Exhibit 10.5


 


PLEDGE AGREEMENT


 


THIS
PLEDGE AGREEMENT, dated as of April 24, 2009 (this “Pledge
Agreement”) is made 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 (the “Principal
Borrower”), each of its Subsidiaries which, from time to time, qualifies as
a Borrowing Base Subsidiary 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:


 


(i)            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


 


(ii)           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.  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 Contractual Obligation binding on or affecting a Pledgor
or any of its property.


 


(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:


 


(A)          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;


 


(B)           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;


 


(C)           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;


 


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


 


(E)           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;


 


(F)           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;


 


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


 


(H)          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;


 


(I)            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;


 


(J)            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


 


(K)          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.


 


(A)          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


 


(B)           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.


 


(A)          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.


 
















 


(B)           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:


 


(ii)           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


 


(iii)          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 Subsidiary under the Credit
Agreement, 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 Subsidiary 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 will cause each of its
Subsidiaries which hereafter holds Equity interests of a Subsidiary which owns
a Borrowing Base Property to become a party to this Pledge Agreement and
execute a Joinder Agreement in the form of Exhibit A.


 

















 


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 the courts of the State of North Carolina sitting in Mecklenburg
County or of the United States for either the Western District of North
Carolina 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 11.02
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)           Each of the Pledgors jointly
and severally hereby irrevocably and unconditionally accepts, not merely as a
surety but also as a co-debtor, joint and several liability with the other
Pledgors with respect to the payment and performance of all of the Pledgor
Obligations arising under this Pledge Agreement and the other Loan Documents,
it being the intention of the parties hereto that all the Pledgor Obligations
shall be the joint and several obligations of each of the Pledgors without
preferences or distinction among them.


 


(c)           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
DECLARATION OF TRUST OF THE PRINCIPAL BORROWER DATED FEBRUARY 17, 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.


 


	
  PLEDGOR:

  	
  GOVERNMENT PROPERTIES INCOME TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David M. Blackman

  
	
   

  	
   

  	
  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:

  	
  /s/ Michael E. Edwards

  	
   

  
	
  Name: 

  	
  Michael E. Edwards

  	
   

  
	
  Title:

  	
  Senior Vice President

  	
   

  



 

















 


Schedule 2(a)


 


to


 


Pledge Agreement


 


dated as of April 24,
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

  	
   

  	
  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
                    ,
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 24, 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 24,
2009, 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: