Doc 2014073616 08/12/2014 06:24 PM Lot 802 in Square 323 Lot 804 in Square 323 Lot 808 in Square 324 Lot 809 in Square 324 Lot 812 in Square 324 Air Right Lots 7000, 7001 7002 in Square 324 Recording Requested by and a?er Recording Return to: Loeb 8.: Loeb, LLP 345 Park Avenue New York, New York 10154 - Attn: Peter Seiden, Esq. (Space Above For Recorder?s Use) LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, FIXTURE FILING, AND SECURITY AGREEMENT NOTICE TO BORROWER: THE LOAN SECURED BY THIS DEED OF TRUST PROVIDES FOR A VARIABLE INTEREST RATE AND BALLOON PAYMENT AT MATURITY THIS LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, FIXTURE FILING AND SECURITY AGREEMENT (as amended, restated, supplemented or modi?ed from time to time, this ?Deed of Trust?), dated as of August 2014, is given by TRUMP POST OFFICE LLC, a Delaware limited liability company (?Borrower?), whose address is 60 Crossways Park Drive West, #301, Woodbury, New York 11797; in favor of Michael Hillman, as Trustee (?Trustee?) whose address is do First American Title Insurance Company, 1825 Street, N.W., #302, Washington, DC. 20006, for the bene?t of DEUTSCI-IE BANK TRUST COMPANY AMERICAS, a New York banking corporation (?Lender?), whose address is 345 Park Avenue, 14th Floor, New York, New York 10154. To secure the full and timely payment of the Indebtedness in the original principal amount of One Hundred Seventy Million and 00/ 100 Dollars and the ?ll and timely performance and discharge of the Obligations under the Note, Borrower AS SIGNS, GRANTS, BARGAINS, SELLS, CONVEYS AND PLEDGES to Trustee and its successors and assigns the Mortgaged Premises, with power of sale and right of entry and possession, subject only to the Permitted Encumbrances, to have and to hold the Mortgaged Premises to Trustee, its successors and assigns forever, and Borrower does hereby bind itself, its successors, and its assigns to warrant generally and forever defend the title to the Mortgaged Premises to Trustee against anyone claiming it or any part of it; provided, however, that if the Indebtedness is paid in full and the Obligations under the Note are fully performed and Lender has no ?irther obligations to make any ?nancial accommodations to Borrower, then the liens, security interests, estates, and rights granted by this Deed of Trust shall terminate; otherwise, they shall remain in full force and effect. As additional security for the full and timely payment of the Indebtedness and the full and timely performance and discharge of the Obligations under the Note, Borrower ?126608010 21793840034 grants to Lender a security interest in the Personalty, Fixtures, Leases, and Rents under Article Nine of the Uniform Commercial Cede in effect in the District-of Columbia, All right, title and interest of Borrower in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, the Mortgaged Premises, hereafter acquired by or released to Borrower or constructed, assembled or placed by Borrower on the Land, and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assembling, placement or conversion, as the case may be, and in each such case, without any ?rrther mortgage, conveyance, assignment or other act by Borrower, shall become subject to the lieu of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Borrower and speci?cally described in the granting clauses hereof, but at any and all times Borrower will execute and deliver to Lender and/or Trustee any and all such ?lrther assurances, mortgages, conveyances or assignments thereof as Lender may reasonably require for the purpose of expressing and speci?cally subjecting the same to the lien of this Deed of Trust. All ?ling, registration and recording fees, and all expenses incident to the execution and acknowledgment of this Deed of Trust and any other agreement executed in connection herewith and any instrument of further assurance, and all federal, state, county and municipal mortgage recording taxes, stamp taxes and other taxes, duties, imports, assessments and charges arising out of or in connection with the execution, delivery and recordation of this Deed of Trust, the Note or any other agreement executed in connection herewith or therewith, any deed of trust supplemental hereto or any instrument of further assurance shall be paid in accordance with the terms of the Agreement. Lender shall make ?rture advances to Borrower subject to the terms of the Agreement. Such future advances, with interest thereon, shall be secured by this Deed of Trust. At no time shall the principal amount of the indebtedness secured by this Deed of Trust, not including sums advanced in accordance herewith to protect the collateral serving as security for the payment of the indebtedness evidenced by the Note, exceed One Hundred Seventy Million and 002?100 Dollars TO MAINTAIN AND PROTECT THE SECURITY OF THIS DEED OF TRUST, TO SECURE THE FULL AND TIMELY PERFORMANCE BY BORROWER OF EACH AND EVERY OBLIGATION, COVENANT, AND AGREEMENT OF BORROWER UNDER THE LOAN DOCUMENTS, AND AS ADDITIONAL CONSIDERATION FOR THE INDEBTEDNESS AND OBLIGATIONS UNDER THE NOTE EVIDENCED AND SECURED BY THE LOAN DOCUMENTS, BORROWER HEREBY COVENANTS, REPRESENTS, AND AGREES AS FOLLOWS: W1266088JO 2 21793840084 SECTION 1 DEFINITIONS For purposes of this Deed of Trust, each of the following terms shall have the following respective meanings: ?Ageemen means that certain Loan Agreement dated as of the date hereof between Burrower and Lender, as the same may be amended, restated, supplemented or modi?ed ?om time to time. 1.2 ?Attorney Fees.? All reasonable attorney fees, paralegal, and law clerk fees, including, without limitation, fees for advice, negotiation, consultation, arbitration, and litigation at the pretrial, trial, and appellate levels, and in any bankruptcy proceedings, and attorney costs and expenses incurred or paid by Lender in protecting its interests in the Mortgaged Premises, including, but not limited to, any action for waste, and enforcing its rights under this Deed of Trust (provided, however, Attorney Fees shall exclude the cost of in-house counsel, paralegal and other in-house sta?). 1.3 ?Fixtures.? All right, title, and interest of Borrower in and to all materials, supplies, equipment, apparatus, and other items now or later attached to, installed on or in the Land or the Improvements, or that in some fashion are deemed to be ?xtures to the Land or Improvements under the laws of the District of Columbia, including the Uniform Commercial Code. ?Fixtures? includes, without limitation, all items of Personalty to the extent that they may be deemed Fixtures under any Legal Requirement. 1.4 ?Ground Lease.? Means that certain ground lease described on Exhibit attached to this Deed of Trust and made a part hereof. 1.5 ?Impositions.? All real estate and personal property taxes, water, gas, sewer, electricity, and other utility rates and charges; charges imposed under any subdivision, planned unit development, or condominium declaration or restrictions; charges for any easement, license, or agreement maintained for the bene?t of the Mortgaged Premises, and all other taxes, charges, and assessments and any interest, costs, or penalties of any kind and nature that at any time before or after the execution of this Deed of Trust may be assessed, levied, or imposed on the Mortgaged Premises or on its ownership, use, occupancy, or enjoyment. 1.6 ?hnprovements.? All right, title and interest of Borrower in and to all buildings, structures, improvements, equipment, ?xtures, and appurtenances now and later placed on the Mortgaged Premises, including, without limitation, all apparatus and equipment, whether or not physically af?xed to the land or any building, which is used to provide or supply air cooling, air conditioning, heat, gas, water, light, power, refrigeration, ventilation, laundry, drying, dish washing, garbage disposal, or other services; and all elevators, escalators, and related machinery and equipment, ?re prevention and extinguishing apparatus, security and access control apparatus, partitions, ducts, compressors, plumbing, ovens, refrigerators, dishwashers, diSposals, washers, dryers, awnings, storm windows, storm doors, screens, blinds, shades, curtains, curtain rods, mirrors, cabinets, paneling, rugs, attached ?oor coverings, furniture, pictures, antennas, NY1266088JO 3 21?938-10084 pools, spas, pool and spa operation and maintenance equipment and apparatus, and trees and plants located on the Mortgaged Premises, all of which, including replacements and additions, shall conclusively be deemed to be af?xed to and be part of the Mortgaged Premises mortgaged to Lender under this Deed of Trust. - 1.7 ?Indebtedness.? The principal of, interest on, and all fees, charges, expenses and other amounts and payments due under or evidenced by the following: The Note (including, without limitation, late payment and other charges payable under the Note); - This Deed of Trust and all other Loan Documents; and All funds, if any, later advanced by Lender to or for the benefit of Borrower under any provision of any of the Loan Documents; Any future loans or amounts advanced by Lender to Borrower when evidenced by a written instrument or document made by Borrower or between Borrower and Lender that speci?cally recites that such ?iture loans or amounts are Obligations under the Note that are secured by the terms of this Security Instrument, including, but not limited to, ?inds advanced to protect the security or priority of the Security Instrument; and Any amendment, modi?cation, extension, rearrangement, restatement, renewal, substitution, or replacement of any of the foregoing. 1.8 ?Land.? The real estate or any interest in it described in Exhibit A attached to this Deed of Trust and made a part of it, together with all Improvements and Fixtures and all rights, titles, and interests appurtenant to it. 1.9 ?Leases.? All leases, sublease, licenses and other agreements or arrangements heretofore or hereafter entered into affecting the use, enjoyment or occupancy of, or the conduct of any activity upon or in, the Mortgaged Premises, including any guarantees, extensions, renewals, modi?cations or amendments thereof and all additional remainders, reversions and other rights and estates appurtenant thereunder. For the avoidance of doubt, the term ?Leases? shall not include the Ground Lease. 1.10 ?Loan Documents.? The Agreement, the Note, this Deed of Trust, the Guaranty, the Environmental Indemnity, any Swap Contract between Borrower and Lender (andfor any Af?liate of Lender), the Assignment Agreement and any other document, agreement, consent, or instrument which has been or will be executed in connection with the Agreement, the Note, this Deed of Trust, the Guaranty, the Environmental Indemnity and any Swap Contract, the Assigmnent Agreement and the transactions described herein all as may be amended, supplemented, renewed, extended, replaced andfor restated from time to time. 1.11 ?Mortgaged Premises.? All rights, title, interest and estate of Borrower now owned or hereafter acquired by Borrower in the following: all of Borrower?s leasehold estate in the Land, Improvements and Fixtures, Personalty, Leases, and Rents, and wrzasossao' 4 21793340034 All right, title, and interest (including any claim or demand or demand in . law or equity) that Borrower now has or may later acquire in or to the following: all easements, rights, privileges, tenements, hereditaments, and appurtenances belonging or in any way appertaining to the Mortgaged Premises; all of the estate, right, title, interest, claim, demand, reversion, or remainder of Borrower in or to the Mortgaged Premises, either at law or in equity, in possession or expectancy, now or later acquired; all crops growing or to be grown on the Mortgaged Premises; all development rights or credits and air rights; all water and water rights (whether or not appurtenant to the Mortgaged Premises) and shares of stock pertaining to such water or water rights, ownership of which affects the Mortgaged Premises; all minerals, oil, gas, and other hydrocarbon substances and rights thereto in, on, under, or upon the Mortgaged Premises and all royalties and pro?ts ?'om any such rights or shares of stock; all right, title, and interest of Borrower in and to any streets, ways, alleys, strips, or gores of land adjoining the Land or any part of it that Borrower now owns or at any time later acquires and all adjacent lands within enclosures or occupied by buildings partly situated on the Mortgaged Premises; All right, title and interest of Borrower in and to any intangible property rights relating to the Mortgaged Premises or its operation or used in connection with it, including, without limitation, all agreements, contracts, certi?cates, instruments and other documents, now or hereafter entered into, pertaining to the construction, operation or management of the Mortgaged Premises including all permits, licenses, plans, speci?cations, construction contracts, subcontracts, bids, deposits for utility services, installations, refunds due Borrower, environmental indemnity rights and all collateral related thereto, trade names, trademarks, and service marks (but speci?cally excluding the Trump name and the Trump brand (and any derivatives thereof?; All of the right, title, and interest of Borrower in and to the land lying in the bed of any street, road, highway, or avenue in front of or adjoining the Land; All right, title and interest of Borrower in and to any and all awards previously made or later to be made by any Governmental Authority to the' present and all subsequent owners of the Mortgaged Premises that may be made with respect to the Mortgaged Premises as a result of the exercise of the right of eminent domain, the alteration of the grade of any street, or any other injury to or decrease of value of the Mortgaged Premises, which award or awards are assigned to Lender and Lender, at its option, is authorized, directed, and empowered to collect and receive, subject to the limitation contained in Section 4.15 of the Agreement, the proceeds of any such award or awards from the authorities making them and to give proper receipts and aequittances for them, and to apply them as provided in the Agreement; (6) All certi?cates of deposit of Borrower in Lender?s possession and all bank accounts of Borrower with Lender and their proceeds, and all deposits of Borrower with any Governmental Authority and/or public utility company that relate to the ownership of the Mortgaged Premises; All Leases of the Mortgaged Premises or any part of it now or later entered into (subject to Section 4.13 of the Agreement) and all right, title, and interest of Borrower under such Leases, including cash or securities deposited by the tenants to secure performance of their obligations under such Leases (whether such cash or securities are to be NY1266033JD 5 21'1938-10084 held until the expiration of the terms of such Leases or applied to one or more of the installments of rent coming due immediately before the expiration of such terms (provided, however, that if Lender acquires possession or control of tenants? security deposits, Lender shall use the tenants? security deposits only for such purposes as the applicable Leases and Legal Requirements permit?; Any and all proceeds of any insurance policies covering the Mortgaged Premises, whether or not such insurance policies were required by Lender as a condition of making the loan secured by this Deed of Trust or are required to be maintained by Borrower as provided below in this Deed of Trust; which proceeds are assigned to Lender, and Lender, at its option, is authorized, directed, and empowered to collect and receive the proceeds of such insurance policies from the insurers issuing the same and to give proper receipts and acquittances for such policies, and to apply the same as provided below, subject, in each case, to the provisions of Sections 414 and 4.15 of the Agreement; All of Borrower?s right, title, privileges, prerogatives and interest in and to the Ground Lease (subject to the rights of Ground Lessor thereto), including, without limitation, all amounts deposited by Borrower with Ground Lessor under the Ground Lease, and the right to surrender, terminate, extend, renew, cancel, waive, change, supplement, grant subleases of, alter, or amend the Ground Lease or purchase any real property, in each case subject to the Ground Lease; exercisable only after the occurrence and during the continuance of an Event of Default; All plans and speci?cations for the Improvements; all contracts and subcontracts relating to the Improvements; all deposits (other than tenants security deposits described and accounted for in Section l.ll(f) above); funds, accounts, contract rights (including under any sale agreement), instruments, documents, general intangibles, claims against third parties and notes or chattel paper arising from or in connection with the Land or other Mortgaged Premises; all permits, licenses, certi?cates, and other rights and privileges obtained in connection with the Land or other Mortgaged Premises; all soils reports, engineering reports, land planning maps, drawings, construction contracts, notes, drafts, documents, engineering and architectural drawings, letters of credit, bonds, surety bonds, any other intangible rights relating to the Land and Improvements, surveys, and other reports, exhibits, or plans used or to be used in connection with the construction, planning, operation, or maintenance of the Land and Improvements and all amendments and modi?cations; all proceeds arising from or by virtue of the sale, lease, grant of option, or other disposition of all or any part of the Land, Fixtures, Personalty, or other Mortgaged Premises (consent to same is not granted or implied); Intentionally Omitted; All tax refunds, bills, notes, inventories, accounts and charges receivable, credits, claims, securities, and documents of all kinds, and all instruments, contract rights, general intangibles, bonds and deposits, and all proceeds and products of the Mortgaged Premises; (1) Any refunds and credits in connection with reduction in real estate taxes and assessments charged against the Mortgaged Premises, in each case paid or payable to NY126603810 6 21793840084 Borrower (except to the extent any refunds, rebates or credits relate to taxes or assignments paid directly by any tenant under a Lease); (Hi) All money or other personal property of Borrower (other than any trade names, trademarks, service marks, domain names, proprietary information systems, proprietary reservation systems, customer lists and data (except for bookings), websites, marketing materials or copyrights and other intellectual property relating to the Trump name or the Trump brand or any derivatives thereof, all of which is speci?cally excluded ??om the Mortgaged Premises) including, without limitation, any instrument, deposit account, general intangible, or chattel paper, as de?ned in Article 9 of District of Columbia Uniform Commercial Code) previously or later delivered to, deposited with, or that otherwise comes into Lender?s possession; and (11) All proceeds of any of the foregoing. As used in this Deed of Trust, ?Mortgaged Premises? is expressly de?ned as meaning all or, when the context permits or requires, any portion of it and all or, when the context permits or requires, any interest in it. 1.12 ?Note.? That certain Promissory Note dated as of the date hereof executed delivered by Borrower in favor of Lender in the principal amount of $170,000,000.00. 1.13 ?Obligations.? All present and future obligations, direct or indirect, liquidated or contingent and indebtedness of Borrower, owing to Lender or any Af?liate of Lender under this Deed of Trust, the Agreement or any other Loan Document applicable to Borrower, including, without limitation, obligations under any Swap Contract between Borrower and Lender (andfor any Af?liate of Lender), and the obligations to pay the indebtedness ?~om time to time evidenced by the Note and obligations to pay interest, fees and charges from time to time owed hereunder or under any other Loan Document. 1.14 ?Personalty.? All of the right, title, and interest of Borrower in and to all tangible and intangible personal property now or hereafter located within or about the Land and the Improvements, whether now owned or later acquired by Borrower, including, but not limited to, water rights (to the extent they may constitute personal property), all equipment, inventory, goods, consumer goods, accounts, chattel paper, instruments, money, general intangibles, letter- of-credit rights, deposit accounts, investment property, documents, minerals, crops, and timber (as those terms are de?ned in the District of Columbia Uniform Commercial Code) and that are now or at any later time located on, attached to, installed, placed, used on, in connection with, or are required for such attachment, installation, placement, or use on the Land, the Improvements, Fixtures, or on other goods located on the Land or Improvements, together with all additions, accessions, accessories, amendments, modi?cations to the Land or Improvements, extensions,' renewals, and enlargements and proceeds of the Land or Improvements, substitutions for, and income and pro?ts from, the Land or Improvements. The Personalty includes, but is not limited to, all of Borrower?s right, title and interest and to all goods, machinery, tools, equipment (including ?re sprinklers and alarm systems and all equipment utilized by Borrower in the operation of its business; building materials, air conditioning, heating, refrigerating, electronic monitoring, entertainment, recreational, maintenance, extermination of vermin or insects, dust removal, refuse and garbage equipment; vehicle maintenance and repair equipment; of?ce and 7 21793840034 hotel furniture (including tables, chairs, planters, desks, sofas, beds, shelves, lockers, and cabinets); safes, furnishings, appliances (including ice-making machines, re?igerators, fans, water heaters, and incinerators); rugs, carpets, other ?oor coverings, draperies, drapery rods and brackets, awnings, window shades, venetian blinds, curtains, other window coverings; lamps, chandeliers, other lighting ?xtures; of?ce and hotel maintenance and other supplies and inventory; in each case, to the extent assignable, loan commitments, ?nancing arrangements, bonds, construction contracts, leases, tenants? security deposits (subject to Section 1.1 licenses, permits, sales contracts, option contracts, lease contracts, insurance policies, proceeds from policies, plans, speci?cations, surveys, books, records, funds, bank deposits; and all other intangible personal property. Personalty also includes any other portion or items of the Mortgaged Premises that constitute personal property under the District of Columbia Uniform Commercial Code. In no event shall the Mortgaged Premises (including, without limitation, the Personalty) include any trade names, trademarks, service marks, domain names, proprietary information systems, proprietary reservation systems, customer lists and data (except for bookings, websites, marketing materials or copyrights and other intellectual property relating to the Trump name or the Trump brand or any derivatives thereof) or (ii) any leased equipment. 1.15 ?Rents.? All rents, rent equivalents, moneys payable as damages (including payments by reason of the rejection of a Lease in a bankruptcy proceeding) or in lieu of rent or rent equivalents, royalties (including all oil and gas or other mineral royalties and bonuses), income, fees, receivables, receipts, revenues, deposits (including security, utility and other deposits), accounts, cash, issues, pro?ts, charges for services rendered, amounts received in connection with the usage of any portion of Mortgaged Premises for any event including, Without limitation, business meetings and functions, weddings and other social events and other payment and consideration of whatever form or nature received by or paid to or for the account of or bene?t of Borrower, Manager or any of their agents or employees from any and all sources arising ??om or attributable to the Mortgaged Premises, including all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of the Mortgaged Premises or rendering of services by Borrower, Manager or any of their agents or employees and proceeds, if any, from business interruption or other loss of income insurance. Any terms not otherwise de?ned in this Deed of Trust shall have the meaning given them in the Agreement. SECTION 2 USE QF MORTGAGED PREMISES 2.1 Use of Mortgaged Premises. Unless otherWiserequired by Legal Requirement, otherwise permitted by the Agreement, or Lender otherwise consents in writing, Borrower shall not allow changes in the use of the Mortgaged Premises from that which is contemplated by Borrower and Lender at the time of execution of this Deed of Trust, as speci?ed in the loan application and the Loan Documents (it being understood and agreed that Borrower shall be permitted to undertake the Renovation). I 3 21793340034 Borrower shall not initiate or acquiesce in a change in the zoning classi?cation of the Mortgaged Premises or to the assessment and tax lots that constitute the Land that is reasonably likely to have a Material Adverse Effect without Lender?s prior written consent. Borrower shall maintain all easements, grants, privileges, licenses, certi?cates, permits, entitlements and franchises necessary, in its commercially reasonable judgment, for the use of the Mortgaged Premises as a hotel and will not, without the prior consent of Lender, unless otherwise permitted by the Agreement, consent to any public restriction (including any zoning ordinance) or private restriction as to the use of the Mortgaged Premises that could result in the use of the Mortgaged Premises as a hotel becoming a non-conforming use under any zoning ordinance or any other applicable land use law, rule or regulation or that would change or limit the uses permitted of the Mortgaged Premises in a manner that would be expected to have a Material Adverse Effect including materially adversely affecting the value of the Mortgaged Premises. Borrower shall comply with all restrictive covenants affecting the Mortgaged Premises, and all zoning ordinances and other public or private restrictions as to the use of the Mortgaged Premises, except where non-compliance would not be expected to have a Material Adverse Effect. Notwithstanding anything to the contrary contained herein, Borrower shall have the right to appeal, to all administrative and judicial levels, an assessment of the Mortgaged Premises if, in Borrower?s sole opinion, such assessment is too high and, in any case, so long as such appeal is not otherwise prohibited by Sections 4.4(b) or 4.17 of the Agreement and will not result in a default under the Ground Lease. 7 Borrower shall not commit or suffer any waste of the Mortgaged Premises (it being understood and agreed that Borrower shall be permitted to undertake the Renovation) or make any change in the use of the Mortgaged Premises which will in any way materially increase the risk of any ?re or other hazard arising out of the operation of the Mortgaged Premises, or do or permit to be done thereon anything that may in any way impair the security of this Deed of Trust. Borrower shall maintain the Mortgaged Premises in good repair and condition (ordinary wear and tear excepted) and, at its sole cost and expense, will make or cause to be made, as and when the same shall become necessary, all structural and non-structural, exterior and interior, ordinary or extraordinary, foreseen and unforeseen repairs, renewals and replacements necessary to that end, and upon being apprised of any material defect in the repair or condition of the Mortgaged Premises, will repair or cure, or cause to be repaired or cured, such defect, in each case at its own expense and with due diligence (it being understood and agreed that Borrower shall be permitted to undertake the Renovation). Except where a higher standard is provided in the Agreement, all such repairs, renewals and replacements shall be at least substantially equal in quality to the original Improvements. SECTION 3 3.1 Leases of Mortgaaed Premises by Borrower. Borrower shall only enter into, modify, amend or renew any Lease in accordance with the Agreement. Borrower may terminate Leases in Borrower?s discretion. NYI266038.IO 9 21793840084 SECTION 4 ASSIGNMENT OF CAUSES OF ACTION AWARDS AND DAMAGES 4.1 Assiggment of Causes of Action, Awards, and Damages. All causes of action, and all sums due or payable to Borrower for injury or damage to the Mortgaged Premises, or as damages incurred in connection with the transactions in which the Loan secured by this Deed of Trust was made, including, without limitation, causes of action and damages for breach of contract, fraud, concealment, construction defects, or other torts, or compensation for any conveyance in lieu of condemnation, are assigned to Lender, and all proceeds from such causes of action and all such sums shall be paid to Lender for credit against the Indebtedness secured by this Deed of Trust, subject to the terms of Section 4.15 of the Agreement. Borrower shall notify Lender immediately on receipt by Borrower of notice that any such sums have become due or payable and, subject to the terms of Section 4.15 of the Agreement, immediately on receipt of any such sums, shall remit such sums to Lender. Speci?cally excluded ??om the assignment under this Section 4 are any claims, awards or damages derived from enforcement of any rights to the ?Trump? nameor the Trump brand (and any derivatives thereof). After deducting all expenses, including Attorney Fees, incurred by Lender in recovering or collecting any sums required to be paid to Lender under this Section 4, Lender may apply or release the balance of any funds received by it under this paragraph, or any part of such-balance, as it elects. Lender, at its option, may appear in and prosecute in its own name any action or proceeding to enforce any cause of action assigned to it under this paragraph and may make any compromise or settlement in such action whatsoever, subject to the terms of Section 4.15 of the Agreement. Borrower covenants that it shall execute and deliver to Lender such further assignments of any such compensation awards, damages, or causes of action as Lender may request from time to time, subject to the terms of Section 4.15 of the Agreement. If Lender fails or does not elect to prosecute any such action or proceeding and Borrower elects to do so, Borrower may conduct the action or proceeding at its own expense and risk. Notwithstanding anything to the contrary contained in this Section 4.1, any rights of Lender to participate in any casualty claim or condemnation proceeding and the rights to apply any proceeds of the foregoing shall all be governed by the terms of Section 4.15 of the Agreement. SECTION 5 SUMS ADVANCED 5.1 Sums Advanced to Bear Interest and to Be Secured bv Deed of Trust. At Lender?s request, Borrower shall immediately pay any sums advanced or paid by Lender or Trustee under any provision of this Deed of Trust or the other Loan Documents. Until so repaid, all such sums and all other sums payable to Lender or Trustee shall be added to, and become a part of, the Indebtedness secured by this Deed of Trust and bear interest from the date of advancement or payment by Lender or Trustee at the same rate as provided in the Note, unless payment of interest at such rate would be contrary to Legal Requirement. All sums advanced by Lender under this Deed of Trust or the other Loan Documents, whether or not required to be NYIZGISOSSJD 21793840034 advanced by Lender under the terms of this Deed of Trust or the other Loan Documents, including all amounts advanced by Lender in order to preserve the priority of the lien of this Deed of Trust or to maintain the Mortgaged Premises, shall conclusively be deemed to be mandatory advances required to preserve and protect this Deed of Trust and Lender?s security for the performance of the Obligations under the Note and payment of the Indebtedness, and shall be secured by this Deed of Trust to the same extent and with the same priority as the principal and interest payable under the Note. SECURITY AGREEMENT: FIXTURE FILING 6.1 Uniform Commercial Code Security Agreement. This Deed of Trust is intended to be and shall constitute a security agreement under the District of Columbia Uniform Commercial Code for any of the Personalty speci?ed as part of the Mortgaged Premises that, under Legal Requirement,'may be subject to a security interest under the District of Columbia Uniform Commercial Code, and Borrower grants to Lender a security interest in those items. Borrower authorizes Lender to ?le ?nancing statements in all states, counties, and other jurisdictions as Lender may elect, without Borrower?s signature if permitted by law. Borrower agrees that Lender may ?le this Deed of Trust, or a copy of it, in the real estate records or other appropriate index or in the Of?ce of the Secretary of State of the State of Delaware and such other states as the Lender may elect, as a ?nancing statement for any of the items speci?ed above as part of the Mortgaged Premises. Any reproduction of this Deed of Trust or executed duplicate original of this Deed of Trust, or a copy certi?ed by the Recorder of Deeds in the District of Columbia, or of any other security agreement or ?nancing statement, shall be suf?cient as a ?nancing statement. In addition, Borrower agrees to execute and deliver to Lender, at Lender?s request, any UCC ?nancing statements, as well as any extensions, renewals, and amendments, and copies of this Deed of Trust in such form as Lender may require to perfect a security interest with respect to the Personalty. Borrower shall pay all costs of ?ling such ?nancing statements and any extensions, renewals, amendments, and releases of such statements, and shall pay all reasonable costs and expenses of any record searches for ?nancing statements that Lender may reasonably require. Without the prior written consent of Lender, Borrower shall not create or suffer to be created any other security interest in the items, including any replacements and additions. Pursuant to the ?xture ?ling requirements of the District of Columbia Uniform Commercial Code, wherever in this Deed of Trust the word ?Borrower? appears it shall be deemed for all purposes to refer to debtor, and (ii) the word ?Lender? appears, it shall be deemed for all purposes to refer to secured party. After the occurrence of an Event of Default, Lender and the Trustee shall have the remedies of a secured party under the District. of Columbia Uniform Commercial Code and, at Lender?s option, may also invoke the remedies in Section 8 of this Deed of Trust as to such items. In exercising any of these remedies, Lender may proceed against the items of Mortgaged Premises and any items of Personalty separately or together and in any order whatsoever, without in any way affecting the availability of Lender?s remedies under the New York Uniform Commercial Code or of the remedies in Section 8 of this Deed of Trust. 11 21793340034 6.2 Fixture Filing. Borrower expressly agrees, intending that Lender rely thereon, that this Security Instrument shall also constitute a ?nancing statement ?led as a ?xture ?ling under the District of Columbia Uniform Commercial Code, covering any portion of the Mortgaged Premises that now is or later may become a ?xture attached to the Mortgaged Premises or to any Improvement. SECTION 7 ACCELERATION ON TRANSFER OR ENCUMBRANCE 7.1 Acceleration on Transfer or Encumbrance of Mortgaged Premises. Except with respect to a Permitted Transfer, a Permitted Encumbrance or as set forth in Section 4.17 of the Agreement, or with Lender?s prior written consent, if Borrower conveys, assigns, sells, leases with an option to purchase or grants any other option to purchase, cucumbers, or alienates the Mortgaged Premises, or any interest in it, or suffers its title to, or any interest in, the Mortgaged Premises to be divested, whether voluntarily or involuntarily, or transfers, pledges, assigns, sells, hypothecates or otherwise conveys any direct or indirect interests of or in Borrower, or changes or permits to be changed the character or use of the Mortgaged Premises (except as otherwise permitted by the Agreement), or drills or extracts or enters into any lease for the drilling or extractng of oil, gas, or other hydrocarbon substances or any mineral of any kind or character on the Mortgaged Premises, or permits title to such Mortgaged Premises to become subject to any lien or charge, voluntary or involuntary, contractual or statutory (other than Permitted Encumbrances), then Lender, at Lender?s option, may, without prior notice, declare all sums secured by this Deed of Trust, regardless of their stated due date(s), immediately due and payable and may exercise all rights and remedies in this Deed of Trust, including those in Section 8 below. SECTION 8 REMEDIES ON NOTIFICATION OBLIGATION 8.1 Remedies. Upon the occurrence of any Event of Default, Borrower agrees that Lender may take such action, without notice or demand, as it deems advisable to protect and enforce its rights against Borrower and in and to the Mortgaged Premises, including, but not limited to, the following actions, each of which may be pursued concurrently or otherwise, at such time and in such order as Lender may determine, in its sole discretion, without impairing or otherwise affecting the other rights and remedies of Lender: declare the entire unpaid Indebtedness to be immediately due and payable without further notice, presentment, protest, notice of intent to accelerate, notice of acceleration, demand or action of any nature whatsoever; after such notice as may be required by applicable law, institute proceedings, judicial or otherwise, for the complete foreclosure of this Deed of Trust under any applicable provision of law in which case the Mortgaged Premises or any interest therein may be sold for cash or upon credit in one or more parcels or in several interests or portions and in any order or manner; (0) with or without entry, to the extent permitted and pursuant to the procedures provided by applicable law, institute proceedings for the partial foreclosure of this Deed of Trust for the portion of the Indebtedness then due and payable, subject to the continuing lien and security interest of this Deed of Trust for the balance of the Indebtedness not then due, unimpaired and NYIZGISOSSJO 21793840084 without loss of priority, it being agreed that several sales may be made hereunder without exhausting the rights of sale for any other breach by the Borrower of any of the obligations secured hereby, it being the purpose to provide for foreclosure and sale of the Mortgaged Property, or any portion thereof, for any matured portion of any of the obligations secured hereby or otherwise provided for herein without exhausting the power to foreclose and sell the Mortgaged Premises, or any portion thereof, for any other part of the obligations secured hereby, Whether matured at the time or subsequently maturing; sell for cash or upon credit the Mortgaged Premises or any part thereof and all estate, claim, demand, right, title and interest of Borrower therein and rights of redemption thereof, at one or more sales, as an entirety or in parcels, at such time and place, upon such terms and after such notices and statutory ?lings thereof as may be required or permitted by law, which sales may be at public auction at such time and place and upon such terms and conditions as the Lender may deem appropriate or as may he required or permitted by applicable law or rule of court, having ?rst given notice prior to the sale of such time, place and terms by advertisement in at least one newspaper published or having a general circulation in the jurisdiction in which the Mortgaged Premises are located or at such time or times as may be required by applicable law or rule of court, and at such other times and by such other methods, if any, as the Lender may deem appropriate, however, to the extent permitted by applicable law or rule of court, Lender may adjourn from time to time any sale to be made by it under or by virtue of this Deed of Trust by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by an applicable provision of law or rule of court, Lender, without ?thher notice or publication, may make such sale at the time and place to which the same shall be so adjourned; institute an action, suit or proceeding in equity for the speci?c performance of any covenant, condition or agreement contained herein, in the Agreement or in the other Loan Documents; recover judgment on the Note either before, during or after any proceedings for the enforcement of this Deed of Trust or the other Loan Documents; apply for the appointment of a receiver, trustee, liquidator or conservator of the Mortgaged Premises, without notice and without regard for the adequacy of the security for the Indebtedness and without regard for the solvency of Borrower or of any person, ?rm or other entity liable for the payment of the Indebtedness; (11) subject to any applicable law, the license granted to Borrower under Section 19.1(d) shall automatically be revoked and Lender may enter into or upon the Mortgaged Premises, either personally or by its agents, nominees or attorneys and dispossess Borrower and its agents and servants therefrom, without liability for trespass, damages or otherwise and exclude Borrower and its agents or servants wholly therefrom, and take possession of all books, records and accounts relating thereto and Borrower agrees to surrender possession of the Mortgaged Premises and of such books, records and accounts to Lender upon demand, and thereupon Lender may (1) use, operate, manage, control, insure, maintain, repair, restore and otherwise deal with all and every part of the Mortgaged Premises and conduct the business thereat; (2) complete any construction on the Mortgaged Premises (including the Renovation); (3) make alterations, additions, renewals, replacements and improvements to or on the Mortgaged Premises; (4) exercise all rights and powers of Borrower with respect to the Mortgaged Premises, whether in the name of Borrower or otherwise, including, without limitation, the right to make, cancel, enforce or modify Leases, obtain and evict tenants, and demand, sue for, collect and receive all Rents of the Mortgaged Premises and every part thereof; (5) require Borrower to pay in advance to Lender, or any receiver appointed to collect the Rents, the fair and reasonable rental value for the use and occupation of such part of the Mortgaged Premises as may be occupied by Borrower; (6) require 13 21793340034 Borrower to vacate and surrender possession of the Mortgaged Premises to Lender or to such receiver and, in default thereof, Borrower may be evicted by summary proceedings or otherwise; and (7) apply the receipts from the Mortgaged Premises to the payment of the Indebtedness, in such order, priority and proportions as Lender shall deem appropriate in its sole discretion after deducting therefrom all expenses (including reasonable attorneys? fees) incurred in connection with the aforesaid operations and all amounts necessary to pay the Taxes, insurance and other expenses in connection with the Property, as well as just and reasonable compensation for the services of Lender, its counsel, agents and employees; and exercise any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing: the right to take possession of the Personalty or any part thereof, and to take such other measures as Lender may deem necessary for the care, protection and preservation of the Personalty; (2) request Borrower at its expense to assemble the Personalty and make it available to Lender at a convenient place acceptable to Lender; and (3) sell the Personalty at public or private sale, and in connection with foregoing, Borrower agrees that any notice of sale, diSposition or other intended action by Lender with respect to the Personalty sent to Borrower in accordance with the provisions hereof at least ten (10) days prior to such action, shall constitute commercially reasonable notice to Borrower; apply any sums then held in escrow or otherwise by Lender in accordance with the terms of this Deed of Trust or any other Loan Document to the payment of the following items in any order in its discretion: (1) Taxes and other charges relating to the Mortgaged Premises; (2) insurance premiums; (3) interest on the unpaid principal balance of the Note; (4) amortization of the unpaid principal balance of the Note; and (5) all other sums payable pursuant to the Note, this Deed of Trust and the other Loan Documents, including without limitation advances made by bender pursuant to the terms of this Deed of Trust; surrender the insurance policies maintained pursuant to the Agreement, collect the unearned insurance premiums thereon and apply such sums as a credit on the Indebtedness in such priority and proportion as Lender in its discretion shall deem proper, and in connection therewith, Borrower hereby appoints Lender as agent and attorney in fact (which is coupled with an interest and is therefore irrevocable) for Borrower to collect such insurance premiums; (I) pursue such other remedies as Lender may have under applicable law or under the Loan Documents; apply the undisbursed balance of any deposit made by Borrower to ?nance a Restoration, together with interest thereon, to the payment of the Indebtedness in such order, priority and proportions as Lender shall deem to be appropriate in its discretion; or (11) under the power of sale hereby granted, Lender shall have the discretionary right to cause some or all of the Mortgaged Premises, including any Personalty, to be sold or otherwise disposed of in any combination and in any manner permitted by applicable law. In the event of a sale, by foreclosure or otherwise, of less than all of the Mortgaged Premises, this Deed of Trust shall continue as a lien and security interest on the remaining portion of the Mortgaged Premises unimpaired and without loss of priority. In the event of a sale, by foreclosure, power of sale, or otherwise, Lender may bid for and acquire the Mortgaged Premises and, in lieu of paying cash therefor, may makesettlement for the purchase price by crediting against the Indebtedness the amount of the bid made therefor, after deducting therefrom the expenses of the sale, the cost of any enforcement proceeding hereunder and any other sums which Lender is authorized to deduct under the terms hereof, to the extent necessary to satisfy such bid. 8.2 Effect of Sale Upon Borrower. Any sale or sales made under or by virtue of this Article 8, whether made under or by virtue of judicial proceedings, power of sale, or of a 217938-1 0084 judgment or decree of foreclosure and sale, shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Borrower in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against the Borrower and against any and all persons claiming or who may claim the same, or any part thereof from, through or under the Borrower. Upon the completion of any sale or sales made under or by virtue of this Article 8, whether made under or by virtue of judicial proceedings, power of sale, or of a judgment or decree of foreclosure and sale, the Trustee or Lender, depending on the interests and rights sold, or an of?cer of the court empowered so to do, shall execute and deliver to the purchaser or purchasers a good and suf?cient instrument or instruments, conveying, assigning and transferring all estate, right, title and interest of Borrower in and to the Mortgaged Premises and rights sold, including the estates of Borrower as lessee under the Ground Lease and as sublessor under any Leases, but without any covenant or warranty, express or implied. The recitals in such instrument(s) of any matters of fact shall be conclusive proof of the truthfulness thereof. Trustee is hereby appointed, which appointment is coupled with an interest and is irrevocable, and which appointment shall become effective upon the occurrence of an Event of Default, the true and lawful attorney of Borrower, in its name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the Mortgaged Premises and rights so sold and for that purpose Trustee may execute all necessary instruments of conveyance, assignment and transfer, and may substitute one or more Persons with like power, Borrower hereby ratifying and con?rming all that its said attorney or such substitute or substitutes shall lawfully do by virtue hereof. Nevertheless, Borrower, if so requested by Lender or Trustee, shall ratify and con?rm any such sale or sales by executing and delivering to Lender, Trustee or to such purchaser or purchasers, all such instruments as may be advisable, in the judgment of Lender or Trustee, for that purpose, and as may be designated in any such request. 8.3 Purchase of Mortgaaed Premises. Lender shall have the right to be a purchaser at any sale made under or by virtue of this Deed of Trust, whether made under or by virtue of judicial proceedings, power of sale, or of a judgment or decree of foreclosure and sale, and on so purchasing shall have the right to be credited upon the amount of the bid made therefor with the amount payable to Lender out of the net proceeds of such sale. In the event of any such sale, the Obligations under the Note, if not previously due, shall be and become immediately due and payable without demand or notice of any kind. 8.4 Waiver of Right of Redemption - Exemptions Waived. Borrower will not at any time insist upon, or plead, or in any manner whatsoever claim or take any bene?t or advantage of a stay or extension or moratorium law, any exemption from attachment, execution or sale of the Mortgaged Premises, or any part thereof, whether enacted now or at any time hereafter in force, which may affect the covenants and terms of performance of this Deed of Trust, nor claim, take or insist upon any bene?t or advantage of any law now or hereafter in force providing for the valuation or appraisal of the Mortgaged Premises, or any part thereof, prior to any sale or sales thereof which may be made pursuant to any provision herein, or pursuant to the decree, judgment or order of any court of competent jurisdiction; nor after any such sale or sales, claim or exercise any right under any statute heretofore or hereafter enacted to redeem the Mortgaged Premises so sold, or any part thereof, and Borrower hereby expressly waives all bene?t and advantage of any such law or laws, and covenants not to hinder, delay or impede the execution of any right, power or remedy herein granted or delegated to Lender, but to suffer and permit the execution of every right, power or remedy as though no such law or laws had been made or enacted. Borrower, for museum. 10 15 21793840084 itself and all who claim under it, waives, to the extent that it lawfully may, the bene?t of any homestead exemption. 8.5 No Merger. It is the intention of the parties hereto that if Lender shall at any time hereafter acquire title to all or any portion of the Mortgaged Premises, then, and until the Obligations under the Note have been satis?ed in full, the interest of, Lender hereunder and the lien of this Deed of Trust shall not merge or become merged in or with the estate and interest of Lender as the holder and owner of title to all or any portion of the Mortgaged Premises and that, until such payment, the estate of Lender in the Mortgaged Property and the lien of this Deed of Trust and the interest of Lender hereunder shall continue in force and effect to the same extent as if Lender had not acquired title to all or any portion of the Mortgaged Premises. 8.6 Application of Proceeds. The proceeds of any sale made under or by virtue of this Article 8, whether made under or by virtue of judicial proceedings, power of sale, or of a judgment or decree of foreclosure and sale, together with any other sums which may then be held by Lender pursuant to this Deed of Trust shall be applied as follows: E, to the payment of the actual costs and expenses of such sale or sales, including reimbursement of Attorney Fees, and of any judicial or other proceedings wherein the same may be made, and of all expenses, liabilities and advances made or incurred by Lender under this Deed of Trust, together with interest at the Default Rate on all advances made by Lender, and of taxes, assessments or other charges, except any taxes, assessments or other charges subject to which the Mortgage Premises shall have been sold. Second, to the payment of any actual expenses, charges, losses, indemni?es, penalties, premiums and late payment premiums) and all other amounts due under the Agreement, the Note, this Deed of Trust or any other Loan Document, excluding interest and principal. Third, to the payment of interest on the unpaid principal due under the Note. Fourth, to the payment of principal due under the Note. Fifth, to the payment of all other Obligations under the Note in such order or priority as may be provided under the Agreement, the Note, this Deed of Trust or any agreement executed in connection herewith or therewith. Sixth, to the payment of the surplus, if any, to whomsoever may be lawfully entitled to receive the same (including, if applicable, Borrower). 8.7 Remedies Cumulative. All rights and remedies of Lender under this Deed of Trust are cumulative and in addition to such other rights as Lender may have at law or in equity or pursuant to the Loan Documents. Lender may enforce any one or more remedies or rights hereunder successively or concurrently. NY1266033J0 21793340084 SECTION 9 WAIVER OF MARSHALING 9.1 Waiver of Marshaling. Deepite the existence of interests in the Mortgaged Premises other than that created by this Deed of Trust, and despite any other provision of this Deed of Trust, if Borrower defaults in paying the Indebtedness or in performing any Obligations under the Note, Lender shall have the right, in Lender?s sole and absolute discretion, to establish the order in which the Mortgaged Premises will be subjected to the remedies provided in this Deed of Trust and to establish the order in which all or any part of the Indebtedness secured by this Deed of Trust is satis?ed from the proceeds realized on the exercise of the remedies provided in this Deed of Trust. Borrower and any person who now has or later acquires any interest in the Mortgaged Premises with actual or constructive notice of this Deed of Trust waives any and all rights to require a marshaling of assets or to cause Lender to proceed against any other security for the Loan in connection with the exercise of any of the remedies provided in this Deed of Trust or otherwise provided by Legal Requirement. SECTION 10 RIGHTS TO MODIFY LOAN 10.1 Consents and Modi?cations Borrower and Lien Not Released. Whether or not an Event of Default has occurred and is continuing, at Lender?s option, without notice to or consent from Borrower (except as provided in clauses and below), any guarantor of the Indebtedness of Borrower?s Obligations under the Note, or any holder or claimant of a lien or interest in the Mortgaged Premises that is junior to the lien of this Deed of Trust, and without incurring liability to Borrower or any other person by so doing, Lender may, from time to time, extend the time for payment of all or any portion of Borrower?s Indebtedness under the Loan Documents; accept from Borrower a renewal note or notes, or release any person from liability, for all or any portion of such Indebtedness; (0) agree with Borrower to modify the terms and conditions of payment under the Loan Documents; reduce the amount of the installments due under the Agreement; (6) reconvey or release other or additional security for the repayment of Borrower?s Indebtedness under the Loan Documents; approve the preparation or ?ling of any map or plat with respect to the Mortgaged Premises or Land; enter into any extension agreement with Borrower or subordination agreement with Borrower affecting the Mortgaged Premises or the lien of this Deed of Trust; and agree with Borrower to modify the term, the rate of interest, or the period of amortization of the Note or alter the amount of the installments payable under the Note. No action taken by Lender under this paragraph shall be effective unless it is in writing, subscribed by Lender, and, except as expressly stated in such writing, no such action will impair or affect Borrower?s obligation to pay the Indebtedness secured by this Deed of Trust and to observe all Obligations of Borrower under the Note; (ii) the guaranty of any Person of the payment of the Indebtedness secured by this Deed of Trust; or the lien or priority of the lieu of this Deed of Trust. At Lender?s request, Borrower shall pay Lender a reasonable service charge, together with all insurance premiums and Attorney Fees as Lender may have advanced, for any action taken by Lender under this paragraph. Whenever Lender?s consent or approval is speci?ed as a condition of any provision 21793840034 of this Deed of Trust, such consent or approval shall not be effective unless such consent or approval is in writing. SECTION 1'1 WAIVER OF RIGHT OF OFFSET 11.1 Waiver of Right of Offset. No portion of the Indebtedness secured by this Deed of Trust shall be or be deemed to be offset or compensated by all or any part of any claim, cause of action, counterclaim, or crests-claim, whether liquidated or unliquidated, that Borrower may have or claim to have against Lender. TRUSTEE. DUTY T0 RECONVEY 12.1 Trustee. Trustee shall be deemed to have accepted the terms of this trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided bylaw. Trustee shall not be obligated to notify any party to this Deed of Trust of any pending sale under any other deed of trust or of any action or proceeding in which Borrower, Lender, or Trustee is a party. 12.2 Power of Trustee to Reconvev or Consent. At any time, without liability and without notice to Borrower, on Lender?s written request and presentation of the Note and this Deed of Trust to Trustee for endorsement, and without altering or affecting the personal liability of Borrower or any other person for the payment of the Indebtedness under the Note secured by this Deed of Trust, or the lien of this Deed of Trust on'the remainder of the Mertgaged Premises as security for the repayment of the full amount of the Indebtedness then or later secured by this Deed of Trust, or any right or power of Lender or Trustee with respect to the remainder of the Mortgaged Premises, Trustee may reconvey or release any part of the Mortgaged Premises from the lieu of this Deed of Trust; (ii) approve the preparation or ?ling of any map or plat of the Mortgaged Premises or Land; join in the granting of any easement burdening the Mortgaged Premises; or (iv) enter into any extension or subordination agreement affecting the Mortgaged Premises or the lien of this Deed of Trust. 12.3 Substitution of Trustee. Lender, at Lender?s option for any reason and without the consent or joinder of the Borrower, may from time to time, by written instrument, substitute a successor or successors to any Trustee named in or acting under this Deed of Trust, which instrument, when executed and acknowledged by Lender, shall constitute conclusive proof of the proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the predecessor Trustee, succeed to all right, title, estate, powers, and duties of such predecessor Trustee, including, Without limitation, the power of sale and power to reconvey the Mortgaged Premises. The procedure provided in this paragraph for substitution of Trustees is not exclusive of other provisions for substitution provided by Legal Requirement. 13 21793340034 SECILQLLE REQUEST FOR NOTICE OF DEFAULT 13.1 Rguest for Notice of Default. The undersigned Borrower requests that a copy of any notice of default and any notice of sale under this Deed of Trust be mailed to Borrower at its address speci?ed in the Agreement. SECTION 14 LIENS Mechanics? LienS.? Subject to?the terms of the rights to contest set forth in the de?nition of ?Permitted Encumbrances? set forth in the Agreement-and Section 4.17 of the Agreement, Borrower shall pay from time to time When due, all law?il-claims and demands of mechanics, materialmen, laborers, and others that, if unpaid, might result in, or permit the creation of, alien on the Mortgaged Premises that are not Permitted Encumbrances or any part of it, or on the Rents arising there?om, and in general shall do or cause to be? done everything necessary so that the lien and security interest of this Deed of Trust shall be preserved, at Borrower?s expense, without expense to Lender; provided, however, that if Legal Requirements empower Borrower to discharge of record any mechanics?, laborer?s, materialman?s, or other lien against the Mortgaged PremiSes by the posting of a bond or other security, Borrower shall not have to make such payment if Borrower pests such bond or'other security or otherwise acts in accordance with the terms of the de?nition Of ?Permitted Encumbrances? set forth in the Agreement or Section 4.1? of the Agreement. I - -- LIABILITY FOR ACTS OR OMISSIONS 15.1 Liability for Acts or Omissions. Lender shall not be liable or responsible for its acts or omissions under this Deed of Trust, except for Lender?s own gross negligence or willful misconduct, or be liable or- responsible for any acts or omissions of any agent, attorney, or employee of Lender, if selected with reasonable care. 7 SECTION 16 STATEMENT OF OBLIGATIONS 16.1 Statement of Obligations. Except as. otherwise provided by Legal Requirements, at Lender?s request,?BormWer shall pay to Lender such fee as may then be provided by law as the maximum chargefor each statement of obligations, Lender?s statement,?Lender?s demand, payoff statement, or other statement on the condition of, or balance owed, under the Note or secured by this Deed of Trust; 1431266083.?) 19 2 7938?10034 1-..- - - consequential damages which may be alleged as a result of the Loan or the transactions contemplated hereby, including any breach or other default by any party hereto. 17.6 Notices. All notices, consents, approvals and requests required or permitted hereunder shall be in writing, and shall be sent, and shall be deemed effective, as provided in the Agreement. 17.7 Remedies Are Cumulative. Each remedy in this Deed of Trust is separate and distinct and is cumulative to all other rights and remedies provided by this Deed of Trust or by Legal Requirement, and each may be exercised concurrently, independently, or successively, in any order whatsoever. 17.8 Delegation of Authority. Whenever this Deed of Trust provides that Borrower authorizes and appoints Lender as Borrower?s attorney-in?fact to perform any act for or on behalf of Borrower or in the name, place, and stead of Borrower, Borrower expressly understands and agrees that this authority shall be deemed a power coupled with an interest and such power shall be irrevocable. 17.9 Obligations of Borrower Joint 3% Several. If more than one Person is named as Borrower, each obligation of Borrower under this Deed of Trust shall be the joint and several obligations of each such Person. - 17.10 Severabili?gg. If any provision of the Loan Documents, or the application of them to the circumstances, is held void, invalid, or unenforceable by a court of competent jurisdiction, the Loan Documents, and the applications of such provision to other parties or circumstances, shall not be affected thereby, the provisions of the Loan Documents being severable in any such instance. 17.11 Waiver of Statute of Limitations. Borrower waives the right to assert any statute of limitations as a defense to the Loan Documents and the Obligations under the Note secured by this Deed of Trust, to the fullest extent permitted by Legal Requirement. 17.12 Successors and Assigs. Except as otherwise provided in the Agreement and otherwise subject to Sections 8 and 9 of this Deed of Trust, this Deed of Trust applies to, inures to the bene?t of, and binds, the respective heirs, legatees, devisees, administrators, executors, successors, and assigns of each party to this Deed of Trust. 17.13 Meaning of Certain Terms. As used in this Deed of Trust and unless the context otherwise provides, the words ?herein,? ?hereunder? and ?hereof? mean and include this Deed of Trust as a whole, rather than any particular provision of it. 17.14 Authorized Agents. In exercising any right or remedy, or taking any action provided in this Deed of Trust, Lender may act through its employees, agents, or independent contractors, as Lender expressly authorizes. 17.15 Captions. Captions and paragraph headings used in this Deed of Trust are for convenience of reference only, are not a part of this Deed of Trust, and shall not be used in construing it. NY126608810 21 21793840084 17.16 Con?ict with Agreement. In the event of a con?ict between the terms of this Deed of Trust and the terms of the Agreement, the Agreement shall prevail. SECTION 18 WAIVER OF RIGHT TO JURY TRIAL 18.1 WAIVER OF RIGHT TO JURY TRIAL. TO THE EXTENT NOW OR HEREAFTER PERMITTED BY APPLICABLE LAW, BORROWER AND LENDER AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED ON OR ARISING FROM THIS DEED OF TRUST. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. BORROWER AND, BY ITS ACCEPTANCE OF THE BENEFITS OF THIS DEED OF TRUST, LENDER EACH (A) ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR BORROWER AND LENDER TO ENTER INTO A BUSINESS RELATIONSHIP, THAT BORROWER AND LENDER HAVE ALREADY RELIED ON THIS WAIVER BY ENTERING INTO THIS DEED OF TRUST OR ACCEPTING ITS BENEFITS, AS THE CASE MAY BE, AND THAT EACH SHALL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS, AND (B) FURTHER WARRANTS AND REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS DEED OF TRUST. SECTION 19 ASSIGNMENT OF RENTS AND LEASES 19.1 Assign_ment of Rents and Leases. To ?lrther secure the payment of the Indebtedness and the ?ll and timely performance and discharge of the Obligations under the Note, but subject to Borrower?s rights and obligations under Section 4.13 of the Agreement, Borrower hereby grants, transfers and assigns to Lender: any and all Leases, and (ii) all right, title and interest of Borrower in the Rents, together with all bene?ts and advantages to be derived ?'om said Leases, to hold and receive them unto Lender, and together with all rights against guarantors, if any, of the obligations of the tenants, all subject, however, to the right and license granted to Borrower in Section 19.1w} below. The foregoing assignment is intended to be speci?c, choate, and perfected upon the recording of this Deed of Trust, in accordance with applicable law. Intentionally Deleted. NY1266088.10 21793340084 Upon issuance of a certi?cate of title, deed or deeds pursuant to or in lieu of foreclosure of this Deed of Trust, all right, title and interest of Borrower in and to any Leases shall thereupon vest in and become the absolute property of the purchaser, grantee or grantees identi?ed in such certi?cate of title, deed or deeds (as applicable) without any further act or assignment by Borrower. Borrower hereby irrevocably appoints Lender or Trustee and their respective successors and assigns as its agent and attorney in fact to execute all instruments of assignment for further assurance in favor of such purchaser, grantee or grantees identi?ed in such certi?cate of title, deed or deeds (as applicable), as may be necessary or desirable for such purpose. This assignment constitutes an absolute, unconditional and presently effective assignment; provided, however, that Lender hereby grants to Borrower the right and license to enter into and otherwise deal with any Leases, as applicable to each of them, including collecting and receiving the Rents and other amounts due under any Leases as they become due (not more than one month in advance), until the occurrence of any Event of Default, in which event the foregoing right and license shall beterminated and of no further force and effect during the continuance of such Event of Default, and Lender shall be entitled to all Rents and other amounts then due under any Leases and thereafter accruing without necessity of any further action by Lender, including without limitation, the institution of legal proceedings of any kind whatsoever, any action to take possession of the Mortgaged Premises or any portion thereof or any action for the appointment of a receiver, and this Deed of Trust shall constitute a direction to and full authority to the tenants to pay all such amounts to Lender upon notice to the tenants from Lender. Each of the tenants upon written notice from Lender, shall be and is hereby authorized by Borrower to pay to Lender any Rents, rental or other sums which may be or thereafter become due under any Leases and to perform each of such tenant?s undertakings under any Leases without any obligations to determine whether or not such an Event of Default has in fact occurred. The requirement for notice to the tenants is intended solely for the bene?t of such tenants and not for the bene?t of Borrower or any other person claiming through or under Borrower, and all payments made to Borrower or by tenants during the continuance of an Event of Default, whether before or after notice to the tenants that an Event of Default has occurred, shall be held in trust by Borrower for the bene?t of Lender. Borrower hereby irrevocably appoints and empowers Lender, its agents or attorneys, as Borrower?s true and lawful attorney in its name and stead (with or without taking possession of the Mortgaged Premises personally, by receiver or as provided herein, it being understood such power of attorney is coupled withan interest) to rent, lease or let all or any portion of the Mortgaged Premises to any party or parties at such rental and upon such terms as Lender shall, in its discretion, determine, and to collect, sue for, settle, compromise and give acquittanees for all Rents arising or accruing at any time hereafter, and all now due or that may hereafter become due under each and every one of the Leases, and all rights and claims of any kind which Borrower now has or may hereafter have against any tenant under any Lease or any subtenants or occupants of the Mortgaged Premises, and to avail itself of and pursue all remedies for the enforcement of the Leases and Borrower?s rights in and under the Leases as Borrower might have pursued but for this assignment, with the same rights and powers and subject to the same immunities, exoneration of liability and rights of recourse and indemnity as Lender would have upon taking possession of the Mortgaged Premises hereunder. Lender agrees that it will not NY1266088. 10 23 21793340034 exercise such right and power except upon the occurrence and during the continuance of any Event of Default hereunder. Borrower represents and agrees that no Rent has been or will be paid by any person in possession of any portion of the Mortgaged Premises for more than one (1) installment in advance and. that, except as authorized in this Deed of Trust, the payment of none of the Rents to accrue for any portion of the said Mortgaged Premises will be waived, released, reduced, discounted or otherwise discharged or compromised by Borrower except (it) in connection with a termination of a Lease or in the ordinary course of business consistent with commercially reasonable practices for properties similar to the Mortgaged Premises. As between Borrower and Lender, Borrower waives any rights of set off against any person in possession of any portion of the Mortgaged Premises. Borrower agrees that it will not assign any of the Rents, except to a purchaser or grantee of the Mortgaged Premises permitted by Lender. Nothing herein contained shall be construed as constituting Lender as a ?mortgagee in possession? in the absence of the taking of actual possession of the Mortgaged Premises by Lender. In the exercise of the powers herein granted to Lender, no liability shall be asserted or enforced against Lender, all such liability (except for the gross negligence or willful misconduct of Lender) being expressly waived and released by Borrower to the fullest extent permitted by law. Nothing contained herein, including without limitation the assignment provisions set forth above, shall impose upon Lender any duty to produce any rents, issues or pro?ts or cause Lender to be responsible for performing any of the obligations of lessor under any Lease, or (ii) responsible for performing any of the obligations of lessee under the Ground Lease, or responsible or liable for any waste or for any dangerous or defective conditions of the Mortgaged Premises, for negligence (other than gross negligence) in the management, upkeep, repair or control of the Mortgaged Premises, or for any other act or omission by any other Person. Borrower further agrees to assign and transfer to Lender all future Leases upon all or any part of the Mortgaged Premises and to execute and deliver, at the request of Lender, all such further assurances and assignments in the Mortgaged Premises as Lender shall from time to time reasonably require. If Lender?s consent or approval, is required for any Lease under the terms of the Loan Agreement, nothing contained in this Section 19.] shall in any way or manner constitute, infer or imply Lender?s consent to or approval of any Lease with respect to any portion of the Mortgaged Premises. SECTION 20 MISCELLANEOUS PROVISIONS 20.1 Lender?s Rights With Respect to Ground Lease. Pursuant to and in accordance with the Agreement, Borrower shall not surrender, terminate, or cancel the Ground Lease or Borrower?s leasehold estate and interest therein, or subordinate the Ground Lease or Borrower?s leasehold estate and interest therein to any mortgage, deed of trust, or other lien on the Ground Lessor?s fee title to the Mortgaged Premises, and will not, without the prior written consent of 211'938-10034 Lender, materially change, supplement, alter or amend the Ground Lease, either orally or in writing. Any termination, cancellation, or surrender of the Ground Lease by Borrower, or any material modi?cation, change, supplement, alteration or amendment of the Ground Lease, without the prior written consent of the Lender if such consent is required by the terms of the Agreement, shall be void and of no force and effect. 20.2 Acquisition by Borrower or an Af?liate of a Fee Interest in the Land or Improvements. If Borrower or any Affiliate acquires any fee interest in the Land,. Improvements and/or Fixtures, Borrower shall immediately send Lender written notice thereof and grant or cause its Af?liate to grant to Trustee for the bene?t of Lender a ?rst lien security interest in the entire fee interest in the Land, Improvements and Fixtures owned by Borrower and/or its Af?liate under this Deed of Trust so this Deed of Trust thereafter encumbers such entire fee interest in the Land, Improvements and Fixtures. 20.3 No Merger of Fee and Leasehold. Unless the Lender shall otherwise expressly consent in writing, the fee title to the Land, certain Improvements and other real property demised by the Ground Lease and the leasehold estate thereunder shall not merge, but shall always remain separate and distinct, notwithstanding the union of such estates either in the Borrower or in a third party by purchase or otherwise. 20.4 Execution Under Seal. Borrower agrees that this instrument is executed under seal. If Borrower is a corporation, the designation on this instrument shall be as effective as the af?xing of Borrower?s corporate seal physically to this instrument. RELEASE AND SATISFACTION 0F DEED OF TRUST 21.1 Release and Satisfaction of Deed of Trust. Lender shall, following Borrower?s request and upon payment in full of the Indebtedness and performance by Borrower and/or Guarantor of all of their other obligations under this Deed of Trust and the other Loan Documents, execute and deliver to Borrower, at no cost to Lender, a release and satisfaction of this Deed of Trust, in form reasonably acceptable to Borrower and Lender. Borrower shall not be required to pay Lender a fee for delivering such release and satisfaction, but shall be required to pay Lender?s reasonable costs and expenses in connection with delivering such release and satisfaction (including reasonable Attorney Fees). NY1266033JD 25 21793340034 IN WITNESS WHEREOF, Borrower has executed and delivered this Deed of Trust as of the date ?rst written above. Date: Auem? 2014 BORROWER: Name: Donald J. Trum Title: President Witnessed: Kw NY1266088 SIGNATURE PAGE TO DEED OF TRUST, ASSIGNMENT OF LEASEs AND RENTS, FIXTURE FILING, AND SECURITY AGREEMENT STATE OF ss. COUNTY OF U800 Eh On May 14333014, before me, WM. a Notary Public in and for said state, personally appeared Donald J. mp, as President Trump Old Post Of?ce LLC, a Delaware limited liability company, personally known to me (or proved to me on the basis of satisfactory evidence) to be the personw whose name?s)? is/are subscribed to the within Leasehold Deed of Trust, Assignment of Leases and Rents, Fixture Filing, and Security Agreement (the ?instrument?), and aCknowledged to me that he/she?they executed the same in his/her/their authorized capacityaesf), and that by his/heslthei: signaturgsa?on the instrument the person(s), or the entity upon behalf of which the personMcted, executed the instrument. WITNESS my hand and of?cial seal. Signature My Commission Expires: ?rm r'g; otarial Seal drum 3 wk - gesturing Jae-y. - . . Qqs?? New York . Expires September 20:7 NY1266088 NOTARY PAGE TO DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, FIXTURE FILING, AND SECURITY AGREEMENT EXHIBIT A Legal Description of Land LEGAL DESCRIPTION All of those lots or parcels of land located in the District of Columbia and more particularly described as follows: Version 1: Note: The following legal description labeled ?Version 1? is from that certain First Amendment to Ground Lease by and between the United States of America, acting by and through the Administrator of General Services (?Ground Lessor"), as landlord, and Trump Old Post Of?ce LLC (?Borrower?), as tenant, dated as of March 3, 2014 and as evidenced by that certain Con?rmation Agreement dated as of March 3, 2014 and recorded on May 7, 2014 as Instrument No. 2014040129 among the Land Records of the District of Columbia (which superseded the legal description from that certain Ground Lease by and between the Ground Lessor, as landlord, and Borrower, as tenant, dated as of August 5, 2013 and as evidenced by that certain Memorandum of Lease dated as of August 13, 2013 and recorded on August 14, 2013 as Instrument No. 2013095328 among the Land Records of the District of Columbia). LEGAL DESCRIPTION - PART A LOT 802 - SQUARE ?323 LOTS 808 809 - SQUARE 324 BEING ALL OF ASSESSMENT AND TAXATION LOT 802 IN SQUARE 323 AS ASSIGNED BY THE DISTRICT OF COLUMBIA OFFICE OF TAX AND REVENUE ON SEPTEMBER 5, 2013, SAID LOT 802 HAVING BEEN CREATED BY COMBINING FORMER LOT 800 AS SHOWN ON A 8: TRACING 323 AND PART OF STREET, N.W. CLOSED AS SHOWN ON A PLAT OF SUBDIVISION RECORDED JULY 2, 2013 AND REVISED JULY 19, 2013 IN SUBDIVISION BOOK 207 AT PAGE 138, BOTH ON FILE lN THE OFFICE OF THE SURVEYOR OF THE DISTRICT OF COLUMBIA AND LOTS 808 AND 809 IN SQUARE 324 AS ASSIGNED BY THE DISTRICT OF COLUMBIA OFFICE OF TAX AND REVENUE ON SEPTEMBER 5, 2013; ALL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS IN THE MERIDIAN OF THE DISTRICT OF COLUMBIA OFFICE: BEGINNING AT A POINT AT THE NORTHWEST CORNER OF SQUARE 323 IN ORIGINAL RECORD OF SQUARES BOOK 2 AT PAGE 323 RECORDED IN THE SAID RECORDS OF THE OFFICE OF THE SURVEYOR, SAID POINT ALSO BEING AT THE INTERSECTION OF THE EASTERLY LINE OF 12TH STREET. MW. (85 FEET WIDE) AND THE SOUTHERLY LINEOF STREET, NW. (70 FEET WIDE), SAID POINT ALSO BEING THE NORTHWEST CORNER OF SAID LOT 802; THENCE BINDING ON AND RUNNING WITH SAID SOUTHERLY LINE OF STREET, N.W., THE NORTHERLY LINE OF SQUARE 323 AND THE NORTHERLY LINE OF LOT 802 1. DUE EAST, 200.17 FEET (RECORD AND SURVEY) TO A POINT AT THE NORTHEAST CORNER OF SQUARE 323, SAID POINT ALSO BEING THE NORTHWEST CORNER OF SAID LOT 808 IN SQUARE 324; THENCE LEAVING SQUARE 323 AND BINDING ON AND RUNNING WITH THE SOUTHERLY LINE OF AVENUE. NW. (160 FEET WIDE), THE NORTHERLY LINE OF 11TH NY1266088. 10 21793840084 STREET, N.W. CLOSED AS SHOWN ON A PLAT OF SUBDIVISION RECORDED IN SUBDIVISION BOOK 99 AT PAGE 130 AMONG THE SAID RECORDS OF THE OFFICE OF THE SURVEYOR AND THE NORTHERLY LINE OF SAID LOT 808 2. SOUTH 70? 16' 17" EAST, 103.56 FEET (RECORD AND SURVEY) TO A POINT, SAID POINT ALSO BEING THE NORTHWEST CORNER OF LOT 811 IN SQUARE 324 AS ASSIGNED BY THE DISTRICT OF COLUMBIA OFFICE OF TAX AND REVENUE ON SEPTEMBER 5, 2013; THENCE RUNNING AT A RIGHT ANGLE TO AVENUE, N.W. AND BEING COLLINEAR WITH THE NORTHWESTERLY LINE OF A GRANITE WALL ENCLOSING AN AREAWAY OF THE ADJACENT INTERNAL REVENUE SERVICE (IRS) BUILDING LOCATED AT 1100 CONSTITUTION AVENUE, N.W. AND ALSO RUNNING IN, THROUGH, OVER AND ACROSS SAID 11TH STREET, N.W. CLOSED THE FOLLOWING FIFTEEN (15} COURSES AND DISTANCES AND ALSO BINDING ON AND RUNNING WITH COMMON LINES BETWEEN SAID LOTS 808 AND 811 THE FOLLOWING NINETEEN (19) COURSES AND DISTANCES 3. SOUTH 19? 43' 43" WEST, 14.82 FEET (RECORD AND SURVEY) TO A THENCE RUNNING PARALLEL TO AND APPROXIMATELY 0.17 OFF OF THE WATER TABLE OF SAID IRS BUILDING THE FOLLOWING SIX COURSES AND DISTANCES 4. NORTH 70? 58' 55" WEST, 3.66 FEET (RECORD AND SURVEY) TO A THENCE 5. SOUTH 19? 01' 05" WEST, 10.11 FEET (RECORD AND SURVEY) TO A THENCE 6. NORTH 89? 56' 18" WEST. 18.61 FEET AND SURVEY) TO A THENCE 7. SOUTH 00? 03' 42" WEST, 20.17 FEET (RECORD AND SURVEY) TO A THENCE 8. NORTH 89? 56' 18" WEST, 1.53 FEET (RECORD AND SURVEY) TO A THENCE 9. SOUTH 00? 03' 42" WEST, 15.94 FEET (RECORD AND SURVEY) TO A THENCE RUNNING WITH THE BASE OF A GRANITE WALL AT A WESTERN ENTRANCE TO SAID IRS BUILDING NY1266088.10 29 21793340034 10. NORTH 89? 56' 18" WEST, 5.40 FEET (RECORD AND SURVEY) TO A THENCE RUNNING THROUGH GRANITE WALLS AND PARALLEL TO SAID IRS BUILDING 11. SOUTH 00? 03' 42" WEST, 20.46 FEET (RECORD AND SURVEY) TO A THENCE RUNNING WITH THE BASE OF A GRANITE WALL AT A WESTERN ENTRANCE TO SAID IRS BUILDING 12. SOUTH 89? 56' 18" EAST, 5.40 FEET (RECORD AND SURVEY) TO A THENCE RUNNING PARALLEL TO AND APPROXIMATELY 0.17 FEET OFF OF THE WATER TABLE OF SAID IRS BUILDING THE FOLLOWING SIX (6) COURSES AND DISTANCES 13. SOUTH 00? 03' 42" WEST, 15.83 FEET (RECORD AND SURVEY) TO A THENCE 14. SOUTH 89? 56' 18" EAST, 1.53 FEET (RECORD AND SURVEY) TO A THENCE 15. SOUTH 00? 03? 42" WEST. 20.10 FEET (RECORD AND SURVEY) TO A THENCE 16. SOUTH 89? 56' 18" EAST. 1.87 FEET (RECORD AND SURVEY) TO A POINT: THENCE 17. SOUTH 00? 03' 42" WEST, 5.20 FEET (RECORD AND SURVEY) TO A THENCE 18. SOUTH 84? 35' 30" EAST, 143.96 FEET (RECORD AND SURVEY) TO A POINT. CROSSING THE EAST LINE OF SAID 11TH STREET, N.W. CLOSED AND THE WEST LINE OF FORMER SQUARE 349 AS SHOWN IN ORIGINAL RECORD OF SQUARES BOOK 2 AT PAGE 349 RECORDED IN THE SAID RECORDS OF THE OFFICE OF THE SURVEYOR AT A DISTANCE OF 42.73 FEET (RECORD AND SURVEY) FROM THE BEGINNING OF THIS THENCE BINDING ON AND RUNNING WITH THE WATER TABLE OF SAID IRS BUILDING 19. SOUTH 00? 10' 31" WEST, 208.35 FEET (RECORD AND SURVEY) TO A POINT, NY1266088JO 30 2l7938-10084 CROSSING THE SOUTH LINE OF SAID FORMER SQUARE 349 AND THE NORTH LINE OF STREET, N.W. CLOSED PER SAID PLAT OF SUBDIVISION RECORDED IN SUBDIVISION BOOK 99 AT PAGE 130 AT A DISTANCE OF 69.94 FEET (RECORD AND SURVEY) FROM THE END OF THIS THENCE RUNNING PARALLEL TO AND APPROXIMATELY 0.5 FEET NORTH OF THE NORTH FACE OF SAID IRS BUILDING 20. NORTH 89? 49' 29" WEST, 155.24 FEET (RECORD AND SURVEY) TO A POINT INTERSECTING THE GRANITE WALL SURROUNDING THE AREAWAY FOR THE IRS THENCE RUNNING WITH THE OUTSIDE FACE OF THE GRANITE WALL THE FOLLOWING THREE (3) COURSES AND DISTANCES 21. NORTH 00? 10' 31? EAST. 6.00 FEET (RECORD AND SURVEY) TO A THENCE 22. NORTH 89? 49' 29" WEST. 76.57 FEET (RECORD AND SURVEY) TO A POINT. CROSSING THE WEST LINE OF SAID LOT 808 IN SQUARE 324, THE WEST LINE OF SAID STREET, N.W. CLOSED PER SAID SUBDIVISION BOOK 99 AT PAGE 130 AND THE EAST LINE OF STREET. N.W. CLOSED AS SHOWN ON A PLAT OF SUBDIVISION RECORDED IN SUBDIVISION BOOK 20'! AT PAGE 138 AT A DISTANCE 20.22 FEET (RECORD AND SURVEY) FROM THE END OF THIS THENCE BINDING ON AND RUNNING WITH COMMON LINES BETWEEN LOT 802 IN SQUARE 323 AND LOT 811 IN SQUARE 324 THE FOLLOWING TEN (10) COURSES AND DISTANCES 23. SOUTH 00? 10' 31" WEST, 6.00 FEET (RECORD-AND SURVEY) TO A THENCE RUNNING PARALLEL TO AND APPROXIMATELY 0.5 FEET NORTH OF THE NORTH FACE OF SAID IRS BUILDING 24. NORTH 89? 49' 29" WEST, 48.47 FEET (RECORD AND SURVEY) TO A POINT INTERSECTING A GRANITE THENCE RUNNING WITH THE OUTSIDE FACE OF THE GRANITE WALL THE FOLLOWING THREE (3) COURSES AND DISTANCES 25. NORTH 00? 10' 31" EAST, 10.87 FEET (RECORD AND SURVEY) TO A THENCE 26. NORTH 89? 49' 29" WEST, 1.18 FEET (RECORD AND SURVEY) TO A . THENCE 27. SOUTH 00? 10' 31" WEST, 0.32 FEET (RECORD AND SURVEY) TO A NY1266088JO 31 21793340034 THENCE BINDING ON AND RUNNING WITH THE EDGE OF THE BOTTOM GRANITE STEP THE FOLLOWING TWO (2) COURSES AND DISTANCES 28. NORTH 89? 49' 29" WEST, 29.54 FEET (RECORD AND SURVEY) TO A THENCE 29. 9.49 FEET ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 8.92 FEET, A DELTA ANGLE OF 60? 58' 13" AND A CHORD BEARING AND DISTANCE OF SOUTH 59? 41' 25" WEST, 9.05 FEET (RECORD AND SURVEY) TO A THENCE RUNNING WITH THE FACE OF THE BUILDING COLUMN THE FOLLOWING TWO (2) COURSES AND DISTANCES 30. NORTH 53? 37' 37" WEST, 1.73 FEET (RECORD AND SURVEY) TO A POINT: THENCE 31. SOUTH 36? 22' 23" WEST, 1.48 FEET (RECORD AND SURVEY) TO A THENCE RUNNING WITH AND BINDING ON THE EDGE OF A GRANITE BORDER THE FOLLOWING FIVE (5) COURSES AND DISTANCES 32. NORTH 53? 37' 37" WEST, 2.18 FEET (RECORD AND SURVEY) TO A THENCE 33. 87.61 FEET ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 183.50 FEET, A DELTA ANGLE OF 27? 21? 15" AND A CHORD BEARING AND DISTANCE OF SOUTH 50? 15' 14" WEST, 86.78 FEET (RECORD AND SURVEY) TO A POINT, CROSSING THE SOUTH LINE OF SAID LOT 802 IN SQUARE 323, THE SOUTH LINE OF SAID STREET, N.W. CLOSED PER SAID SUBDIVISION BOOK 207 AT PAGE 138. THE FORMER NORTHERLY LINE OF SQUARE 324 AS SHOWN IN ORIGINAL RECORD OF SQUARES BOOK 2 AT PAGE 324 AT A DISTANCE 23.77 FEET (RECORD AND SURVEY) ALONG SAID ARC FROM THE BEGINNING OF THIS THENCE BINDING ON AND RUNNING WITH COMMON LINES BETWEEN LOTS 809 AND 811 THE FOLLOWING THREE (3) COURSES AND DISTANCES 34. NORTH 42? 36' 13" WEST, 0.98 FEET (RECORD AND SURVEY) TO A THENCE 35. 6.39 FEET ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 5.14 FEET, A DELTA ANGLE OF 71? 17' 25" AND A CHORD BEARING AND DISTANCE OF NORTH 78? 14' 55" WEST, 5.99 FEET (RECORD AND SURVEY) TO A NYI266088JO 21793840034 36. 37. 38. THENCE 16.87 FEET ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 204.33 FEET, A DELTA ANGLE OF 4? 43' 52" AND A CHORD BEARING AND DISTANCE OF SOUTH 68? 28' 18? WEST, 18.87 FEET (RECORD AND SURVEY) TO A POINT ON THE SAID EAST LINE OF 12TH STREET, THENCE RUNNING WITH AND BINDING ON SAID EAST LINE THE FOLLOWING TWO (2) COURSES AND DISTANCES DUE NORTH. 41.61 FEET (RECORD AND SURVEY) TO A POINT ON THE NORTHWEST CORNER OF SAID LOT 809, SAID POINT ALSO BEING THE SOUTHWEST CORNER OF SAID STREET, N.W. CLOSED AND LOT 802 IN SQUARE 323; THENCE RUNNING WITH AND BINDING ON THE WEST LINE OF SAID LOT 802 I DUE NORTH. 386.92 FEET (RECORD AND SURVEY) TO THE POINT OF BEGINNING. CONTAINING AN AREA FOR PART A OF 133.249 SQUARE FEET OR 3.05898 ACRES OF LAND (RECORD AND SURVEY), MORE OR LESS. NOTE: AS OF THE DATE OF CERTIFICATION, THE LAND HEREIN DESCRIBED (THE IS DESIGNATED AMONG THE RECORDS OF THE ASSESSOR OF THE DISTRICT OF COLUMBIA, FOR ASSESSMENT AND TAXATION PURPOSES, AS LOT 802 IN SQUARE 323 AND LOTS 808 AND 809 IN SQUARE 324. 33 21793840084 LEGAL DESCRIPTION AIR RIGHT LOTS 7000, 7001 8? 7002 - SQUARE 324 BEING 3 STRIPS OR PARCELS OF LAND HEREINAFTER DESCRIBED AS BEING SURROUNDED BY AND ADJACENT TO ASSESSMENT AND TAXATION LOT 811 IN SQUARE 324 AS ASSIGNED BY THE DISTRICT OF COLUMBIA OFFICE OF TAX AND REVENUE ON SEPTEMBER 5, 2013- AND BEING MORE PARTICULARLY DESCRIBED IN THE MERIDIAN OF THE DISTRICT OF COLUMBIA OFFICE AS FOLLOWS: AIR RIGHT 7000 BEGINNING AT A POINT ON THE WATER TABLE OF THE WESTERLY FACE OF THE INTERNAL REVENUE SERVICE (IRS) BUILDING LOCATED AT 1100 CONSTITUTION AVENUE, N.W., SAID POINT LYING 231.57 FEET DUE SOUTH AND 412.18 FEET DUE EAST FROM THE NORTHWEST CORNER OF SQUARE 323, SAID CORNER ALSO BEING AT THE INTERSECTION OF THE EAST LINE OF 12TH STREET. N.W. (85 FT. WIDE) AND THE SOUTH LINE OF STREET, NW. (70 FT. WIDE), THENCE BINDING ON AND RUNNING WITH SAID LOT 811 THE FOLLOWING FOUR (4) COURSES AND DISTANCES 1. SOUTH 89? 49' 29" EAST, 7.15 FEET TO A THENCE 2. SOUTH 00? 10' 31" WEST, 12.66 FEET TO A THENCE 3. NORTH 89? 49? 29" WEST, 7.15 FEET TO A POINT ON SAID WATER TABLE OF THE IRS THENCE RUNNING WITH THE WATER TABLE ALONG THE FACE OF SAID IRS BUILDING 4. NORTH 00? 10' 31" EAST, 12.66 FEET TO THE POINT OF BEGINNING: CONTAINING 91 SQUARE FEET OR 0.00209 OF AN ACRE OF LAND. AIR RIGHT LOT 7001 BEGINNING AT A POINT ON THE WATER TABLE OF THE WESTERLY FACE OF THE INTERNAL REVENUE SERVICE (IRS) BUILDING LOCATED AT 1100 CONSTITUTION AVENUE, N.W., SAID POINT LYING 251.58 FEET DUE SOUTH AND 412.12 FEET DUE EAST FROM THE NORTHWEST CORNER OF SQUARE 323, SAID CORNER ALSO BEING AT THE INTERSECTION OF THE EAST LINE OF 12TH STREET, NW. (85 FT. WIDE) AND THE SOUTH LINE OF STREET, NW. (70 FT. WIDE), THENCE BINDING ON AND RUNNING WITH SAID LOT 811 THE FOLLOWING FOUR (4) COURSES AND DISTANCES 1. SOUTH 89? 49' 29" EAST, 7.15 FEET TO A THENCE 2. SOUTH 00? 10' 31" WEST, 12.65 FEET TO A THENCE NY1266033.10 21793340084 max-355m orssoswzmu NI 2100:! CINV ?0001. 8.1.01 SV CINV .I.N3WSS3SSV 803 3H.L HOSSEISSV 3H.L 8030033 3HJ. SI 3H.L) CI3QIHOS3CI NI3H3H 3H.L 3H.L 8V 33i0N Ol'l?nd VISINITIOO 3H.L 3H.L NI i333 H3dd? NV GNV .L33:l 09'? BNIAVH 8001 GNV '0001 CIIVS 380V NV HO .L33:l SHVFIOS 06 ONINIVLNOO 39MNNI93EI :lO iNlOd 3H.L OJ. 1.33:! .OL 000 HLHON '17 GIVS 3H.L 319W. HELLVM 3HJ. HLIM SNINNHH 33N3HJ. 3HJ. 318W. H3J.VM CIIVS NO lNlOd OJ. 133:! 9V1. 183M ?63 .61? 069 HLHON '9 3ON3HJ. 01 .L33:l 179'Zl- 133M .OL 000 30N3H.L OJ. i333 SL1 "63 .617 458 SEIONVLSICI CINV sasanoo ano3 9N1M01103 3H.L 1.01 GIVS Hum SNINNHH aw NO SNICINIEI 3ON3HJ. ?(3cuM 13 oz) 133mg Cl 30 Hmos 3H.L CINV (3mm 13 99) 133319 HLZL LSVEI 3H.L 30 3H.L 1v BNEIEI 031v HEINHOO cuvs ?eze 3avnos 30 HENHOO 3H.L [5:033 LSVB 3na J.33:l 90m: 300 1333 6913 5mm CIle ?3nN3/w NOliniliSNOO 0313001 (SHI) 30 A33s 1VN331N1 3H.L 30 33w 3HJ. 30 319mm 33mm 3H.L NO iNlOd ONINNIEHG 2001. 1.01 1H9IH HIV 330V NV HO l33zl BHVHOS 06 ONINIVLNOO 3H.L OJ. .L33:l 99'Zl .OL 900 HLHON '17 SHI CIIVS 3H.L 318Vi 3HJ. HilM SNINNDH 3ON3HJ. SHI 3H.L 318V.L H3.LVM GIVS N0 01 .L33:l 9L1 183M ?63 .617 069 '8 DESCRIPTION OF PARTS OF AVENUE, N.W. (160 FEET WIDE) STREET, N.W. (70 FEET WIDE) DISTRICT OF COLUMBIA MAY 9, 2013 Being two (2) strips or parcels of land hereinafter described as running in, through, over and across Avenue, N.W. (160 feet wide) and Street, NW. (70 feet wide) in the District of Columbia; said land being under the jurisdiction of the National Park Service by virtue of Public Law 104-134, Section 313(d), and being depicted on National Park Service Map 840- 82441 and on a drawing entitled ?12"1 Street to 10"1 Street, Jurisdictional Maintenance Boundaries?, sheet number 7 of 25, dated 02-26-1996, by the Avenue Development Corporation: and being more particularly described in the bearing meridian of the District of Columbia Surveyor's Office as follows: PART 1 Beginning at a point on the southerly line of Avenue, N.W. (160 feet wide); said point being South 70" 16? 17? East, 20.22 feet from the northeast corner of Square 323; said corner also being the northeast corner of Assessment and Taxation Lot 800 in Square 323 as shown on Tracing 323 on ?le in the Records of the Of?ce of the Surveyor of the District of Columbia; thence running in, through, over-and across Avenue, N.W. the following five (5) courses and distances 1) Due North, 30.62 feet to a point; thence 2) 3.71 feet along the arc of a curve to the left having a radius of 6.00 feet, a delta angle of 35? 28' 06" and a chord bearing and distance of North 17? 44' 03" West, 3.66 feet to a point along the southerly back of curb of Avenue, thence running with and binding on said back of curb 3) South 70? 26' 27" East, 41.56 feet to a point; thence 4) 7.80 feet along the arc of a curve to the left having a radius of 6.00 feet, a delta angle of 74? 26' 57" and a chord bearing and distance South 37? 13' 28" West. 7.26 feet to a point; thence 5) Due South, 26.48 feet to a point on the southerly line of said Avenue, N.W. and the northerly line of Lot 805 in Square 324 as shown on Plat 3532-J on file in the said Records of the Of?ce of the Surveyor; thence running with and binding on said lines 6) - North 70? 16' 17" West, 35.76 feet to the Point of Beginning; W1266088JO - 36 21793340084 Containing an area of 1,148 Square Feet or 0.02635 of an acre of land. more or less. PART 2 Beginning at a point at the intersection of the easterly line of 12"1 Street, NW. (85 feet wide) and the southerly line of Street, NW. (70 feet wide); said point being the northwest corner of Square 323; said corner also being the northwest corner of said Lot 800 in Square 323; thence running in, through, over and across Street, NW. the following two (2) courses and distances 1) Due North, 70.72 feet to a point; thence 2) South 70? 32' 34" East, 212.29 feet to a point at the nertheast corner of Square 323; thence binding on and running with the north line of said Square 323 3) Due West. 200.17 feet to the Point of Beginning; Containing an area of 7,078 square feet or 0.16249 of an acre of land, more or less. Parts 1 and 2 containing a total area of 8,226 square feet or 0.18884 of an acre of land, more or less, are shown on the attached sketch and made a part of by this reference. Daniel R. Schriever Licensed Surveyor District of Columbia No. LS 900569 For A. Morton Thomas and Associates, Inc. NY1266088JD - 21793840084 38 End of Version 1 . DO WW3 WE 5mm; 'maw 5192?va mam W. 50mm amalgam 1533136? - 3 Emma: aw WV WWAW mmn?mmcuas Wanna . cam-1 Version 2: Note: The following legal description labeled ?Version 2? is the exact same real property as described in the above Version 1 with the description of the land in Avenue, N.W. and Street, N.W. updated for the change in administrative jurisdiction and references added to the ALTNACSM Land Title Survey by A. Morton Thomas and Associates, Inc., dated March 4, 2014, revised June 16, 2014, Drawing No. V10100. LEGAL DESCRIPTION - PART A LOT 802 - SQUARE 323 LOTS 808 8: 809 - SQUARE 324 (Part A is the land described as ?Part on ALTAIACSM Land Title Survey by A. Morton Thomas and Associates, Inc., dated March 4, 2014, revised June 16, 2014, Drawing No. V10100) Being all of Assessment and Taxation (ASLT) Lot 802 in Square 323 as assigned by the District of Columbia Of?ce of Tax and Revenue on September 5, 2013, said Lot 802 having been created by combining former Lot 800 as shown on Tracing 323 and part of Street, N.W. Closed as shown on a Plat of Subdivision recorded July 2, 2013 and revised July 19, 2013 in Subdivision Book 207 at Page 138, both on ?le in the Of?ce of the Surveyor of the District of Columbia and Lots 808 and 809 in Square 324 as assigned by the District of Columbia Of?ce of Tax and Revenue on September 5, 2013; all being more particularly described as follows in the meridian of the District of Columbia Surveyor?s Of?ce: Beginning at a point at the northwest corner of Square 323 as shown in Original Record of Squares Book 2 at Page 323 recorded in the said Records of the Of?ce of the Surveyor, said point also being at the intersection of the easterly line of 12th Street, N.W. (85 feet wide) and the southerly line of Street, N.W. (70 feet wide), said point also being the northwest corner of said Lot 802; thence binding on and running with said southerly line of Street, N.W., the northerly line of Square 323 and the northerly line of Lot 802 1) Due East, 200.17 feet (record and survey) to a point at the northeast corner of Square 323, said point also being the northwest corner of said ABLT Lot 808 in Square 324; thence leaving Square 323 and binding on and running with the southerly line of Avenue, N.W. (160 feet wide), the northerly line of 11th Street, N.W. closed as shown on a Plat of Subdivision recorded in Subdivision Book 99 at Page 130 among the said Records of the Of?ce of the Surveyor and the northerly line of said Lot 803 2) South 70? 16' 17" East, 103.56 feet (record and survey) to a point; thence running at a right angle to Avenue, N.W. and being collinear with the northwesterly line of a granite wall enclosing an areaway of the adjacent Internal Revenue Service (IRS) building located at 1100 Constitution Avenue, N.W. and also running in, through, over and across said 11th Street, N.W. closed the following ?fteen (15) courses and distances 3) 7 South 19? 43' West, 14.82 feet (record and survey) to a point; thence running parallel to and approximately 0.17 feet off of the water table of said IRS building the following six (6) courses and distances - 4) North 70? 58' 55" West, 3.66 feet (record and survey) to a point; thence 5) South 19? 01' 05" West, 10.11 feet (record and survey) to a point; thence NY1266088JO 21793840084 6) North 89? 56? 18" West, 18.61 feet (record and survey) to a point; thence 7) South 00? 03' 42" West, 20.17 feet (record and survey) to a point; thence 8) North 89? 56' 18" West, 1.53 feet (record and survey) to a point; thence 9) South 00? 03? 42? West, 15.94 feet (record and survey) to a point; thence running with the base of a granite wall at a western entrance to said IRS building 10) North 89? 56' 18" West, 5.40 feet (record and survey) to a point; thence running through granite walls and parallel to said IRS building 11) South 00? 03' 42" West, 20.46 feet (record and survey) to a point; thence running with the base of a granite wall at a western entrance to said IRS building . 12) South 89? 56' 18" East, 5.40 feet (record and survey) to a point; thence running parallel to and approximately 0.17 feet off of the water table of said IRS building the following six (6) courses and distances 13) South 00? 03? 42" West, 15.83 feet (record and survey) to a point; thence 14) South 89? 56' 18" East, 1.53 feet (record and survey) to a point; thence 15) South 00? 03' 42" West, 20.10 feet (record and survey) to a point; thence 16) South 89? 56' 18" East, 1.87 feet (record and survey) to a point; thence 17) South 00? 03' 42" West, 5.20 feet (record and survey) to a point; thence 18) South 84? 35' 30" East, 143.96 feet (record and survey) to a point, crossing the east line of said 11th Street, NW. closed and the west line of former Square 349 as shown in Original Record of Squares Book 2 at Page 349 recorded in the said Records of the Of?ce of the Surveyor at a distance of 42.73 feet (record and survey) from the beginning of this course; thence binding on and running with on the water table of said IRS building 19) South 00? 10' 31" West, 208.35 feet (record and survey) to a point, crossing the south line of said former Square 349 and the north line of Street, NW. closed per said Plat of Subdivision recorded in Subdivision Book 99 at Page .130 at a distance of 69.94 feet (record and survey) from the end of this course; thence running parallel to and approximately 0.5 feet north of the north face of said IRS building 20) North 89? 49' 29" West, 155.24 feet (record and survey) to a point intersecting the granite wall surrounding the areaway for the IRS building; thence running with the outside face of the granite wall the following three (3) courses and distances 21) North 00? 10' 31" East, 6.00 feet (record and survey) to a point; thence 22) North 89? 49' 29" West, 76.57 feet (record and survey) to a point, crossing the west line of said Lot 808 in Square 324, the West line of said Street, NW. closed per said Subdivision Book 99? at Page NYIBGGOSSJD 2l7933-10034 130 and the east line of Street, NW. closed as shown on a Plat of Subdivision recorded in Subdivision Book 207 at Page 138 at a distance 20.22 feet (record and survey) from the end of this course; thence binding on and running with common lies between Lot 802. in Square 323 and Lot 811 in Square 324 the following ten (10) courses and distances 23) South 00? 10' 31" West, 6.00 feet (record and survey) to a point; thence running parallel to and approximately 0.5 feet n0rth of the north face of said IRS building 24) North 89? 49' 29" West, 48.47 feet (record and survey) to a point intersecting a granite wall; thence running with the outside face of the granite wall the following three (3) courses and distances 25) North 00? 10' 31" East, 10.87 feet (record and survey) to a point; thence 26) North 89? 49' 29" West, 1.18 feet (record and survey) to a point; thence 27) South 00? 10' 31" West, 0.32 feet (record and survey) to a point; thence binding on and running with the edge of the bottom granite step the following two (2) courses and distances 28) North 89? 49' 29" West, 29.54 feet (record and survey) to a point; thence 29) 9.49 feet along the arc of a curve to the left having a radius of 8.92 feet, a delta angle of 60? 58' 13"- and a chord bearing and distance of South 59? 41' 25" West, 9.05 feet (record and survey) to a point; thence running with the face of the building column the following two (2) courses and distances 30) North 53? 37? 37" West, 1.73 feet-(record and survey) to a point; thence 31) South 36?. 22? 23" West, 1.48 feet (record and survey) to a point; thence running with and binding on the edge of a granite border the following ?ve (5) courses and distances 32) North 53? 37' 37" West, 2.18 feet (record and survey) to a point; thence 33) 87.61 feet along the arc of a curve to the right having a radius of 183.50 feet, a delta angle of 27? 21? 15" and a chord bearing and distance of South 50? 15' 14" West, 86.78 feet (record and survey) to a point, crossing the south line of said Lot 302 in Square 323, the south line of said Street, N.W. closed per said Subdivision Book 207 at Page 138, the former northerly line of Square 324 as shown in Original Record of Squares Book 2 at Page 324 at a distance 23.77 feet (record and survey) along said arc from the beginning of this course; thence binding on and running with common lines between Lots 809 and 811 the following three (3) courses and distances 34) North 42? 36' 13" West, 0.98 feet (record and survey) to a point; thence 35) 6.39 feet along the arc of a curve to the left having a radius of 5.14 feet, a delta angle of 71? 17' 25" and a chord bearing and distance of North 78? 14' 55" West, 5.99 feet (record and survey) to a point; thence 36) 16.87 feet along the arc of a curve to the right having a radius of 204.33 feet, a delta angle of 4? 43' 52" and a chord bearing and distance of South 68? 28' 18" West, 16.87 feet (record and survey) to a NY1266083.10 21793340084 point on the said east line of 12th Street, thence running with and binding on said east line the following two (2) courses and distances - 37) Due North, 41.61 feet (record and survey) to a point on the northwest corner of said Lot 809, said point also being the southwest corner of said Street, NW. closed and Lot 802 in Square 323, thence running with and binding on the West line of said Lot 802 38) Due North, 386.92 feet (record and survey) to the Point of Beginning. Containing an area for Part A of 133,249 square feet or 3.05898 acres of land (record and survey), more or less. NOTE: As of the date of certi?cation, the land herein described (the "Land") is designated among the Records of the Assessor of the District of Columbia, for assessment and taxation purposes, as ABLT Lot 802 in Square 323 and Lots 808 and 809 in Square 324. NY1266088.10 . 42 21793340034 LEGAL DESCRIPTION AIR RIGHT LOTS 7000, 7001 7002 - SQUARE 324 (Air Right Lots 7000, 7001 7002 Square 324 as described on Land Title Survey by A. Morton Thomas and Associates, Inc., dated March 4, 2014, revised June 16, 2014, Drawing No. V10100) Being 3 strips or parcels of land hereinafter described as being surrounded by and adjacent to Assessment and Taxation Lot 811 in Square 324 as assigned by the District of Columbia Office of Tax and Revenue on September 5, 2013 and being more particularly described in the meridian of the District of Columbia Surveyor's Of?ce as follows: . AIR RIGHT LOT 7000 Beginning at a point on the watEr table of the westerly face of the Intem'al Revenue Service (IRS) building located at 1100 Constitution Avenue, N.W., said point lying 231.57 feet Due South and 412.18 feet Due East from the northwest corner of Square 323, said corner also being at the intersection of the east line of 12th Street, N.W. (85 ft. wide) and the south line of Street, N.W. (70 ft. wide), thence binding on and running with said ABLT Lot 811 the following four (4) courses and distances 1) South 89? 49' 29" East, 7.15 feet to a point; thence 2) South 00? 10' 31" West, 12.66 feet to a point; thence 3) North 89? 49' 29" West, 7.15 feet to a point on said water table of the IRS building; thence running with the water table along the face of said IRS building 4) North 00? 10' 31" East, 12.66 feet to the Point of Beginning; Containing 91 square feet or 0.00209 of an acre of land. AIR RIGHT LOT 7001 Beginning at a point on the water table of the westerly face of the Internal Revenue Service (IRS) building located at 1100 Constitution Avenue, N.W., said point lying 251.58 feet Due South and 412.12 feet Due East from the northwest corner of Square 323, said corner also being at the intersection of the east line of 12th Street, N.W. (85 ft. wide) and the south line of Street, N.W. (70 ft. wide), thence binding on and running with said Lot 811 the following four (4) courses and distances 1) South 89? 49' 29" East, 7.15 feet to a point; thence 2) South 00? 10' 31" West, 12.65 feet to a point; thence 3) North 89? 49' 29" West, 7.15 feet to a pdirit'on said water table?of the IRS building; thence running with the water table along the face of said IRS building 4) North 00? 10? 31" East, 12.65 feet to the Point of Beginning; NYI266088JO 21793340084 Containing 90 square feet or 0.00207 of an acre of land. AIR RIGHT LOT 7002 Beginning at a point on the water table of the westerly face of the Internal Revenue Service (IRS) building located at 1100 Constitution Avenue, N.W., said point lying 271.59 feet Due South and 412.06 feet Due East from the northwest corner of Square 323, said corner also being at the intersection of the east line of 12th Street, N.W. (85 ft. wide) and the south line of Street, NW. (70 ft. wide), thence binding on and running with said Lot 811 the following four (4) courses and distances 1) South 89? 49' 29" East, 7.15 feet to a point; thence 2) South 00? 10' 31" West, 12.64 feet to a point; thence 3) North 89? 49' 29" West, 7.15 feet to a point on said water table of the IRS building; thence running with the water table along the face of said IRS building 4) North 00? 10' 31" East, 12.64 feet to the Point of Beginning; Containing 90 square feet or 0.00207 of an acre of land. Said Air Right Lots 7000, 7001 and 7002 having a lower limit of elevation of 11.30 feet and an upper limit of elevation of 35.21 feet in the datum of the District of Columbia Department of Public Works. NOTE: As of the date of certi?cation the land herein described (the "Land") is designated among the Records of the Assessor of the District of Columbia, for assessment and taxation purposes, as Air Right Lots 7000, 7001 and 7002 in Square 324. NY1266088JO 21793840084 . LEGAL DESCRIPTION PART LOT 812, SQUARE 324 PART - LOT 804, SQUARE 323 PARTS OF AVENUE, N.W. (160 FEET WIDE) 8; STREET, N.W. (70 FEET WIDE) Being Two (2) strips or parcels of land hereinafter described as running in, through, over and across N.W. (160 feet wide) and Street, N.W. (70 feet wide) in the District of Columbia; said land being under the Jurisdiction of the General Services Administration by virtue of an agreement to transfer jurisdiction between the National Park Service and the United States General Services Administration recorded February 25, 2014 as Instrument No. 2014016889 In the Of?ce Of The District Of Columbia Recorder Of Deeds entitled ?Statement Of JurisdiCtion And Declaration Of Covenants Regarding Exercise 01? Jurisdiction Over Two Parcels Of Land Generally Bordered By Avenue And Adjacent To The Old Post Office, Washington, and being more particularly described in the bearing meridian of the District of Columbia Surveyor?s Of?ce as follows: I PART (Part as described on Land Title Survey by A. Morton Thomas and Associates, Inc., dated March 4, 2014, revised June 16, 2014,_Drawing No. V10100): Being all of Assessment and Taxation Lot 812 in Square 324 as assigned by the District of Columbia Of?ce of Tax and Revenue on May 23, 2014. Beginning at a point on the southerly line of Avenue, N.W. (160 feet wide) and the northerly line of 11th Street, N.W. Closed as shown on a plat of subdivision recorded in Subdivision Book 99 at Page 130 among the Records of the Surveyor of the District of Columbia; said point being South 70? 16? 17" East, 20.22 feet from the Northeast corner of Square 323; said corner also being the northeast corner of Assessment and Taxation Lot 302 in Square 323 as assigned by the District of Columbia Of?ce of Tax and Revenue onSeptember 5, 2013; thence running in, through, over and across Avenue, N.W. the following ?ve (5) courses and distances: 1) Due North, 30.62 feet to a point; thence 2) 3.71 feet along the arc of a curve to the left having a radius of 6.00 feet, a delta angle of 35? 28' 06" and a chord bearing and distance of North 17? 44' 03" West, 3.66 feet to a point along the southerly Back of Curb of Avenue, thence running with and binding on said Back of Curb; 3} South 70? 26' 27" East, 41.56 feet to a point; thence 4) 7.80 feet along the arc of a curve to the left having a radius of 6.00 feet, a delta angle of 74? 26? 57" and a chord bearing and distance South 37? 13' 28" West, 7.26 feet to a point; thence 5) Due South, 26.48 feet to a point on the southerly line of said Avenue, N.W. and the said northerly line of 11th Street, N.W. Closed; thence running with and binding on said lines - 6) North 70? 16' 17" West, 35.76 feet to the point of beginning; Containing an area of 1,148 square feet or 0.02635 of an acre of land, more or less. 21793840084 NOTE: As of the date of certi?cation, Part is designated among the Records of the Assessor of the District of Columbia, for assessment and taxation purposes as Lot 812 in Square 324. EBLC. (Part as described on Land Title Survey by A. Morton Thomas and Associates, Inc., dated March 4, 2014, revised June 16, 2014, Drawing No. V10100): Being all of Assessment and Taxation Lot 804 in Square 323 as assigned by the District of Columbia Of?ce of Tax and Revenue on May 23, 2014. - Beginning at a point at the interSection of the easterly line of 12th Street, NW. (85 feet wide) and the southerly line of Street, N.W. (70 feet wide); said point being the Northwest corner of Square 323; said corner also being the northwest corner of said Lot 802 in Square 323 thence running in, through, over and across Street, N.W. the following two (2) courses and distances: 1) Due North, 70.72 feet to a point; thence 2) South 70? 32' 34" East, 212.29 feet to a point at the northeast corner of Square 323; thence binding on and running with the north line of said Square 323 - to the point of beginning; Containing an area of 7,078 square feet or 0.16249 of an acre of land, more or less. NOTE: As of the date of certi?cation, Part is designated among the Records of the Assessor of the District of Columbia, for assessment and taxation purposes as Lot 804 in Square 323. End of Version 2 NOTE: Version 1 and Version 2 both describe the same real property. NY126608810 . 21793840084 . EXHIBIT Description of Leasehold Collectively: that certain Ground Lease by and between the United States of America, acting by and through the Administrator of General Services (?Ground Lessor?), as landlord, and Borrower, as tenant, dated as of August 5, 2013; (ii) that certain letter issued by Ground Lessor to Borrower, dated as of November 25, 2013 regarding pre-construction authorization; that certain letter agreement between Ground Lessor and Borrower, dated as of December 2, 2013 regarding pie-construction authorization; (iv) that certain letter between Ground Lessor and Borrower, dated as of February 19, 2014 regarding submission deliveries; that certain letter agreement between Ground Lessor and Borrower, dated as of March 7, 2014; (vi) that certain First Amendment to Ground Lease between Ground Lessor and Borrower, dated as of March 3, 2014; (vii) that certain letter agreement between Ground Lessor and Borrower, dated as of March 18, 2014 regarding pre-construction authorization, that certain letter issued by Ground Lessor to Borrower, dated May 30, 2014 regarding pro-construction authorization, (ix) that certain Second Amendment to Ground Lease between Ground Lessor and Borrower, dated as of May 30, 2014, and that certain Third Amendment to Ground Lease between Ground Lessor and Borrower, dated as of August 5, 2014; as the same may be further amended as permitted by the Agreement and the Deed of Trust; and as evidenced by that certain Memorandum of Lease dated as of August 13, 2013 and recorded on August 14, 2013 as Instrument No. 2013095328 among the Land Records of the District of Columbia, as amended ?om time to time. NY1266088JO 21793840084 Doc 2014073616 Filed Recorded 08/12/2014 06:24 PM IDA WILLIAMS RECORDER OF DEEDS WASH DC RECORDER OF DEEDS RECORDING FEES $150.00 SURCHARGE $6.50 RECORDATION TAX FEES $2,465,000.00 TOTAL: $2,465,156.50