Cross-Default. Any Loan Party or any Restricted Subsidiary # fails to make any payment beyond the applicable grace period with respect thereto, if any, (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an outstanding aggregate principal amount of not less than the Threshold Amount, or # fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause ‎(e)‎(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

Cross-Default. (i) Any Loan Party or any Subsidiary thereof # fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Recourse Indebtedness or Guarantee of Recourse Indebtedness (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement), individually or in the aggregate with all other Recourse Indebtedness as to which such a failure exists, of more than the Threshold Amount, or # fails to observe or perform any other agreement or condition relating to any Recourse Indebtedness or Guarantee of Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement), individually or in the aggregate with all other Recourse Indebtedness as to which such a failure exists, of more than the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded (but, in any event, as to both the foregoing clauses (i)(A) and/or (i)(B), only if the applicable failure, default or event continues to exist after the passage of any applicable grace or cure period provided with respect thereto); # any Loan Party or any Subsidiary thereof # fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Non-Recourse Indebtedness or Guarantee of Non-Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement), individually or in the aggregate with all other Non-Recourse Indebtedness as to which such a failure exists, of more than the Threshold Amount, or # fails to observe or perform any other agreement or condition relating to any Non-Recourse Indebtedness or Guarantee of Non-Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement), individually or in the aggregate with all other Non-Recourse Indebtedness as to which such a failure exists, of more than the Threshold Amount or contained in any instrument IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" US 172801506" "" US 172791558

Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements” means, collectively, all agreements and instruments between, among or by: # the Borrower, and, or for the benefit of, # the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term “Other Agreements” shall not include the agreements and instruments defined as the Documents. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder. Upon the occurrence and during the continuation of any Event of Default specified in Section 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due at the Maturity Date), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Default Sum (as defined herein). UPON THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND THE BORROWER SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: # THE DEFAULT SUM (AS DEFINED HEREIN); MULTIPLIED BY # TWO (2). Upon the occurrence and during the continuation of any Event of Default specified in Sections 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due on this Note upon acceleration), 3.3, 3.4, 3.6, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16. and/or 3.17 exercisable through the delivery of written notice to the Borrower by such Holders (the “Default Notice”), and upon the occurrence of an Event of Default specified the remaining sections of Article III (other than failure to pay the principal hereof or interest thereon at the Maturity Date specified in Section 3,1 hereof), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to # 150% times the sum of # the then outstanding principal amount of this Note plus # accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”) plus # Default Interest, if any, on the amounts referred to in clauses # and/or # plus # any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in [clauses (x), (y) and (z)])])] shall collectively be known as the “Default Sum”) or # at the option of the Holder, the “parity value” of the Default Sum to be prepaid, where parity value means # the highest number of shares of Common Stock issuable upon conversion of or otherwise pursuant to such Default Sum in accordance with Article I, treating the Trading Day immediately preceding the Mandatory Prepayment Date as the “Conversion Date” for purposes of determining the lowest applicable Conversion Price, unless the Default Event arises as a result of a breach in respect of a specific Conversion Date in which case such Conversion Date shall be the Conversion Date), multiplied by # the highest Closing Price for the Common Stock during the period beginning on the date of first occurrence of the Event of Default and ending one day prior to the Mandatory Prepayment Date (the “Default Amount”) and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity. If the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect.

Cross-Default. (i) The Borrower or any of its Subsidiaries shall fail to pay any principal of or premium or interest on any of its Debt or any amounts owing by it under any Hedging Arrangement when the same becomes due and payable (whether at scheduled maturity, required prepayment, acceleration, demand or otherwise); provided that the aggregate principal amount of all such Debt (other than any Debt created hereunder) and all amounts owed under such Hedging Arrangements is at least $15,000,000 (or the equivalent in any other currency and based on the termination value thereof in the case of a Hedging Arrangement), # the Borrower or any of its Subsidiaries shall fail to comply with any of its covenants or agreements under any agreement or instrument relating to any of its Debt or under any Hedging Arrangement and such failure enables or permits the holder or holders of such Debt or the counterparty under such Hedging Arrangement, or any trustee or agent on its or their behalf, without the lapse of any further grace periods (any applicable grace periods having expired), to cause such Debt or amounts under such Hedging Arrangement to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that the aggregate principal amount of all such Debt (other than any Debt created hereunder) and all amounts owed under such Hedging Arrangements is at least $15,000,000 (or the equivalent in any other currency and based on the termination value thereof in the case of a Hedging Arrangement); provided, further, that any such failure described in this clause (ii) under the ABL Documents (except with respect to Events of Default (as defined in the ABL Credit Agreement) of the type specified by [Sections 11.1.1 and 11.1.5]5] of the ABL Credit Agreement) shall not constitute an Event of Default under this clause (ii) until the earliest of # the Debt under the ABL Documents being declared to be due and payable prior to the stated maturity thereof, # the exercise of remedies by the ABL Representative and/or [[Organization B:Organization]] under the ABL Documents in respect of any Collateral (it being understood and agreed that effectiveness of “cash dominion”, in itself, does not constitute such exercise of remedies for purposes hereof) and # the date that is thirty (30) days after the occurrence of an “event of default” (however denominated) as a result thereof under the ABL Documents unless such event of default has been waived or cured, and # any Debt of the Borrower or any of its Subsidiaries or any amounts owing by the Borrower or any of its Subsidiaries under any Hedging Arrangement shall be declared to be due and payable prior to the stated maturity thereof, provided that # the aggregate principal amount of all such Debt (other than any Debt created hereunder) and all amounts owed under such Hedging Arrangements is at least $15,000,000 (or the equivalent in any other currency and based on the termination value thereof in the case of a Hedging Arrangement) and # this clause (iii) shall not apply to # secured Debt that becomes due as a result of the voluntary sale or transfer of the assets securing such Debt, or the occurrence of any other event or condition (other than an “event of default”, however denominated) that requires a prepayment, repurchase, redemption, defeasance or termination of any Debt or Hedging Arrangement pursuant to the terms of the agreements and instruments relating to such Debt or Hedging Arrangement as in effect prior to the occurrence of such event or condition, or # any Debt becoming due as a result of a refinancing, extension, renewal or replacement thereof permitted under Section 6.02; # Insolvency. Any Loan Party shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally; shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any of its Material Subsidiaries seeking to adjudicate it as a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any Debtor Relief Law, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against such Person, either such proceeding shall remain undismissed for a period of 60 days or any of the actions sought in such proceeding shall occur (it being agreed that no Event of Default under this clause (e) shall result from a voluntary dissolution or liquidation of any Subsidiary permitted under Section 6.03); or such Person shall take any action to authorize any of the actions set forth above in this clause (e) or any analogous procedure or step is taken in any jurisdiction (any of the [foregoing clauses (a) through (e)], an “Insolvency Proceeding”);

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.