Office Properties Income Trust (OPI) 8-K Government Properties Income Trust Announces Purchase of 15 Properties for $231 Million

Exhibit 10.1

711 S. 14^th Avenue, Safford, AZ

PURCHASE AND SALE AGREEMENT

by and between

HUB REALTY FUNDING, INC.,

as Seller,

and

GOVERNMENT PROPERTIES INCOME TRUST,

as Purchaser

June 14, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	3
1.15	Rent Roll	3
1.16	Seller	3
1.17	Title Company	3
1.18	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	4
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	5
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	6
4.1	Closing Documents	6
4.2	Title Policy	7
4.3	Environmental Reliance Letters	7
4.4	Condition of Property	7
4.5	Other Conditions	7
SECTION 5.	CONDITIONS TO SELLER’ OBLIGATION TO CLOSE	8
5.1	Purchase Price	8
5.2	Closing Documents	8
5.3	Other Conditions	8
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	8
6.1	Status and Authority of the Seller, Etc.	8
6.2	Action of the Seller, Etc.	8
6.3	No Violations of Agreements	8
6.4	Litigation	9

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6.5	Existing Leases, Etc.	9
6.6	Agreements, Etc.	10
6.7	Not a Foreign Person	10
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	11
7.1	Status and Authority of the Purchaser	12
7.2	Action of the Purchaser	12
7.3	No Violations of Agreements	12
7.4	Litigation	12
SECTION 8.	COVENANTS OF THE SELLER	13
8.1	Approval of Agreements	13
8.2	Operation of Property	13
8.3	Compliance with Laws, Etc.	13
8.4	Compliance with Agreements	13
8.5	Notice of Material Changes or Untrue Representations	13
8.6	Insurance	13
8.7	Cooperation	13
8.8	Approval of 2011 Capital Expenditure Budget	13
SECTION 9.	APPORTIONMENTS	14
9.1	Real Property Apportionments	14
9.2	Closing Costs	16
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	17
10.1	Casualty	17
10.2	Condemnation	17
10.3	Survival	18
SECTION 11.	DEFAULT	18
11.1	Default by the Seller	18
11.2	Default by the Purchaser	18
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	19
12.3	Publicity	19
12.4	Notices	19
12.5	Waivers, Etc.	21
12.6	Assignment; Successors and Assigns	21
12.7	Severability	21
12.8	Counterparts, Etc.	22
12.9	Performance on Business Days	22
12.10	Attorneys’ Fees	22
12.11	Section and Other Headings	22
12.12	Time of Essence	22
12.13	Governing Law	23
12.14	Arbitration	23
12.15	Like Kind Exchange	24
12.16	Recording	24

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12.17	Non-liability of Trustees of Purchaser	24
12.18	Waiver	25
12.19	Further Assurances	25
12.20	Financials	25
12.21	State Specific Provisions	25

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of June 14, 2010, by and between HUB REALTY FUNDING, INC., a Delaware corporation (the “Seller”), and GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.         DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1                   “Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2                   “Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3                   “Closing”  shall have the meaning given such term in Section 2.2.

1.4                   “Closing Date”  shall have the meaning given such term in Section 2.2.

1.5                   “Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6                   “Existing Title Policy”  shall mean the existing title insurance policy for the Property.

1.7                   “Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8                   “Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9                   “Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10                 “Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11                 “Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12                 “Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13                 “Purchase Price”  shall mean Twelve Million Five Hundred Fifty-Eight Thousand Seven Hundred Seventy-Seven Dollars ($12,558,777).

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1.14“Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.15“Rent Roll”  shall mean Schedule B to this Agreement.

1.16“Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17“Title Company”  shall mean  Stewart Title Guaranty Company.

1.18“Update”shall have the meaning given such term in Section 3.1.

SECTION 2.PURCHASE AND SALE; CLOSING.

2.1Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on June 16, 2010, as the same may be accelerated or extended pursuant to this Section 2.2 (the “Closing Date”).

Notwithstanding the foregoing, either party may accelerate the Closing Date, by giving not less than ten (10) Business Days prior written notice (an “Acceleration Notice”) to the other, in which event the Closing Date shall be the date set forth in such Acceleration Notice, unless the party receiving the Acceleration Notice gives written notice (a “Rejection Notice”) to the other within five (5) Business Days after its receipt of the Acceleration Notice, which Rejection Notice either objects to the accelerated date set forth in the Acceleration Notice or proposes an alternative accelerated date acceptable to the other party.  In the event that any party shall give a Rejection Notice, the Closing Date shall either be not accelerated and shall occur as set forth in the first paragraph of this Section 

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2.2 or accelerated to such proposed alternative accelerated Closing Date; provided, however, that the Seller shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect any financing of the acquisition.

In addition, the Purchaser may extend the Closing Date for up to one hundred eighty (180) days (but no later than March 31, 2011), by giving not less than ten (10) Business Days prior written notice (an “Extension Notice”) to the Seller, in which event the Closing Date shall be the date set forth in such Extension Notice unless the Seller gives written notice (an “Extension Rejection Notice”) to the Purchaser within five (5) Business Days after its receipt of the Extension Notice which Extension Rejection Notice either objects to the extended date set forth in the Extension Notice or proposes an alternative extended date acceptable to the Purchaser, in which event, the Closing Date shall either be not extended and shall occur as set forth in the first paragraph of this Section 2.2 or extended to such proposed alternative extended Closing Date; provided, however, that the Seller shall have the right to give an Extension Rejection Notice only if the extension of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give an Extension Notice only if the extension of the Closing Date will adversely affect any financing of the acquisition.

2.3Purchase Price.

(a)At Closing, the Purchaser shall pay the Purchase Price, subject to adjustment as provided in Article 9, to the Seller.

(b)The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

SECTION 3.TITLE, DILIGENCE MATERIALS, ETC.

3.1Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

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Within five (5) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the  Seller given on or prior to the fifth (5^th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2No Other Diligence.The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title

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examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and including, without limitation, (i) the Seller’s agreement to request the tenants thereunder to provide novation or other agreements as may be required under the Leases in connection with the assignment thereof to the Purchaser, and (ii) the Seller’s agreement to, within one (1) Business Day of receipt thereof, transfer to the Purchaser all rent and other payments made by the tenants under the Leases with respect to the period from and after the Closing Date, and to hold all such rent and other payments in trust for the benefit of the Purchaser pending transfer;

(c)An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(d)A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it

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being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(e)To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

(f)To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(g)A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(h)Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

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SECTION 5.CONDITIONS TO SELLER’ OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1Purchase Price.  The Purchaser shall deliver to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

5.2Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1Status and Authority of the Seller, Etc.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2Action of the Seller, Etc.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in

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any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5Existing Leases, Etc.Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of

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reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged

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breach, the Purchaser gives the Seller written notice prior to the expiration of said three hundred sixty (360) day period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and, subject to the representations and warranties made in this Agreement, shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

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7.1Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said three hundred sixty (360) period of such alleged breach with reasonable detail as to the nature of such breach.

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SECTION 8.COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

8.2Operation of Property.  To continue to operate the Property consistent with past practices.

8.3Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7Cooperation.  The Purchaser and the Seller shall reasonably cooperate in complying with the requirements under the Leases in connection with the transfer and assignment of the Property and the Leases to the Purchaser.  The provisions of this Section 8.7 shall survive the Closing hereunder.

8.8Approval of 2011 Capital Expenditure Budget.  In the event that the Closing Date shall be extended to a date on or after January 1, 2011 pursuant to the provisions of Section 2.2, the Seller shall prepare for the Purchaser’s review and approval

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a 2011 capital expenditure budget, which budget shall include, without limitation, budgeted items for “building improvements” and “development and redevelopment”.

SECTION 9.APPORTIONMENTS.

9.1Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)	annual rents, operating costs, taxes and other fixed charges payable under the Leases;
(ii)	percentage rents and other unfixed charges payable under the Leases;
(iii)	fuel, electric, water and other utility costs;
(iv)	municipal assessments and governmental license and permit fees;
(v)	Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;
(vi)	water rates and charges;
(vii)	sewer and vault taxes and rents; and
(viii)	all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing

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Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all such brokerage commissions, tenant improvement expenses and other amounts paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as

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landlord under Leases entered into by the Seller prior to the date hereof.

(h)Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget prepared as of March 31, 2010 (the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all amounts paid by the Seller prior to the Closing on account of capital expenditures under the CapEx Budget payable after the date hereof.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget prior to the date hereof.  A copy of the CapEx Budget has been previously provided to the Purchaser.

(i)If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2Closing Costs.

(a)The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in connection with the title

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examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)Each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1Casualty.  If, prior to the Closing, the Property is materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this

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Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.DEFAULT.

11.1Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement or (y) pursue a suit for specific performance.

11.2                                          ��        Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

SECTION 12.MISCELLANEOUS.

12.1Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for

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any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3Publicity.  The parties agree that, except as otherwise required by law and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by

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mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)All such notices shall be addressed,

if to the Seller, to:

c/o HRPT Properties Trust
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
[Telecopier No. (617) 928-1305]

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34^th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
[Telecopier No. (213) 621-5035]

if to the Purchaser, to:

Government Properties Income Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David M. Blackman
[Telecopier No. (617) 796-8267]

with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
[Telecopier No. (617) 338-2880]

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(d)By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

12.7Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any

21

constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8Counterparts, Etc.This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

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12.13Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one

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counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Government Properties Income Trust, dated June 8, 2009, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Government Properties Income Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Government Properties Income Trust.  All persons dealing with Government Properties Income Trust in any way shall look only to the assets of Government Properties Income Trust for the payment of any sum or the performance of any obligation.

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12.18Waiver.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.

12.19Further Assurances.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

12.20Financials.  The Seller shall provide the Purchaser with access to the books and records of the Seller for the purpose of preparing audited financial statements for the Property with respect to the 2007, 2008, 2009 calendar years and stub 2010 period, such financial statements to be prepared at the Purchaser’s sole cost and expense.  The provisions of this Section 12.20 shall survive the Closing.

12.21State Specific Provisions.  The provisions set forth in Schedule D hereto are hereby incorporated herein by reference as if fully set forth herein.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HUB REALTY FUNDING, INC.,
a Delaware corporation
By:	/s/ John A. Mannix
Name:	John A. Mannix
Its:	President & Chief Investment Officer
PURCHASER:
GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust
By:	/s/ David M. Blackman
Name:	David M. Blackman
Its:	Treasurer & CFO

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SCHEDULE A

Land

[See attached legal description.]

711 14th Avenue

Safford, AZ

Legal Description

A parcel of land located in the Southeast Quarter of Section 7, Township 7 South, Range 26 East, Gila and Salt River Meridian, Graham County, Arizona, more particularly described as follows:

BEGINNING at a point which lies North 45 degrees 19 minutes 57 seconds East a distance of 71.00 feet from the South Quarter Corner of said Section 7;

Thence North 43 degrees 57 minutes 09 seconds West a distance of 15.07 feet;

Thence North 00 degrees 01 minutes 46 seconds West a distance of 543.19 feet;

Thence South 89 degrees 53 minutes 55 seconds East a distance of 365.01 feet;

Thence South 00 degrees 02 minutes 00 seconds East a distance of 553.83 feet;

Thence North 89 degrees 55 minutes 50 seconds West a distance of 354.60 feet to the POINT OF BEGINNING.

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SCHEDULE B

Rent Roll

[See attached copy.]

INDEX
Lease

1.Lease Agreement (L08PL00479), dated September 25, 2008, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

ii

INDEX

Lease

1.Lease Agreement No. N-651-L-91-87, dated November 30, 1990, by and between Paige Associates, LTD. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).  Re:  Lease No. 1422N651-L-91-87

2.Supplemental Lease Agreement No. 1, dated April 25, 1991, by and between Paige Associates (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

3.Supplemental Lease Agreement No. 2, dated May 7, 1991, by and between Paige Associates (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

4.Supplemental Lease Agreement No. 3, dated July 25, 1991, by and between Paige Associates Ltd. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

5.Supplemental Lease Agreement No.4, dated June 5, 1992, by and between Paige Associates, Ltd. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

6.Supplemental Lease Agreement No. 5, - MISSING

7.Supplemental Lease Agreement No. 6, dated September 15, 1992, by and between Stafford Associates, Ltd. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

8.Supplemental Lease Agreement No. 7, dated October 5, 1992, by and between Stafford Associates, Ltd. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

9.Supplemental Lease Agreement No. 8, - MISSING

10.Supplemental Lease Agreement No. 9, dated January 20, 1993, by and between Stafford Associates, Ltd. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

11.Supplemental Lease Agreement No. 10, dated February 22, 1993, by and between Stafford Associates, Ltd. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

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12.Supplemental Lease Agreement No. 11, dated April 29, 1993, by and between Stafford Associates, Ltd. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

13.Supplemental Lease Agreement No. 12, dated September 21, 1993, by and between Stafford Associates, Ltd. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

14.Supplemental Lease Agreement No. 13,dated December 17, 1993, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

15.Supplemental Lease Agreement No. 14, dated August 16, 1994, by and between GovProp Funding, L.P. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).  Re:  Change of ownership.

16.Supplemental Lease Agreement No. 15, dated September 21, 1994, by and between GovProp Funding, L.P. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

17.Supplemental Lease Agreement No. 16, dated December 21, 1994, by and between GovProp Funding, L.P. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

18.Supplemental Lease Agreement No. 17, dated August 17, 1995, by and between GovProp Funding, L.P. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

19.Supplemental Lease Agreement No. 18, dated September 1, 1995, by and between GovProp Funding, L.P. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

20.Supplemental Lease Agreement No. 19, dated September 18, 1995, by and between GovProp Funding, L.P. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

21.Supplemental Lease Agreement No. 20, dated December 6, 1995, by and between GovProp Funding, L.P. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

22.Supplemental Lease Agreement No. 21, dated May14, 1996, by and between Rosecliff Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

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23.Supplemental Lease Agreement No. 22, dated October 10, 1996, by and between GovProp Funding, L.P. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

24.Supplemental Lease Agreement No. 23, dated February 20, 1997, by and between Rosecliff Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

25.Supplemental Lease Agreement No. 24, - MISSING

26.Supplemental Lease Agreement No. 25, dated August 20, 1997, by and between Hub Realty Funding (“Owner/Lessor”) and the United States of America (“Government/Lessee”).  Re:  Change of ownership.

27.Supplemental Lease Agreement No. 00 (Lease No. NC-L-99-0056),dated September 30, 1998, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).   Note:  Lease No. 1422N651-L-91-87 is changed to Lease No. NC-L-99-0056.

28.Supplemental Lease Agreement No. 1,dated November 6, 1998, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

29.Supplemental Lease Agreement No. 2,dated June 28, 1999, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

30.Supplemental Lease Agreement No. 3,dated August 20, 1999, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

31.Supplemental Lease Agreement No. 4,dated August 20, 1999, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

32.Supplemental Lease Agreement No. 5,dated October 24, 1999, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

33.Supplemental Lease Agreement No. 6,dated February 9, 2000, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

v

34.Supplemental Lease Agreement No. 7,dated May 5, 2000, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

35.Supplemental Lease Agreement No. 8,dated October 19, 2000, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

36.Supplemental Lease Agreement No. 9,dated December 12, 2000, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

37.Supplemental Lease Agreement No. 10,dated May 4, 2001, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

38.Supplemental Lease Agreement No. 11, - MISSING

39.Supplemental Lease Agreement No. 12,dated March 26, 2002, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

40.Supplemental Lease Agreement No. 14,dated October 8, 2002, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

41.Supplemental Lease Agreement No. 15-19, - MISSING

42.Supplemental Lease Agreement No. 20,dated November 2, 2004, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

43.Supplemental Lease Agreement No. 21-25, - MISSING

44.Supplemental Lease Agreement No. 26,dated November 15, 2006, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

45.Supplemental Lease Agreement No. 27,dated December 1, 2006, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

46.Supplemental Lease Agreement No. 28-29, - MISSING

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47.Supplemental Lease Agreement No. 30,dated July 18, 2008, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

48.Supplemental Lease Agreement No. 31,dated July 18, 2008, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

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SCHEDULE C

Form of Deed

[See attached copy.]

When recorded, return to:   Willkie Farr & Gallagher 153 East 53rd Street New York, N.Y. 10022 Attention: Eugene A. Pinover, Esq. [ILLEGIBLE]

94151

102-18.64

SPECIAL WARRANTY DEED

For the consideration of Ten Dollars ($10.00) and other valuable considerations, SAFFORD ASSOCIATES, LTD., a Pennsylvania limited partnership, having an address at 1205 Airedale Drive, Bethel Park, Pennsylvania 15102 (“Grantor”), hereby conveys to GOVPROP FUNDING, L.P., a Delaware limited partnership, having an address c/o Rosecliff Realty, Inc., 712 Fifth Avenue, New York, New York 10019 (“Grantee”), the following real property (the “Property”) located at [ILLEGIBLE] 711 14th Ave, in the City of Safford, Graham County, State of Arizona, together with all rights and privileges appurtenant thereto:

SEE EXHIBIT A.

SUBJECT to the matters set forth on EXHIBIT B.

This grant shall include, without warranty, all mineral rights and water rights, and all other appurtenant rights and privileges, including, but not limited to, rights in adjacent strips of land, easements and rights of way.

Grantor warrants title to the Property as against the acts of the Grantor and none other, subject to the matters set forth above.

IN WITNESS WHEREOF, Grantor has executed this Special Warranty Deed on this 16th day of June, 1994.

	SAFFORD ASSOCIATES, LTD.,
	a Pennsylvania limited partnership
Witness:	By:	/s/ Thomas A. Kirsch,
		Thomas A. Kirsch,
[ILLEGIBLE]		General Partner
		[ILLEGIBLE]

ii

THE STATE OF NEW YORK	)
	)	. :ss
COUNTY OF NEW YORK	)

The foregoing instrument was acknowledged before me this 15th day of June, 1994 by Thomas A. Kirsch, the General Partner of Safford Associates, Ltd., a Pennsylvania limited partnership,

ACKNOWLEDGED BEFORE ME this 15th day of June, 1994.

[ILLEGIBLE]

Notary Public in and for the State of

Yasuko Noguchi

Printed Name of Notary

My commission Expires:

[ILLEGIBLE]

[ILLEGIBLE]

iii

EXHIBIT A

LEGAL DESCRIPTION FILE NO: 94151

A parcel of land located in the Southeast Quarter of Section 7, Township 7 South, Range 26 East of the Gila and Salt River Base and Meridian, Graham County, Arizona, more particularly described as follows:

Beginning at a point which lies North 45 deg. 19’ 57” East a distance of 71.0 feet from the South 1/4 corner of said Section 7; THENCE North 43 deg. 57’ 09” West a distance of 15.07 feet;

THENCE North 00 deg. 01’ 46” West a distance of 543.19 feet;

THENCE South 89 deg. 53’ 55” East a distance of 365.01 feet;

THENCE South 00 deg. 02’ 00” East a distance of 553.83 feet;

THENCE North 89 deg. 55’ 50” West a distance of 354.60 feet to the POINT OF BEGINNING.

[ILLEGIBLE]

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EXHIBIT B

Permitted Exceptions

SCHEDULE B                                        FILE NO:  94151

THIS POLICY DOES NOT INSURE AGAINST LOSS OR DAMAGE BY REASON OF THE FOLLOWING:

1994 real property taxes, a lien, not yet due or payable.

Graham County Parcel #102-18-064

1.Reservation contained in the patent from the United States of America recorded in Book 4, page 95, Clause No. 1-A, reading as follows:

Subject to any vested and accrued water rights for mining, agricultural, manufacturing or other purposes, and rights to ditches and reservoirs used in connection with such water rights as may be recognized and acknowledged by the local customs, laws and decisions of courts, and also subject to the right of the proprietor of a vein or lode to extract and remove his ore therefrom, should the same be found to penetrate or intersect the premises hereby granted, as provided by law.

2.Easement dated December 24, 1974, recorded May 22, 1975, in Docket 235, page 348 and as shown on survey prepared by R. Grant Howard, RLS of Munoz Engineering dated 1/9/93 (the “Survey”).

Grantor: ARMAND H. BIRDNO

Grantee: MOUNTAIN STATES TELEPHONE AND TELEGRAPH COMPANY

3.Terms, conditions and provisions contained in that certain unrecorded Lease dated November 30, 1990, by and between PAIGH ASSOCIATES, LTD., now SAFFORD ASSOCIATES, LTD., a Pennsylvania Limited Partnership and United States of America (Government), and all amendments and modifications of said Lease.

4.Encroachments along west and south sides of the property to be insured herein, as disclosed by Survey provided, Job Number 94-05, dated May 4, 1994 prepared by R. Grant Howard, RLS of MUNOZ ENGINEERING, INC.

5.Water rights, claims or titles to water, whether or not the matters excepted are shown by the public records.

[ILLEGIBLE]

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SCHEDULE D

State Specific Provisions

ARIZONA

1.             No Thirteen Days Notice.  Notwithstanding anything to the contrary contained herein, the Seller and the Purchaser hereby specifically reject any clause, code or statute purportedly granting a time (whether 13 days or otherwise) during which a defaulting party might cure its default, and the Seller and the Purchaser hereby affirmatively state and agree that, upon the default of any party to this Agreement, the parties shall abide by the waiver set forth in this section, and the non-defaulting party may immediately invoke any of its remedies in accordance with the terms of this Agreement.