PARK, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:  John Popeo

  
	
   

  	
   

  	
  Title:  Treasurer and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUB REALTY
  COLLEGE PARK I, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: Hub
  Management, Inc.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:  John A. Mannix

  
	
   

  	
  Title:  President

  
	
   

  	
   

  
	
   

  	
  By: Hub
  Realty College Park, Inc.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:  John A. Mannix

  
	
   

  	
  Title:  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUB ACQUISITION
  TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  John Popeo

  
	
   

  	
  Title:  Treasurer and Secretary

  
						



 


H-11

















 


	
   

  	
  1735 MARKET
  STREET PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  John Popeo

  
	
   

  	
  Title:  Treasurer and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HEALTH AND
  RETIREMENT PROPERTIES INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  John Popeo

  
	
   

  	
  Title:  Treasurer and Secretary

  
	
   

  	
   

  
	
   

  	
  HUB
  MANAGEMENT, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  John Popeo

  
	
   

  	
  Title:  Treasurer and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUB REALTY
  GOLDEN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  John Popeo

  
	
   

  	
  Title:  Treasurer and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUB REALTY
  FUNDING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  John Popeo

  
	
   

  	
  Title:  Treasurer and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUB RI
  PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  John Popeo

  
	
   

  	
  Title:  Treasurer and Secretary

  



 


H-12

















 


	
   

  	
  HUB WOODMONT
  INVESTMENT TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  John Popeo

  
	
   

  	
  Title:  Treasurer and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUB WOODMONT
  LIMITED LIABILITY COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  Hub Woodmont Investment Trust, its Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:  John A. Mannix

  
	
   

  	
  Title:  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NINE PENN
  CENTER PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  John Popeo

  
	
   

  	
  Title:  Treasurer and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INDEMNITY
  COLLECTION CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  John Popeo

  
	
   

  	
  Title:  Treasurer and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RESEARCH
  PARK PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  John Popeo

  
	
   

  	
  Title:  Treasurer and Secretary

  
					



 


H-13

















 


	
   

  	
  ROSEDALE
  PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  John Popeo

  
	
   

  	
  Title:  Treasurer and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  4 MAGUIRE
  ROAD REALTY TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  John Popeo

  
	
   

  	
  Title:  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  47 HARVARD
  STREET REAL ESTATE TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  John Popeo

  
	
   

  	
  Title:  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HRPT MEDICAL
  BUILDINGS REALTY TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  John Popeo

  
	
   

  	
  Title:  Trustee

  



 


H-14

















 


	
   

  	
  MOB REALTY
  TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  John Popeo

  
	
   

  	
  Title:  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PUTNAM PLACE
  REALTY TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  John Popeo

  
	
   

  	
  Title:  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  145
  UNIVERSITY AVENUE REALTY TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  John Popeo

  
	
   

  	
  Title:  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUB MA
  REALTY TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  John Popeo

  
	
   

  	
  Title:  Trustee

  
	
   

  	
   

  
	
   

  	
  CAUSEWAY
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  John Popeo

  
	
   

  	
  Title:  Trustee

  
					



 


H-15

















 


	
   

  	
  HUB REALTY
  KANSAS CITY, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  John Popeo

  
	
   

  	
  Title:  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUB
  PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  John Popeo

  
	
   

  	
  Title:  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUB LA
  LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  Hub LA Properties Trust, its General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:  John A. Mannix

  
	
   

  	
  Title:  President

  
	
   

  	
   

  
	
   

  	
  NINE PENN
  CENTER ASSOCIATES L.P.

  
	
   

  	
   

  
	
   

  	
  By:  Nine Penn Center Properties Trust, its
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:  John A. Mannix

  
	
   

  	
  Title:  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for
  Notices:

  
	
   

  	
   

  
	
   

  	
  c/o HRPT
  Properties Trust

  
	
   

  	
  400 Centre
  Street

  
	
   

  	
  Newton,
  Massachusetts  02458

  
	
   

  	
  Attention:  John Popeo

  
	
   

  	
  Telecopy
  Number:

  	
  (617)
  928-1305

  
	
   

  	
  Telephone
  Number:

  	
  (617)
  332-3990

  
					



 


H-16

















 


ANNEX I


 


FORM OF ACCESSION AGREEMENT


 


THIS ACCESSION
AGREEMENT dated as of
                        ,
        , executed and delivered by
                                          ,
a
                                   
(the “New Subsidiary”), in favor of (a) WACHOVIA BANK, NATIONAL
ASSOCIATION, in its capacity as Agent (the “Agent”) for the Lenders under that
certain Term Loan Agreement dated as of February 25, 2004 (as amended,
restated, supplemented or otherwise modified from time to time, the “Term Loan
Agreement”), by and among HRPT Properties Trust (the “Borrower”), the financial
institutions party thereto and their assignees under Section 12.5 thereof
(the “Lenders”), the Agent, and the other parties thereto, and (b) the Lenders.


 


WHEREAS,
pursuant to the Term Loan Agreement, the Agent and the Lenders have agreed to
make available to the Borrower certain financial accommodations on the terms
and conditions set forth in the Term Loan Agreement;


 


WHEREAS, the
Borrower owns, directly or indirectly, at least a majority of the issued and
outstanding Equity Interests in the New Subsidiary;


 


WHEREAS, the
Borrower, the New Subsidiary, and the existing Guarantors, though separate
legal entities, are mutually dependent on each other in the conduct of their respective
businesses as an integrated operation and have determined it to be in their
mutual best interests to obtain financing from the Agent and the Lenders
through their collective efforts;


 


WHEREAS, the
New Subsidiary acknowledges that it will receive direct and indirect benefits
from the Agent and the Lenders making such financial accommodations available
to the Borrower under the Term Loan Agreement and, accordingly, the New
Subsidiary is willing to guarantee the Borrower’s obligations to the Agent and
the Lenders on the terms and conditions contained herein; and


 


WHEREAS, the
New Subsidiary’s execution and delivery of this Agreement is a condition to the
Agent and the Lenders continuing to make such financial accommodations to the
Borrower.


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the New Subsidiary, the New Subsidiary agrees as
follows:


 


Section
1.  Accession to Guaranty.  The New Subsidiary hereby agrees that it is
a “Guarantor” under that certain Guaranty dated as of February 25, 2004 (as
amended, supplemented, restated or otherwise modified from time to time, the
“Guaranty”), made by each Subsidiary of the Borrower a party thereto in favor
of the Agent and the Lenders and assumes all obligations of a “Guarantor”
thereunder, all as if the New Subsidiary had been an original signatory to the
Guaranty.  Without limiting the
generality of the foregoing, the New Subsidiary hereby:


 


H-17

















 


(a)           irrevocably and unconditionally
guarantees the due and punctual payment and performance when due, whether at
stated maturity, by acceleration or otherwise, of all Guarantied Obligations
(as defined in the Guaranty);


 


(b)           makes to the Agent and the Lenders as
of the date hereof each of the representations and warranties contained in
Section 5 of the Guaranty and agrees to be bound by each of the covenants
contained in Section 6 of the Guaranty; and


 


(c)           consents and agrees to each provision
set forth in the Guaranty.


 


SECTION 2.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.


 


Section 3.  Definitions.  Capitalized terms used herein and not
otherwise defined herein shall have their respective defined meanings given
them in the Term Loan Agreement.


 


 


[Signatures on Next Page]


 


H-18

















 


IN WITNESS WHEREOF,
the New Subsidiary has caused this Accession Agreement to be duly executed and
delivered under seal by its duly authorized officers as of the date first
written above.


 


 


	
   

  	
  [NEW
  SUBSIDIARY]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for
  Notices:

  
	
   

  	
   

  
	
   

  	
  c/o HRPT Properties Trust

  
	
   

  	
  400 Centre Street

  
	
   

  	
  Newton, Massachusetts  02458

  
	
   

  	
  Attention:

  
	
   

  	
  Telecopy Number:

  	
  (       )
         -       

  
	
   

  	
  Telephone
  Number:

  	
  (617)
  332-3990

  
	
   

  	
   

  
	
  Accepted:

  	
   

  
	
   

  	
   

  
	
  WACHOVIA
  BANK, NATIONAL ASSOCIATION,

  	
   

  
	
  as Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
									



 


H-19