herein in full.
For an agreed consideration, [the] [each] Assignor hereby irrevocably sells and
assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignee
hereby irrevocably purchases and assumes from [the Assignor] [the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor's] [the
respective Assignors'] rights and obligations in [its capacity as a Lender]
[their respective capacities as Lenders] under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor] [the respective Assignors]
under the respective facilities identified below and (ii) to the extent
permitted to be assigned under applicable law, all claims, suits, causes of
action and any other right of [the Assignor (in its capacity as a Lender)] [the
respective Assignors (in their respective capacities as Lenders)] against any
Person, whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of
the foregoing, including, but not limited to, contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity
related to the rights and obligations sold and assigned pursuant to
clause (i) above (the rights and obligations sold and assigned by [the] [any]
Assignor to [the] [any] Assignee pursuant to clauses (i) and (ii) above being
referred to herein collectively as [the] [an] "Assigned Interest").
Each such
sale and assignment is without recourse to [the] [any] Assignor and, except as
expressly provided in this Assignment and Assumption, without representation or
warranty by [the] [any] Assignor.
(8)
For bracketed language here and elsewhere in
this form relating to the Assignor(s), if the assignment if from a single
Assignor, choose the first bracketed language.
If the assignment if from
multiple Assignors, choose the second bracketed language.
(9)
Include bracketed language if there are
either multiple Assignors or multiple Assignees.
EXHIBIT F-1-1
5.
Assignor[s]:
6.
Assignee[s]:
[for each Assignee, indicate [Affiliate] [Approved Fund] of [identify Lender]]
7.
Borrower(s):
Franklin Street Properties Corp.
8.
Administrative Agent:
Bank of Montreal,
as the administrative agent under the Credit Agreement
9.
Credit Agreement:
Second Amended and
Restated Credit Agreement, dated as of September 27, 2018, among Franklin Street
Properties Corp., the Lenders from time to time party thereto, and Bank of
Montreal, as Administrative Agent
10.
Assigned Interest[s]:
LOAN(S)
ASSIGNOR[S]
ASSIGNEE[S]
FACILITY
ASSIGNED
AGGREGATE
AMOUNT OF
LOANS
FOR ALL
LENDERS(10)
AMOUNT OF
LOANS
ASSIGNED
PERCENTAGE
ASSIGNED OF
LOANS(11)
CUSIP
NUMBER
[Term A Loan] / [Term B Loan]
$
$
%
$
$
%
$
$
%
11.
[Trade Date:
]
Effective Date:
, 20
[TO BE INSERTED BY ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF