Authority to Execute. Each party executing this Letter of Intent represents and warrants that such party has the legal authority to execute this Letter of Intent and that the execution is in compliance with all corporate requirements, and not in violation of any contract, agreement, understanding, rule, order or decree by which it or its businesses or assets are bound.

Corporate Authority to Execute. Employer represents that all corporate action, and any other authorizations prerequisite to the execution and operation of this Agreement and the undertakings described herein, have been taken and/or obtained by it. This Agreement is a valid and binding agreement of Employer and is enforceable against it in accordance with its terms. Neither the execution and/or delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate or conflict with the Articles of Incorporation (or any other charter documents) or the bylaws (or like documents) of Employer, or any provision of any agreement or other restriction of any kind to which Employer is a party or by which it is bound.

Loan Documents. Any Loan Documents contemplated to be executed by the Borrowers and the Guarantors and delivered to the Agent or Lenders on the Closing Date shall be executed and delivered by such Person, including a consent and reaffirmation from Guarantors, and secretary’s and member’s certificates, as applicable.

Loan Documents. The validity or enforceability of any Loan Document shall at any time for any reason (other than solely as the result of an action or failure to act on the part of Agent) be declared to be null and void, or a proceeding shall be commenced by Parent or any of its Restricted Subsidiaries, or by any Governmental Authority having jurisdiction over Parent or any of its Restricted Subsidiaries, seeking to establish the invalidity or unenforceability thereof, or Parent or any of its Restricted Subsidiaries shall deny that Parent or any such Restricted Subsidiaries have any liability or obligation purported to be created under any Loan Document;

Loan Documents. This Note is issued pursuant to that certain Loan Agreement dated of even date herewith by and between the Borrower and Lender (as the same may be amended, restated or supplemented from time to time, the “Loan Agreement”). The performance of the Borrower's obligations hereunder is secured by, among other things: # a Deed of Trust, Security Agreement and Fixture Filing of even date herewith (as the same may be amended, restated or supplemented from time to time, the “Deed of Trust”) from the Borrower for the benefit of the Lender, granting a lien on certain property owned by the Borrower and located in the District of Columbia, and more particularly described in the Deed of Trust (the “Property”), # an Assignment of Leases and Rents of even date herewith made by Borrower for the benefit of Lender (as the same may be amended, restated or supplemented from time to time, the “Leases Assignment”), # a Carve-Out Guaranty Agreement of even date herewith made by [[Organization A:Organization]], a Virginia limited liability company (the “Guarantor“) for the benefit of the Lender (as the same may be amended, restated or supplemented from time to time, the “Guaranty”), # an Environmental Indemnity Agreement of even date herewith made by Borrower and Guarantor for the benefit of Lender (as the same may be amended, restated or supplemented from time to time, the “Environmental Indemnity”) and # an Assignment of Property Management Contract and Subordination of Management Fees of even date herewith made by Borrower for the benefit of Lender (as the same may be amended, restated or supplemented from time to time, the “Management Agreement Assignment”). This Note, the Loan Agreement, the Deed of Trust, the Leases Assignment, the Guaranty, the Environmental Indemnity, the Management Agreement Assignment and any other document executed or delivered by the Borrower and/or Guarantor in connection with the Loan shall be referred to herein as the “Loan Documents”.

Loan Documents. The Loan Documents, as such may be amended in accordance herewith, are and remain valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity. This Amendment is a Loan Document.

Loan Documents. This Amendment is a Loan Document as defined in the Credit Agreement, and the provisions of the Credit Agreement generally applicable to Loan Documents are applicable hereto and incorporated herein by this reference.

Loan Documents. The Administrative Agent (or its counsel) and each Lender shall have received reasonably satisfactory evidence that the Contribution Agreement and Master Participation Agreement have been executed as of the Effective Date and is in full force and effect.

Perform Loan Documents. The Borrowers shall pay when due all costs, fees and expenses to the extent required under the Loan Documents executed and delivered by, or applicable to, each Borrower. Payment of the costs and expenses associated with any of the foregoing shall be in accordance with the terms and provisions of this Agreement, including, without limitation, the provisions of Section 10.13 hereof.

Authority and Authorization. [[Organization A:Organization]] has the power and authority to execute and deliver this Agreement, to make the borrowing provided for herein, to execute and deliver the Note in evidence of such borrowing, to execute and deliver the other Loan Documents to which [[Organization A:Organization]] is a party and to perform its obligations hereunder and under the Note and the other Loan Documents, and all such action has been duly and validly authorized.

Power to Execute. Each person executing this Agreement on behalf of a Party, by his or her execution hereof, represents and warrants that they are fully authorized to do so, and that no further action or consent on the part of the party for whom they are acting is required for the effectiveness or enforceability of this Agreement against such party following such execution.

Each of the U.S. Loan Parties has the corporate power and authority to execute, deliver and perform its obligations under the Loan Documents to which it is a party.

Enforceability of Loan Documents. This Amendment is the legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to bankruptcy, insolvency, and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

Ratification of Loan Documents. This Amendment shall be incorporated into and deemed a part of the Loan Agreement. Except as expressly set forth herein, all of the terms and conditions of the Loan Agreement and Loan Documents are hereby ratified and confirmed and continue unchanged and in full force and effect. All references to the Loan Agreement shall mean the Loan Agreement as modified by this Amendment.

Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Sections ‎7.04 or ‎7.05) or as a result of acts or omissions by the Administrative Agent or Collateral Agent or any Lender or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document or the validity or priority of a Lien as required by the Collateral Documents on a material portion of the Collateral; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports in writing to revoke or rescind any Loan Document; or

The ​ and each other [[Loan Party:Organization]], as debtors, grantors, pledgors, ​, or in other similar capacities in which such Loan Parties grant liens or security interests in their properties, in each case under the Existing Loan Documents, all of the terms and conditions of which are incorporated herein by reference, hereby each # ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of such Existing Loan Documents to which it is a party, and # to the extent such [[Loan Party:Organization]] granted liens on or security interests and re-grants such grant of security and confirms that such liens and security interests continue to secure the Obligations, including, without limitation, all additional Obligations resulting from or incurred pursuant to this Agreement. Each [[Loan Party:Organization]] agrees that the Liens granted to the [[Administrative Agent:Organization]] on behalf of the Secured Parties pursuant to the Existing Loan Documents and any other documents or instruments executed, filed or recorded in connection therewith, shall remain outstanding and in full force and effect, without interruption or impairment on and at all times after the Effective Date to secure the Obligations as defined herein and the “Obligations” or “Secured Obligations” as those terms are defined in the Existing Loan Documents, as modified by this Agreement, in favor of the [[Administrative Agent:Organization]] for itself and the Secured Parties. Each [[Loan Party:Organization]] represents and warrants to the [[Administrative Agent:Organization]] and the Secured Parties that each of the representations and warranties applicable to it contained in each of the Existing Loan Documents to which it is a party is true and correct on and as of the date hereof. Except as expressly provided herein, the execution, delivery and effectiveness of this Agreement shall not modify the Existing Loan Documents or operate as a waiver of any right, power or remedy of the [[Administrative Agent:Organization]] or any Secured Party under the Existing Loan Documents, not constitute a waiver of any provision of any of the Existing Loan Documents.

Unenforceability of Loan Documents. Any Loan Document shall cease to be in full force and effect (other than, in the case of a Note, as contemplated hereby), any action shall be taken by or on behalf of [[Organization A:Organization]] to discontinue or to assert the invalidity or unenforceability of any of its obligations under any Loan Document, or [[Organization A:Organization]] or any Person acting on behalf of [[Organization A:Organization]] shall deny that [[Organization A:Organization]] has any further liability under any Loan Document or shall give notice to such effect.

Modifications to Loan Documents. All references in the Loan Documents to the “Mortgage” shall mean the “Mortgage,” as amended by this Agreement.