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 Alternate
Currency Note under seal as of the date first written above.
HRPT PROPERTIES TRUST
By:
Name:
Title:
A-2
EXHIBIT B
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 Amended and Restated Credit
Agreement dated as of January
, 2005 (as amended, restated, supplemented
or otherwise modified from time to time, the "Credit 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 Commitment under the Credit 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, a $
interest
(such interest being the "Assigned Commitment") in and to the Assignor's
Commitment and all of the other rights and obligations of the Assignor under the
Credit Agreement, the Assignor's Revolving Note and the other Loan Documents
(representing
% in respect of the aggregate amount of all Lenders'
Commitments), including without limitation, a principal amount of outstanding
Revolving Loans equal to $
and all voting rights of the Assignor
associated with the Assigned Commitment, all rights to receive interest on such
amount of Revolving Loans and all commitment and other Fees with respect to the
Assigned Commitment and other rights of the Assignor under the Credit Agreement
and the other Loan Documents with respect to the Assigned Commitment.
The
Assignee, subject to the terms and conditions hereof, hereby assumes all
obligations of the Assignor as a Lender with respect to the Assigned Commitment,
which obligations shall include, but shall not be limited to, the obligation to
make Revolving Loans to the Borrower with respect to the Assigned Commitment,
the obligation to pay the Agent amounts due in respect of draws under Letters of
Credit as required