Exhibit 10.9


 


PLEDGE AGREEMENT


 


THIS PLEDGE AGREEMENT, dated as of April [    ],
2009 (this “Pledge Agreement”) is made by Government Properties Income
Trust, a Maryland real estate investment trust  (a
“Pledgor” and collectively with such of its Subsidiaries which execute a
joinder to this Agreement, the “Pledgors”), in favor of Bank of America,
N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative
Agent”) for the benefit of the Administrative Agent, the L/C Issuer, the
Swing Line Lender, the Lenders (in each case, as defined in the Credit
Agreement described below; collectively, the Administrative Agent, the L/C
Issuer, the Swing Line Lender and the Lenders shall be referred to herein as
the “Secured Parties” and each, individually, may be referred to as a “Secured
Party”).


 


RECITALS


 


WHEREAS, pursuant to that certain Credit Agreement dated as
of the date hereof (as amended, modified, extended, renewed or replaced from
time to time, the “Credit Agreement”) among Government Properties Income
Trust, a Maryland real estate investment trust (the “Principal Borrower”), each of its
Subsidiaries which, from time to time, qualifies as a Borrowing Base Entity
thereunder (collectively, with the Principal Borrower, the “Borrowers”
and each a “Borrower”), the Lenders from time to time party thereto, and Bank
of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, the Secured
Parties have agreed to make Loans and certain other extensions of credit upon
the terms and subject to the conditions set forth therein; and


 


WHEREAS, it is a condition precedent to the effectiveness
of the Credit Agreement and the obligations of the Secured Parties to make
their respective Loans and other extensions of credit under the Credit Agreement
that the Pledgors shall have executed and delivered this Pledge Agreement to
the Administrative Agent for the ratable benefit of the Secured Parties.


 


NOW, THEREFORE, in consideration of these premises and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:


 


1.                                       Definitions.  Capitalized terms used herein but not
otherwise defined shall have the meanings ascribed to such terms in the Credit
Agreement and the following terms which are defined in the Uniform Commercial
Code (the “UCC”) in effect in the State of New York on the date hereof
are used herein as so defined:  Control,
Entitlement Order, Securities Account, Security Entitlement, and Securities
Intermediary.  For purposes of this
Pledge Agreement, the term “Lender” shall include any Affiliate of any Lender
which has entered into a Swap Contract with any Borrower (to the extent the
obligations of such Borrower thereunder constitute Obligations).


 


2.                                       Pledge and Grant of Security
Interest.  To secure
the prompt payment and performance in full when due, whether by lapse of time
or otherwise, of the Pledgor Obligations (as defined in Section 3 hereof),
each Pledgor hereby pledges and assigns to the Administrative Agent, for the
benefit of the Secured Parties, and grants to the Administrative Agent, for the
benefit of the Secured Parties, a continuing security interest in, and a right
to set off against, any and all right, title and interest of such Pledgor in
and to the following, whether now owned or existing or owned, acquired, or
arising hereafter (collectively, the “Pledged Collateral”):


 


(a)                                  Pledged Equity
Interests.  100% of the
issued and outstanding Equity Interests owned by such Pledgor of each other
Borrower and each other Person that, pursuant to the terms of the Credit
Agreement, is required to become a Borrower (a list of Borrowers and the Equity
Interests thereof owned by the respective Pledgors as of the Closing Date is
set forth on Schedule 2(a) attached hereto) together with the
certificates (or other agreements or instruments), if any, representing such
Equity Interests and all options and other rights, contractual or otherwise,
with respect thereto (collectively, together with the Equity Interests described
in Sections 2(b) and 2(c) below, the “Pledged Equity Interests”),
including, but not limited to, the following:


 


(A)                              all shares, securities,
partnership interests, membership interests or other equity interests
representing a dividend on any of the Pledged Equity Interests, or representing
a distribution or return of capital upon or in respect of the Pledged Equity
Interests, or resulting from a stock split, revision, reclassification or other
exchange therefor, and any subscriptions, 


 

















 


warrants,
rights or options issued to the holder of, or otherwise in respect of, the
Pledged Equity Interests; and


 


(B)                                without affecting the
obligations of the Pledgors under any provision prohibiting such action
hereunder or under the Credit Agreement, in the event of any consolidation or
merger involving the issuer of any Pledged Equity Interests and in which such
issuer is not the surviving entity, the Equity Interests (in the applicable
percentage specified in Section 2(a) above) of the successor entity
formed by or resulting from such consolidation or merger.


 


(b)                                 Additional
Shares.  100% (or, if less, the full
amount owned by such Pledgor) of the issued and outstanding Equity Interests of
any Borrower which hereafter directly or indirectly owns another Borrower (or
any Person that should, pursuant to the terms of the Credit Agreement, have
been made a Borrower) together with the certificates (or other agreements or
instruments), if any, representing such Equity Interests.


 


(c)                                  Proceeds.  All proceeds and products of the foregoing,
however and whenever acquired and in whatever form.


 


Without limiting the generality of the foregoing, it is hereby
specifically understood and agreed that each Pledgor may from time to time
hereafter deliver additional shares of Equity Interests to the Administrative
Agent as collateral security for the Pledgor Obligations.  Upon delivery to the Administrative Agent,
such additional Equity Interests shall be deemed to be part of the Pledged
Collateral and shall be subject to the terms of this Pledge Agreement whether
or not Schedule 2(a) is amended to refer to such additional Equity
Interests.


 


3.                                       Security for Pledgor
Obligations.  The
security interest created hereby in the Pledged Collateral constitutes
continuing collateral security for all of the following, whether now existing
or hereafter incurred (the “Pledgor Obligations”), subject, in the case
of each Pledgor, to the terms of Section 26 hereof:


 


(a)                                  The prompt
performance and observance by the Borrowers of all obligations of the Borrowers
under the Credit Agreement, the Notes, this Pledge Agreement and the other Loan
Documents to which the Borrowers are a party; and


 


(b)                                 All other
indebtedness, liabilities, obligations and expenses of any kind or nature owing
from any Borrower to any Secured Party in connection with (i) this Pledge
Agreement or any other Loan Document, whether now existing or hereafter
arising, due or to become due, direct or indirect, absolute or contingent, and
howsoever evidenced, held or acquired, together with any and all modifications,
extensions, renewals and/or substitutions of any of the foregoing, (ii) collecting
and enforcing the Obligations and (iii) all liabilities and obligations
owing from any Borrower to any Secured Party.


 


                                                4.                                       Delivery of the
Pledged Collateral; Perfection of Security Interest.  Each Pledgor hereby agrees that:


 


(a)                                  Delivery of
Certificates.  Each
Pledgor shall deliver to the Administrative Agent (i) simultaneously with
or prior to the execution and delivery of this Pledge Agreement, all certificates
representing the Pledged Equity Interests issued to such Pledgor and (ii) promptly
upon the receipt thereof by or on behalf of a Pledgor, all other certificates
and instruments constituting Pledged Collateral issued to a Pledgor.  Prior to delivery to the Administrative
Agent, all such certificates and instruments constituting Pledged Collateral of
a Pledgor shall be held in trust by such Pledgor in favor of the Administrative
Agent pursuant hereto (and for the benefit of the Secured Parties).  All such certificates shall be delivered in
suitable form for transfer by delivery or shall be accompanied by duly executed
instruments of transfer or assignment in blank, substantially in the form
provided in Exhibit 4(a) attached hereto.


 


(b)                                 Additional Securities.  If such Pledgor shall receive by virtue of
its being, becoming or having been the owner of any Pledged Collateral, any (i) certificate,
including without limitation, any certificate representing a dividend or
distribution in connection with any increase or reduction of capital,
reclassification, merger, consolidation, sale of assets, combination of shares
or membership or equity interests, stock splits, spin-off or split-off,
promissory notes or other instrument; (ii) option or right, whether as an
addition to, substitution for, or an exchange for, any Pledged Collateral or
otherwise; (iii) dividends payable in securities; or (iv) distributions
of securities or other equity interests in connection with 


 

















 


a
partial or total liquidation, dissolution or reduction of capital, capital
surplus or paid-in surplus, such Pledgor shall receive such certificate,
instrument, option, right or distribution in trust in favor of the
Administrative Agent (for the benefit of the Secured Parties), shall segregate
it from such Pledgor’s other property and shall deliver it forthwith to the
Administrative Agent in the exact form received together with any necessary
endorsement and/or appropriate stock power duly executed in blank,
substantially in the form provided in Exhibit 4(a), to be held by
the Administrative Agent as Pledged Collateral and as further collateral
security for the Pledgor Obligations.


 


(c)                                  Financing
Statements.  Each
Pledgor hereby irrevocably authorizes Administrative Agent at any time and from
time to time to file any initial financing statements, amendments thereto and
continuation statements as authorized by applicable law or reasonably required
by Administrative Agent to establish or maintain the validity, perfection and
priority of the security interests granted in this Pledge Agreement.


 


(d)                                 Provisions
Relating to Security Entitlements and Securities Accounts.  With respect to any Pledged Collateral
consisting of a Security Entitlement or held in a Securities Account, (i) the
applicable Pledgor and the applicable Securities Intermediary shall enter into
an agreement with the Administrative Agent granting Control to the
Administrative Agent over such Pledged Collateral, such agreement to be in form
and substance reasonably satisfactory to the Administrative Agent and (ii) the
Administrative Agent shall be entitled, upon the occurrence and during the
continuance of a Default or an Event of Default, to notify the applicable
Securities Intermediary that it should follow the Entitlement Orders of the
Administrative Agent and no longer follow the Entitlement Orders of the
applicable Pledgor.  Upon receipt by a
Pledgor of notice from a Securities Intermediary of its intent to terminate any
such Securities Account of such Pledgor held by such Securities Intermediary,
prior to the termination of such Securities Account the Pledged Collateral in
such Securities Account shall be (A) transferred to a new Securities
Account which is subject to a control agreement as provided above or (B) transferred
to an account held by the Administrative Agent (in which it will be held until
a new Securities Account is established).


 


5.                                       Representations
and Warranties.  Each
Pledgor hereby represents and warrants to the Administrative Agent, for the
benefit of the Secured Parties, that so long as any of the Pledgor Obligations
remain outstanding (other than any such obligations which by the terms thereof
are stated to survive termination of the Loan Documents) or any Loan Document
is in effect:


 


(a)                                  Authorization
of Pledged Equity Interests.  The Pledged Equity Interests are all duly
authorized and validly issued, fully paid and, with respect any Pledged Equity
Interests consisting of stock of a corporation, nonassessable and are not
subject to the preemptive rights of any Person. 
All other shares of Equity Interests constituting Pledged Collateral
will be duly authorized and validly issued, fully paid and, with respect any
Pledged Equity Interests consisting of stock of a corporation, nonassessable
and not subject to the preemptive rights of any Person.


 


(b)                                 Title.  Each Pledgor has good and indefeasible title
to the Pledged Collateral of such Pledgor and will at all times be the holder
of record and beneficial owner of such Pledged Collateral free and clear of any
Lien, other than Permitted Liens as defined in the Credit Agreement.  There exists no “adverse claim” within the
meaning of Section 8-102 of the Uniform Commercial Code as in effect in
the State of New York (the “UCC”) with respect to the Pledged Equity
Interests of such Pledgor.


 


(c)                                  Exercising of
Rights.  The exercise by the
Administrative Agent of its rights and remedies hereunder will not violate any
applicable law or governmental regulation or any Material Contract binding on
or affecting a Pledgor or any of the Pledged Collateral.


 


(d)                                 Pledgor’s
Authority.  No
authorization, approval or action by, and no notice or filing with any
Governmental Authority or with the issuer of any Pledged Equity Interests, in
any case that has not been made or obtained by the applicable Pledgor, is
required either (i) for the pledge made by a Pledgor or for the granting
of the security interest by a Pledgor pursuant to this Pledge Agreement or (ii) for
the exercise by the Administrative Agent (on behalf of the Secured Parties) of
its rights and remedies hereunder (except as may be required by Laws affecting
the offering and sale of securities).


 

















 


(e)                                  Security
Interest/Priority.  This Pledge
Agreement creates a valid security interest in favor of the Administrative
Agent, for the benefit of the Secured Parties, in the Pledged Collateral.  The taking possession by the Administrative
Agent of the certificates, if any, representing the Pledged Equity Interests
and all other certificates and instruments constituting Pledged Collateral will
perfect and establish the first priority of the Administrative Agent’s security
interest in all certificated Pledged Equity Interests and such certificates and
instruments and, upon the filing of UCC financing statements in the appropriate
filing office in the location of each Pledgor’s state of formation, the
Administrative Agent shall have a first priority perfected security interest in
all uncertificated Pledged Equity Interests consisting of partnership or
limited liability company interests that do not constitute a security pursuant
to Section 8-103(c) of the UCC. 
With respect to any Pledged Collateral consisting of a Security
Entitlement or held in a Securities Account, upon execution and delivery by the
applicable Pledgor, the applicable Securities Intermediary and the
Administrative Agent of an agreement granting Control to the Administrative
Agent over such Pledged Collateral, the Administrative Agent shall have a first
priority perfected security interest in such Pledged Collateral.  Except as set forth in this Section 5(e),
no action is necessary to perfect or otherwise protect each security interest
granted hereby


 


(f)                                    No Other Equity
Interests.  As of the
Closing Date, no Pledgor owns any Equity Interests of any other Borrower (or
Person that should, pursuant to the terms of the Credit Agreement, have been
made a Borrower) other than as set forth on Schedule 2(a) attached
hereto.


 


(g)                                 Partnership and
Limited Liability Company Interests.  Except as previously disclosed to the
Administrative Agent, none of the Pledged Equity Interests consisting of
partnership or limited liability company interests (i) is dealt in or
traded on a securities exchange or in a securities market, (ii) by its
terms expressly provides that it is a security governed by Article 8 of
the UCC, (iii) is an investment company security, (iv) is held in a
securities account or (v) constitutes a “security” or a “financial asset”
as such terms are defined in Article 8 of the UCC.


 


6.                                       Covenants.  Each Pledgor hereby covenants, that so long
as any of the Pledgor Obligations remain outstanding (other than any such
obligations which by the terms thereof are stated to survive termination of the
Loan Documents) or any Loan Document is in effect, such Pledgor shall:


 


(a)                                  Books and
Records.  Mark its books and records
(and shall cause the issuer of the Pledged Equity Interests issued to such
Pledgor to mark its books and records) to reflect the security interest granted
to the Administrative Agent, for the benefit of the Secured Parties, pursuant
to this Pledge Agreement.


 


(b)                                 Defense of
Title.  Warrant and defend title to
and ownership of the Pledged Collateral issued to such Pledgor at its own
expense against the claims and demands of all other parties claiming an
interest therein, keep the Pledged Collateral free from all Liens, and not
sell, exchange, transfer, assign, lease or otherwise dispose of Pledged
Collateral of such Pledgor or any interest therein, except as permitted under
the Credit Agreement and the other Loan Documents.


 


(c)                                  Further
Assurances.  Promptly
execute and deliver at its expense all further instruments and documents and
take all further action that the Administrative Agent may reasonably request in
order to (i) perfect and protect the security interest created hereby in the
Pledged Collateral of such Pledgor (including, without limitation, the
authorization to file UCC financing statements and any and all action necessary
to satisfy the Administrative Agent that the Administrative Agent has obtained
a first priority perfected security interest in all Pledged Equity Interests); (ii) enable
the Administrative Agent to exercise and enforce its rights and remedies
hereunder in respect of the Pledged Collateral of such Pledgor; and (iii) otherwise
effect the purposes of this Pledge Agreement, including, without limitation and
if requested by the Administrative Agent, delivering to the Administrative
Agent irrevocable proxies in respect of the Pledged Collateral of such Pledgor.


 


(d)                                 Amendments;
Modifications; Changes in Corporate Status.  Not make or consent to any amendment or other
modification or waiver with respect to any of the Pledged Collateral issued to
such Pledgor or enter into any agreement or allow to exist any restriction with
respect to any of the Pledged Collateral issued to such Pledgor other than
pursuant hereto or as may be permitted under the Credit Agreement and not cause
or permit without the prior written consent of the Administrative Agent any 


 

















 


change
in the organizational documents, name or corporate status or jurisdiction of
organization of such Pledgor that could reasonably be expected to, in any
manner, cause any security interest granted herein or any filing made in
connection herewith to lapse, terminate or otherwise become ineffective
(whether immediately or as a result of the passage of time) with respect to any
of the Pledged Collateral; provided, however, that the Administrative Agent
shall grant such consent upon 30 days advance request and each Pledgor’s
compliance with Section 6(c), as applicable, to Administrative Agent’s
reasonable satisfaction.


 


(e)                                  Compliance with
Securities Laws.  File all
reports and other information now or hereafter required to be filed by such
Pledgor with the United States Securities and Exchange Commission and any other
state, federal or foreign agency in connection with the ownership of the
Pledged Collateral issued to such Pledgor.


 


7.                                       Performance of
Obligations and Advances by Administrative Agent or Lenders.  On failure of any Pledgor to perform any of
the covenants and agreements contained herein, the Administrative Agent may,
upon the occurrence and during the continuation of an Event of Default, at its
sole option and in its reasonable discretion, perform or cause to be performed
the same and in so doing may expend such sums as the Administrative Agent may
reasonably deem advisable in the performance thereof, including, without
limitation, the payment of any insurance premiums, the payment of any taxes, a
payment to obtain a release of a Lien or potential Lien, expenditures made in
defending against any adverse claim and all other expenditures which the
Administrative Agent may make for the protection of the security hereof or
which may be compelled to make by operation of law.  All such sums and amounts so expended shall
be repayable by the Pledgors on a joint and several basis promptly upon timely
notice thereof and demand therefor, shall constitute additional Pledgor
Obligations and shall bear interest from the date said amounts are expended at
the default rate specified in the Credit Agreement for Loans that are Base Rate
Loans (including the appropriate Applicable Rate).  No such performance of any covenant or
agreement by the Administrative Agent on behalf of any Pledgor, and no such
advance or expenditure therefor, shall relieve the Pledgors of any default
under the terms of this Pledge Agreement or the other Loan Documents.  The Administrative Agent may make any payment
hereby authorized in accordance with any bill, statement or estimate procured
from the appropriate public office or holder of the claim to be discharged
without inquiry into the accuracy of such bill, statement or estimate or into
the validity of any tax assessment, sale, forfeiture, tax lien, title or claim
except to the extent such payment is being contested in good faith by a Pledgor
in appropriate proceedings and against which adequate reserves are being
maintained in accordance with GAAP.


 


8.                                       Events of
Default.  The occurrence of an event
which under the Credit Agreement or any other Loan Document would constitute an
Event of Default shall be an event of default hereunder (an “Event of
Default”).


 


9.                                       Remedies.


 


(a)                                  General
Remedies.  Upon the
occurrence of an Event of Default and during the continuation thereof, the
Administrative Agent (on behalf of the Secured Parties) shall have, in respect
of the Pledged Collateral of any Pledgor, in addition to the rights and
remedies provided herein, in the Loan Documents or by law, the rights and
remedies of a secured party under the UCC or any other applicable law.


 


(b)                                 Sale of Pledged
Collateral.  Upon the
occurrence of an Event of Default and during the continuation thereof, without
limiting the generality of this Section and without notice, the
Administrative Agent may, in its sole discretion, sell or otherwise dispose of
or realize upon the Pledged Collateral, or any part thereof, in one or more
parcels, at public or private sale, at any exchange or broker’s board or
elsewhere, at such price or prices and on such other terms as the
Administrative Agent may deem commercially reasonable, for cash, credit or for
future delivery or otherwise in accordance with applicable law.  To the extent permitted by law, any Lender
may in such event bid for the purchase of such securities.  Each Pledgor agrees that, to the extent
notice of sale shall be required by law and has not been waived by such
Pledgor, any requirement of reasonable notice shall be met if notice,
specifying the place of any public sale or the time after which any private
sale is to be made, is personally served on or mailed postage prepaid to such
Pledgor in accordance with the notice provisions of Section 10.02
of the Credit Agreement at least ten (10) days before the time of such
sale.  The Administrative Agent shall not
be obligated to make any sale of Pledged Collateral of such Pledgor regardless
of notice of sale having been given.  The
Administrative Agent may adjourn any public or private sale from time to time
by announcement at the time and place fixed therefor, and such sale may,
without further notice, be made at the time and place to which it was so
adjourned.


 

















 


(c)                                  Private Sale.  Upon the occurrence of an Event of Default
and during the continuation thereof, the Pledgors recognize that the
Administrative Agent may deem it impracticable to effect a public sale of all
or any part of the Pledged Collateral and that the Administrative Agent may,
therefore, determine to make one or more private sales of any such Pledged
Collateral to a restricted group of purchasers who will be obligated to agree,
among other things, to acquire such Pledged Collateral for their own account,
for investment and not with a view to the distribution or resale thereof.  Each Pledgor acknowledges that any such
private sale may be at prices and on terms less favorable to the seller than
the prices and other terms which might have been obtained at a public sale and,
notwithstanding the foregoing, agrees that such private sale shall be deemed to
have been made in a commercially reasonable manner and that the Administrative
Agent shall have no obligation to delay sale of any such Pledged Collateral for
the period of time necessary to permit the issuer of such Pledged Collateral to
register such Pledged Collateral for public sale under the Securities Act of
1933.  Each Pledgor further acknowledges
and agrees that any offer to sell such Pledged Collateral which has been (i) publicly
advertised on a bona fide basis in a newspaper or other publication of general
circulation in the financial community of New York, New York (to the extent
that such offer may be advertised without prior registration under the
Securities Act of 1933), or (ii) made privately in the manner described
above shall be deemed to involve a “public sale” under the UCC, notwithstanding
that such sale may not constitute a “public offering” under the Securities Act
of 1933, as amended, and the Administrative Agent may, in such event, bid for
the purchase of such Pledged Collateral.


 


(d)                                 Retention of
Pledged Collateral.  In addition
to the rights and remedies hereunder, upon the occurrence of an Event of
Default, the Administrative Agent may, after providing the notices required by
Sections 9-620 and 9-621 of the UCC (or any successor sections of the UCC) or
otherwise complying with the requirements of applicable law of the relevant
jurisdiction, retain all or any portion of the Pledged Collateral in
satisfaction of the Pledgor Obligations. 
Unless and until the Administrative Agent shall have provided such
notices, however, the Administrative Agent shall not be deemed to have retained
any Pledged Collateral in satisfaction of any Pledgor Obligations for any
reason.


 


(e)                                  Deficiency.  In the event that the proceeds of any sale,
collection or realization are insufficient to pay all amounts to which the
Administrative Agent or other Secured Parties are legally entitled in respect
of the Pledgor Obligations, the Pledgors shall remain jointly and severally
liable for such deficiency, together with interest, costs of collection,
attorneys’ fees and such other amounts, in each case as are provided for in the
Credit Agreement.  Any surplus remaining
after the full payment and satisfaction of the Pledgor Obligations shall be
returned to the Pledgors or to whomsoever a court of competent jurisdiction
shall determine to be entitled thereto.


 


10.                                 Rights of the
Administrative Agent.


 


(a)                                  Power of
Attorney.  In addition
to other powers of attorney contained herein, each Pledgor hereby designates
and appoints the Administrative Agent, on behalf of the Secured Parties, and
each of its designees or agents as attorney-in-fact of such Pledgor,
irrevocably and with power of substitution, with authority to take any or all
of the following actions upon the occurrence and during the continuance of an
Event of Default:


 


(i)                                     to demand,
collect, settle, compromise, adjust and give discharges and releases concerning
the Pledged Collateral of such Pledgor, all as the Administrative Agent may
reasonably determine;


 


(ii)                                  to commence and
prosecute any actions at any court for the purposes of collecting any of the
Pledged Collateral of such Pledgor and enforcing any other right in respect
thereof;


 


(iii)                               to defend,
settle, adjust or compromise any action, suit or proceeding brought and, in
connection therewith, give such discharge or release as the Administrative
Agent may deem reasonably appropriate;


 

















 


(iv)                              to pay or
discharge taxes, liens, security interests, or other encumbrances levied or
placed on or threatened against the Pledged Collateral of such Pledgor;


 


(v)                                 to direct any
parties liable for any payment under any of the Pledged Collateral to make
payment of any and all monies due and to become due thereunder directly to the
Administrative Agent or as the Administrative Agent shall direct;


 


(vi)                              to receive
payment of and receipt for any and all monies, claims, and other amounts due
and to become due at any time in respect of or arising out of any Pledged
Collateral of such Pledgor;


 


(vii)                           to sign and
endorse any drafts, assignments, proxies, stock powers, verifications, notices
and other documents relating to the Pledged Collateral of such Pledgor;


 


(viii)                        to execute and
deliver all assignments, conveyances, statements, financing statements, renewal
financing statements, pledge agreements, affidavits, notices and other
agreements, instruments and documents that the Administrative Agent may
determine necessary in order to perfect and maintain the security interests and
liens granted in this Pledge Agreement and in order to fully consummate all of
the transactions contemplated herein;


 


(ix)                                to exchange any
of the Pledged Collateral of such Pledgor or other property upon any merger,
consolidation, reorganization, recapitalization or other readjustment of the
issuer thereof and, in connection therewith, deposit any of the Pledged
Collateral of such Pledgor with any committee, depository, transfer agent,
registrar or other designated agency upon such terms as the Administrative
Agent may determine;


 


(x)                                   to vote for a
shareholder or member resolution, or to sign an instrument in writing,
sanctioning the transfer of any or all of the Pledged Equity Interests of such
Pledgor into the name of the Administrative Agent or one or more of the Lenders
or into the name of any transferee to whom the Pledged Equity Interests of such
Pledgor or any part thereof may be sold pursuant to Section 9
hereof; and


 


(xi)                                to do and
perform all such other acts and things as the Administrative Agent may
reasonably deem to be necessary, proper or convenient in connection with the
Pledged Collateral of such Pledgor.


 


This
power of attorney is a power coupled with an interest and shall be irrevocable
for so long as any of the Pledgor Obligations remain outstanding (other than
any such obligations which by the terms thereof are stated to survive
termination of the Loan Documents) or any Loan Document is in effect.  The Administrative Agent shall be under no
duty to exercise or withhold the exercise of any of the rights, powers,
privileges and options expressly or implicitly granted to the Administrative
Agent in this Pledge Agreement and shall not be liable for any failure to do so
or any delay in doing so.  The
Administrative Agent shall not be liable for any act or omission or for any
error of judgment or any mistake of fact or law in its individual capacity or
its capacity as attorney-in-fact except acts or omissions resulting from its
gross negligence, willful misconduct or breach in bad faith of its obligations
under this Pledge Agreement or any other Loan Document.  This power of attorney is conferred on the
Administrative Agent solely to protect, preserve and realize upon its security
interest in the Pledged Collateral.


 


(b)                                 Assignment by
the Administrative Agent.  The
Administrative Agent may from time to time in connection with its resignation
and replacement as Administrative Agent under Section 9.06 of the
Credit Agreement assign the Pledgor Obligations and any portion thereof and/or
the Pledged Collateral and any portion thereof, and the assignee shall be
entitled to all of the rights and remedies of the Administrative Agent under
this Pledge Agreement in relation thereto.


 


(c)                                  The
Administrative Agent’s Duty of Care.  Other than the exercise of reasonable care to
ensure the safe custody of the Pledged Collateral while being held by the
Administrative Agent hereunder, the Administrative Agent shall have no duty or
liability to preserve rights pertaining thereto, it being understood and agreed
that each of the Pledgors shall be responsible for preservation of all rights
in the 


 

















 


Pledged
Collateral of such Pledgor, and the Administrative Agent shall be relieved of
all responsibility for such Pledged Collateral upon surrendering it or
tendering the surrender of it to such Pledgor. 
The Administrative Agent shall be deemed to have exercised reasonable
care in the custody and preservation of the Pledged Collateral in its
possession if such Pledged Collateral is accorded treatment substantially equal
to that which the Administrative Agent accords its own property, which shall be
no less than the treatment employed by a reasonable and prudent agent in the
industry, it being understood that the Administrative Agent shall not have
responsibility for (i) ascertaining or taking action with respect to
calls, conversions, exchanges, maturities, tenders or other matters relating to
any Pledged Collateral, whether or not the Administrative Agent has or is
deemed to have knowledge of such matters; or (ii) taking any necessary
steps to preserve rights against any parties with respect to any Pledged
Collateral.


 


(d)                                 Voting Rights
in Respect of the Pledged Collateral.


 


(i)                                     So long as no Event of
Default shall have occurred and be continuing, to the extent permitted by law
until receipt by a Pledgor of written notice from the Administrative Agent,
such Pledgor may exercise any and all voting and other consensual rights
pertaining to the Pledged Collateral of such Pledgor or any part thereof for
any purpose not inconsistent with the terms of this Pledge Agreement or the
Credit Agreement; and


 


(ii)                                  Upon the occurrence and
during the continuance of an Event of Default and, provided that all Borrowers
have satisfied their obligation to notify the Administrative Agent of all
Events of Default, following receipt by a Pledgor of written notice from the
Administrative Agent, all rights of a Pledgor to exercise the voting and other
consensual rights which it would otherwise be entitled to exercise pursuant to
paragraph (i) of this subsection (d) shall cease and all such rights
shall thereupon become vested in the Administrative Agent which shall then have
the sole right to exercise such voting and other consensual rights which right
shall revert to and vest in the applicable Pledgor upon the waiver or cure of
all such Events of Default, and such Pledgor shall thereafter have the sole
right to exercise such voting and other consensual rights subject to the terms
of this clause (d).


 


(e)                                  Dividend and
Distribution Rights in Respect of the Pledged Collateral.


 


(i)                                     So long as no
Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof,
until receipt by a Pledgor of written notice from the Administrative Agent,
such Pledgor may receive and retain any and all dividends (other than stock
dividends and other dividends constituting Pledged Collateral which are
addressed hereinabove), distributions or interest paid in respect of the
Pledged Collateral to the extent they are allowed under the Credit Agreement.


 


(ii)                                  Upon the
occurrence and during the continuance of an Event of Default and, provided that
all Borrowers have satisfied their obligation to notify the Administrative
Agent of all Events of Default, following receipt by a Pledgor of written
notice from the Administrative Agent:


 


(A)                              all rights of such Pledgor
to receive the dividends, distributions and interest payments which it would otherwise
be authorized to receive and retain pursuant to paragraph (i) of this
subsection (e) shall cease and all such rights shall thereupon be vested
in the Administrative Agent which shall then have the sole right to receive and
hold as Pledged Collateral such dividends, distributions and interest payments,
which right shall revert to and vest in the applicable Pledgor upon the waiver
or cure of all such Events of Default, and such Pledgor shall thereafter have
the sole right to receive such dividends, distributions and interest payments,
subject to the terms of this clause (e); and


 


(B)                                all dividends, distributions
and interest payments which are received by such Pledgor contrary to the
provisions of subsection (A) of this Section shall be received in trust
for the benefit of the Administrative Agent, shall be segregated from other
property or funds of such Pledgor, and shall be forthwith paid over to the
Administrative 


 

















 


Agent
as Pledged Collateral in the exact form received, to be held by the Administrative
Agent as Pledged Collateral and as further collateral security for the Pledgor
Obligations.


 


(f)                                    Release of
Pledged Collateral.  The
Administrative Agent may release any of the Pledged Collateral from this Pledge
Agreement or may substitute any of the Pledged Collateral for other Pledged
Collateral without altering, varying or diminishing in any way the force,
effect, lien, pledge or security interest of this Pledge Agreement as to any
Pledged Collateral not expressly released or substituted, and this Pledge
Agreement shall continue as a first priority lien on all Pledged Collateral not
expressly released or substituted.  At
any time a Person ceases to be a Borrowing Base Entity under the Credit
Agreement in compliance with the terms thereof and without such cessation
resulting in a Default thereunder, the Administrative Agent shall, upon the
request and at the expense of the Pledgors, (i) return all certificates
representing the Pledged Equity Interests of such Borrowing Base Entity and all
instruments of transfer or assignment which have been delivered to the
Administrative Agent pursuant to this Pledge Agreement in connection therewith
and (ii) release all of its liens and security interests hereunder with
respect to such Pledged Collateral and shall authorize and deliver all UCC
termination statements and/or other documents reasonably requested by the
Pledgors evidencing such termination with respect thereto.


 


11.                                 Rights of
Required Lenders.  All rights
of the Administrative Agent hereunder, if not exercised by the Administrative
Agent, may be exercised by the Required Lenders (on behalf of the Secured
Parties).


 


12.                                 Application of
Proceeds.  Upon the
occurrence and during the continuance of an Event of Default, any payments in
respect of the Pledgor Obligations and any proceeds of any Pledged Collateral,
when received by the Administrative Agent or any of the Lenders in cash or its
equivalent, will be applied in reduction of the Pledgor Obligations in the
order set forth in Section 8.03 of the Credit Agreement, and each
Pledgor irrevocably waives the right to direct the application of such payments
and proceeds and acknowledges and agrees that the Administrative Agent shall
have the continuing and exclusive right to apply and reapply any and all such payments
and proceeds in accordance with Section 8.03 of the Credit
Agreement.


 


13.                                 Costs and
Expenses.  At all
times hereafter, the Pledgors agree to promptly pay upon demand any and all
reasonable costs and expenses of the Administrative Agent and each of the
Secured Parties, (a) as required under Section 10.04 of the
Credit Agreement and (b) as necessary to protect the Pledged Collateral or
to exercise any rights or remedies under this Pledge Agreement or with respect
to any Pledged Collateral.  All of the
foregoing costs and expenses shall constitute Pledgor Obligations hereunder.


 


14.                                 Continuing
Agreement.


 


(a)                                  This Pledge
Agreement shall be a continuing agreement in every respect and shall remain in
full force and effect so long as any of the Pledgor Obligations remain
outstanding (other than any such obligations which by the terms thereof are
stated to survive termination of the Loan Documents) or any Loan Document is in
effect.  Upon such payment and
termination, this Pledge Agreement shall be automatically terminated and the
Administrative Agent and the Secured Parties shall, upon the request and at the
expense of the Pledgors, (i) return all certificates representing the
Pledged Equity Interests, all other certificates and instruments constituting
Pledged Collateral and all instruments of transfer or assignment which have
been delivered to the Administrative Agent pursuant to this Pledge Agreement
and (ii) forthwith release all of its liens and security interests
hereunder and shall authorize and deliver all UCC termination statements and/or
other documents reasonably requested by the Pledgors evidencing such
termination.  Notwithstanding the
foregoing, all releases and indemnities provided hereunder shall survive
termination of this Pledge Agreement.


 


(b)                                 This Pledge
Agreement shall continue to be effective or be automatically reinstated, as the
case may be, if at any time payment, in whole or in part, of any of the Pledgor
Obligations is rescinded or must otherwise be restored or returned by the
Administrative Agent or any Lender as a preference, fraudulent conveyance or
otherwise under any bankruptcy, insolvency or similar law, all as though such
payment had not been made; provided that in the event payment of all or any
part of the Pledgor Obligations is rescinded or must be restored or returned,
all reasonable costs and expenses (including without limitation any reasonable
legal fees and disbursements) incurred by the Administrative Agent on behalf of
the Secured Parties in defending and enforcing such reinstatement shall be
deemed to be included as a part of the Pledgor Obligations in the manner
provided in Credit Agreement.


 

















 


15.                                 Joinder.  The Principal Borrower and each other party
which, from time to time, is or is required to be a Borrower under the Credit
Agreement, will cause each of its Subsidiaries which hereafter holds Equity
Interests of another Borrower to become a party to this Pledge Agreement and
execute a Joinder Agreement in the form of Exhibit 15.


 


16.                                 Amendments;
Waivers; Modifications.  This
Pledge Agreement and the provisions hereof may not be amended, waived,
modified, changed, discharged or terminated except as set forth in Section 10.01
of the Credit Agreement.


 


17.                                 Successors in
Interest.  This Pledge
Agreement shall create a continuing security interest in the Pledged Collateral
and shall be binding upon each Pledgor, its successors and assigns and shall
inure, together with the rights and remedies of the Administrative Agent (on
behalf of the Secured Parties) hereunder, to the benefit of the Secured Parties
and their successors and permitted assigns; provided, however,
that none of the Pledgors may assign its rights or delegate its duties
hereunder without the prior written consent of each Lender or the Required
Lenders, as required by the Credit Agreement. 
To the fullest extent permitted by law, each Pledgor hereby releases the
Administrative Agent and each the Secured Parties, and their respective
successors and assigns, from any liability for any act or omission relating to this
Pledge Agreement or the Pledged Collateral, except for any liability arising
from the gross negligence, willful misconduct or breach in bad faith of its
obligations under this Pledge Agreement or any other Loan Document of the
Administrative Agent, or such Lender, or its officers, employees or agents.


 


18.                                 Notices.  All notices required or permitted to be given
under this Pledge Agreement shall be in conformance with Section 10.02
of the Credit Agreement.


 


19.                                 Counterparts.  This Pledge Agreement may be executed in any
number of counterparts, each of which where so executed and delivered shall be
an original, but all of which shall constitute one and the same
instrument.  It shall not be necessary in
making proof of this Pledge Agreement to produce or account for more than one
such counterpart.


 


20.                                 Headings.  The headings of the sections and subsections
hereof are provided for convenience only and shall not in any way affect the
meaning, construction or interpretation of any provision of this Pledge Agreement.


 


21.                                 Governing Law;
Submission to Jurisdiction; Venue.


 


(a)                                  THIS PLEDGE
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK. Any legal action or proceeding with respect to this Pledge
Agreement may be brought in any New York State or Federal courts sitting in the
City of New York and, by execution and delivery of this Pledge Agreement, each
Pledgor hereby irrevocably accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of such courts.  Each Pledgor further irrevocably consents to
the service of process in the manner provided for notices pursuant to Section 10.14
of the Credit Agreement and in any other manner permitted by applicable
law.  Nothing herein shall affect the
right of the Administrative Agent to serve process in any other manner
permitted by law or to commence legal proceedings or to otherwise proceed
against any Pledgor in any other jurisdiction.


 


(b)                                 To the fullest
extent permitted by applicable law, each Pledgor hereby irrevocably waives any
objection which it may now or hereafter have to the laying of venue of any of
the aforesaid actions or proceedings arising out of or in connection with this
Pledge Agreement brought in the courts referred to in subsection (a) hereof
and hereby further irrevocably waives and agrees not to plead or claim in any
such court that any such action or proceeding brought in any such court has
been brought in an inconvenient forum.


 


22.                                 Waiver of Jury
Trial.  TO THE EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF THE PARTIES TO THIS PLEDGE AGREEMENT HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


 














 


23.                                 Severability.  If any provision of this Pledge Agreement is
determined to be illegal, invalid or unenforceable, such provision shall be
fully severable and the remaining provisions shall remain in full force and
effect and shall be construed without giving effect to the illegal, invalid or
unenforceable provisions.


 


24.                                 Entirety.  This Pledge Agreement and the other Loan
Documents represent the entire agreement of the parties hereto and thereto, and
supersede all prior agreements and understandings, oral or written, if any,
including any commitment letters or correspondence relating to this Pledge
Agreement and the other Loan Documents or the transactions contemplated herein
and therein.


 


25.                                 Survival.  All representations and warranties of the
Pledgors hereunder shall survive the execution and delivery of this Pledge
Agreement, the other Loan Documents, the delivery of
the Notes and the making of the Loans.


 


26.                                 Other Security.  To the extent that any of the Pledgor
Obligations are now or hereafter secured by property other than the Pledged
Collateral (including, without limitation, real and other personal property
owned by a Pledgor), or by a guarantee, endorsement or property of any other
Person, then the Administrative Agent (on behalf of the Secured Parties) shall
have the right to proceed against such other property, guarantee or endorsement
upon the occurrence of any Event of Default, and the Administrative Agent (on
behalf of the Secured Parties) has the right, in its sole discretion, to
determine which rights, security, liens, security interests or remedies the
Administrative Agent (on behalf of the Secured Parties) shall at any time
pursue, relinquish, subordinate, modify or take with respect thereto, without
in any way modifying or affecting any of them or any of the Administrative
Agent’s rights (on behalf of the Secured Parties) or the Pledgor Obligations
under this Pledge Agreement or under any other of the Loan Documents.


 


27.                                 Joint and
Several Obligations of Pledgors.


 


(a)                                  Each of the Pledgors is
accepting joint and several liability hereunder in consideration of the
financial accommodation to be provided by the Lenders under the Credit
Agreement, for the mutual benefit, directly and indirectly, of each of the
Pledgors and in consideration of the undertakings of each of the Pledgors to
accept joint and several liability for the obligations of each of them.


 


(b)                                 Notwithstanding any
provision to the contrary contained herein or in any other of the Loan
Documents, the obligations of each Pledgor hereunder shall be limited to an
aggregate amount equal to the largest amount that would render such obligations
subject to avoidance under Section 548 of the Bankruptcy Code or
any comparable provisions of any applicable state law.


 


28.                                 LIABILITY OF
TRUSTEES.  THE AMENDED
AND RESTATED DECLARATION OF TRUST OF THE PRINCIPAL BORROWER DATED APRIL 15,
2009, A COPY OF WHICH IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND
TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAME “GOVERNMENT
PROPERTIES INCOME TRUST” REFERS TO THE TRUSTEES UNDER SUCH DECLARATION OF TRUST
COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO
TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF THE PRINCIPAL BORROWER
SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY
OBLIGATION OF, OR CLAIM AGAINST, THE PRINCIPAL BORROWER.  ALL PERSONS DEALING WITH THE PRINCIPAL
BORROWER IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF THE PRINCIPAL BORROWER FOR
THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.


 


[remainder of page intentionally left
blank]


 

















 


Each
of the parties hereto has caused a counterpart of this Pledge Agreement to be
duly executed and delivered as of the date first above written.


 


 


PLEDGORS:


 


	
   

  	
  GOVERNMENT
  PROPERTIES INCOME TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  David
  M. Blackman

  
	
   

  	
   

  	
  Treasurer
  and Chief Financial Officer

  



 


 


Accepted
and agreed as of the date first above written.


 


BANK OF AMERICA, N.A.,


as Administrative Agent


 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Michael E. Edwards

  	
   

  
	
  Title:

  	
  Senior
  Vice President

  	
   

  



 

















 


Schedule 2(a)


 


to


 


Pledge Agreement


 


dated as of April     ,
2009 in favor of


 


Bank of America, N.A., as Administrative Agent


 


PLEDGED EQUITY INTERESTS


 


“GP”
refers to a general partnership interest.


“LP”
refers to a limited partnership interest.


“Member”
refers to a membership interest.


“Shareholder”
refers to a shareholder or corporate stock interest.


 


Pledgor:


 


	
  Pledgor

  	
   

  	
  Name of

  Subsidiary Pledged

  	
   

  	
  Number of

  Shares/Units

  	
   

  	
  Certificate

  Number

  	
   

  	
  Percentage

  Ownership and Type

  	
   

  	
  Percentage

  Pledged

  	
   

  
	
  Government Properties Income Trust

  	
   

  	
  Government Properties
  Income Trust LLC

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  100%
  Member

  	
   

  	
  100%

  	
   

  



 

















 


Exhibit 4(a)


 


to


 


Pledge Agreement


 


dated as of April     ,
2009 in favor of


 


Bank of America, N.A., as Administrative Agent


 


Irrevocable Stock Power


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to


 


the following
shares of Equity Interests of
                                          ,
a
                        
corporation:


 




	
  No. of Shares

  	
   

  	
  Certificate No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


and irrevocably
appoints
                                                                    
its agent and attorney-in-fact to transfer all or any part of such Equity
Interests and to take all necessary and appropriate action to effect any such
transfer.  The agent and attorney-in-fact
may substitute and appoint one or more persons to act for him.


 


	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Date:

  	
   

  



 

















 


Exhibit 15


 


to


 


Pledge Agreement


 


dated as of April     ,
2009 in favor of


 


Bank of America, N.A., as Administrative Agent


 


FORM PLEDGOR JOINDER
AGREEMENT


 


THIS
PLEDGOR JOINDER AGREEMENT (this “Joinder Agreement”), dated as of
                    ,
200     is by and between
                    ,
a
                    
(the “New Pledgor”), and Bank of America, N.A., in its capacity as
Administrative Agent under that certain Credit Agreement, dated as of April       ,
2009 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Credit Agreement”), among Government
Properties Income Trust, a Maryland real estate investment trust (the “Principal Borrower”), each of its
Subsidiaries which, from time to time, qualifies as a Borrowing Base Entity
thereunder (collectively, with the Principal Borrower, the “Borrowers”
and each a “Borrower”), the Lenders from time to time party thereto, and Bank
of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender and under the
Pledge Agreement referenced therein. 
Capitalized terms used but not otherwise defined herein have the
meanings provided in the Credit Agreement.


 


The
Borrowers are required by Section 6.18(a) of the Credit
Agreement to cause 100.0% of the Equity Interests of each Borrowing Base Entity
to be pledged to the Administrative Agent pursuant to the terms of the Pledge
Agreement.  The New Pledgor owns Equity
Interests in an entity which the Borrowers wish to have qualified as a
Borrowing Base Entity.  Accordingly, the
New Pledgor hereby agrees as follows with the Administrative Agent, for the
benefit of the Lenders:


 


1.                                       The New Pledgor
hereby acknowledges, agrees and confirms that, by its execution of this Joinder
Agreement, the New Pledgor will be deemed to be a party to the Pledge Agreement
and a “Pledgor” for all purposes of the Pledge Agreement, and shall have all of
the obligations of a Pledgor thereunder as if it had executed the Pledge
Agreement.  The New Pledgor hereby
ratifies, as of the date hereof, and agrees to be bound by, all of the terms,
provisions and conditions applicable to the Pledgors contained in the Pledge
Agreement.


 


2.                                       Without
limiting generality of the foregoing terms hereof, the New Pledgor hereby
grants, pledges and assigns to the Administrative Agent a continuing security
interest in, and a right of set off against, any and all right, title and interest
of the New Pledgor in and to the Equity Interests identified on Schedule 1
hereto and all other Pledged Collateral (as defined in the Pledge Agreement) of
the New Pledgor to secure the prompt payment and performance in full when due,
whether by lapse of time, acceleration, mandatory prepayment or otherwise, of
the Pledgor Obligations (as defined in the Pledge Agreement).


 


3.                                       The New Pledgor
hereby represents and warrants to the Administrative Agent that, as of the date
hereof:


 


(a)                                  The New Pledgor’s exact
legal name and jurisdiction of incorporation or formation are as set forth on
the signature pages hereto, and other than as set forth on Schedule 2
hereto, the New Pledgor has not changed its legal name, jurisdiction of
incorporation or formation, been party to a merger, consolidation or other
change in structure or used any tradename in the five years preceding the date
hereof.


 


(b)                                 The New Pledgor’s chief
executive office and principal place of business is located at the location set
forth on Schedule 2 hereto, and other than as set forth on Schedule 3,
the New Pledgor has not changed its chief executive office or principal place
of business in the five months preceding the date hereof.


 

















 


4.                                       The address of
the New Pledgor for purposes of all notices and other communications is as
follows:
                                                                                                              
or such other address as the New Pledgor may from time to time notify the
Administrative Agent in writing.


 


5.                                       This Joinder
Agreement may be executed in multiple counterparts, each of which shall
constitute an original but all of which when taken together shall constitute
one contract.


 


6.                                       THIS JOINDER
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.


 


IN
WITNESS WHEREOF, the New Pledgor has caused this Joinder Agreement to be duly
executed by its authorized officer, and the Administrative Agent, for the
benefit of the Secured Parties, has caused the same to be accepted by its
authorized officer, as of the day and year first above written.


 


	
   

  	
   

  	
  [NEW PLEDGOR],

  
	
   

  	
   

  	
  a

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Acknowledged and accepted:

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title: