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.
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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/