GSA March 23, 2017 GS Public Buildings her-tire Via Overnight Delive? and Email Trump Old Post Of?ce LLC do The Trump Organization 725 Fifth Avenue, 25th Floor New York, New York 10022 Attn: Donald J. Trump, Jr. Re: Response to letters dated February 17, 2017 and March 20, 2017 Dear Mr. Trump, On February 17, 2017, Trump Old Post Of?ce LLC (?Tenant") submitted a letter to my attention as the Contracting Of?cer of Lease Number 16-1307 (?Lease" or Lease" setting forth Tenant?s position on how its organizational structure complies with Section 37.19 of the Lease. See Exhibit 1.B. Tenant submitted a follow-up letter on March 20, 2017. See Exhibit l.C. To date, most of the review and reporting on Section 37.19 has focused on only a few select words, and reached simplistic ?black and white" conclusions regarding the meaning and implications of the clause. However, it has been less widely reported that other legal professionals and former government contracting of?cials haVe reviewed the language and come to different conclusions.I As you are well aware, the parties have devoted considerable time and effort to more fully understand one another?s position. Our discussions have been consistent with the expressed policy of the Government to make reasonable efforts to attempt to resolve issues at the Contracting Of?cer level. I thank you and your organization for more fully explaining Tenant?s current organizational structure, your views on the Lease, and otherwise being accessible and responsive to our requests. In particular, I appreciate your willingness to enact additional changes to Tenant?s internal operating agreement as discussed below in Section 11. Based on my review of the Lease, discussions with Tenant, and documents submitted by Tenant, 1 have determined that Tenant is in full compliance with Section 37.19 and, accordingly, the Lease is valid and in force and effect. In addition, as requested in your March 20 letter, and in furtherance of Section 17.1(a) of the Lease, I have executed an Estoppel Certi?cate, which is attached hereto as Exhibit 1. I See, Isaac Amsdorf', Trump could keep D.C. hotel despite con?ict of interest, Politico, at (Dec. 3, 2016) General Scnircs Administration 301 7th Stu-ct SW Washington. Di" 211407-0001 .gsagur Mr. Donald J. Trump. Jr. March 23, 2017 Page 2 of 8 l. BACKQBOQED At the time the Lease was executed, the Old Post Of?ce and Annex Building was a wasting asset. The building is arguably one of the most signi?cant historic assets in the General Services Administration?s portfolio of public buildings. Despite its importance, however, GSA was unable to make the capital investments in the building to preserve its historic integrity. let alone put it to its highest and best use. Under the Lease, in excess of $200 million of private ?nancing has been invested into the building, its historic integrity has been restored, and the wasting asset is now being put to productive use. See Exhibit 1.B. Even prior to actually opening the hotel and generating any revenues, Tenant began making payments to GSA under the Lease in the amount of $250,000 per month. By the time of the hotel?s of?cial opening, GSA and the taxpayers had already received approximately $5.1 million. Thus, the Lease turned a building that had been costing taxpayers millions of dollars per year into a revenue-generating asset. See Exhibit 1 .B. A. MAJOR MILESTONES PRIOR TO 1111-: NOVEMBER 2016 ELECTION The Old Post Of?ce Building Redevelopment Act of 2008 (PL. 110-359) directed the Administrator of General Services to provide for the redevelopment of the OPO. Accordingly, on March 24, 2011, GSA sought preposals for the redevelopment ?'om the private sector. After reviewing and evaluating prOposals, GSA announced the selection of Tenant as the preferred selected developer on February 2012. GSA and Tenant then entered into discussions to negotiate the terms and conditions of the Lease. A?er concluding the negotiations, GSA submitted a report to Congress setting forth the material terms and conditions of the Lease. Following expiration of the Congressional review period established under the Act, the parties executed the Lease on August 5, 2013. In short, Tenant sought to redevelop the OPO into an approximately 263 key hotel and include a Congress Bells Galley or museum, multiple restaurants, specialty retail spaces, a Spa in the main OPO Building with a grand ballroom and meeting facilities planned for the adaptive re-use of the Annex. On May 31, 2014, GSA delivered exclusive possession of the premises to Tenant, and on August 12, 2014, GSA issued a notice to proceed, which authorized Tenant to begin construction. See Exhibits 2 3. On September 12, 2016, GSA provided a temporary certi?cate of occupancy to allow Tenant to conduct a ?soft Opening." See Exhibit 4. The of?cial opening date of the hotel occurred on October 26, 2016, and it has been in continuous operation since that date. See Exhibit 5. B. COMMUNICATIONS BETWEE GSA AND TENANT AFTER ms Nogmgga 2016 Ecggugn On November 8, 2016, Donald J. Trump was elected President of the United States. On January 20, 2017, Mr. Trump was sworn into of?ce as the 45th President. Almost immediately following the election, GSA began ?elding questions about Section 37.19 of the Lease, which provides as follows: General Seniors 301 7th Street SW Washington, DC 2040? 0001 w.gsa.gu Mr. Donald J. Trump, Jr. March 23, 2017 Page 3 of 8 No member or delegate to Congress, or elected of?cial of the Government of the United States or the Government of the District of Columbia, shall be admitted to any share or part of this Lease, or to any bene?t that may arise therefrom; provided, however, that this provision shall not be construed as extending to any Person who may be a shareholder or other bene?cial owner of any publicly held corporation or other entity, if this Lease is for the general bene?t of such corporation or other entity. In response, GSA publicly maintained in various statements that ?no determination regarding the Old Post Of?ce can be completed until the full circumstances surrounding the President-elect?s business arrangements have been ?nalized and he has assumed of?ce." To that end, on December 16, 2016, Tenant submitted a letter to GSA advising that: Donald J. to assign all of his interests in Trump Old Post Of?ce Member Corp to DJT Holdings Managing Member anticipate the Transfer to be consummated no earlier than January I, Trust is for the primary bene?t of Mr. Trump. An executed copy of the document consummating the Transfer will be provided to you after the Transfer has been consummated. Exhibit 6. Thus, although Tenant provided an indication of its ?rture intentions, Tenant?s ?iture business structure was not yet ?nalized. Shortly thereafter, on December 29, 2016, Tenant submitted another letter advising GSA that Ivanka Trump Revocable transfer its interest in Ivanka OPO LCC to another trust (the Transfer?). In the event it occurs, we anticipate the IT Transfer to be consummated before January 20, your reference, attached hereto as Exhibit A is a true and correct Organizational Chart as of the date hereof, and attached hereto as Exhibit is the Organizational Chart that will be true and correct following the consummation of both the IT Transfer (if it occurs) and the Transfer referenced in that certain notice letter sent by Tenant to Landlord on December 16, 2016. Exhibit 7 (emphasis in original). Thus, much like the December 16 letter, the December 29 letter left Tenant?s future business structure uncertain. On January 10, 2017, GSA acknowledged receipt of the December 16 and December 29 letters and noted: ?We look forward to receiving the ?nal documents that explain the transfers and new organizational structure of Tenant. Please advise as to when we might expect to be in receipt of Exhibit 8. The next day, on January Il, 2017, Tenant informed GSA by letter as follows: In connection with my letter to you dated December 16, 2016, regarding the transfer by Donald J. Trump of his interest in Trump Old Post Of?ce Member Uh. General Senites 101 7th Street SW until a .gsa.t:u\ Mr. Donald J. Trump, Jr. March 23, 2017 Page 4 of 8 Corp to DJT Holdings Managing Members LLC (the ?Transfer"), as requested, attached hereto as Exhibit A is a copy of the current Organizational Chart, and attached hereto as Exhibit is a copy of the Organizational Chart that will be current following consummation of such Transfer. As discussed, we anticipate the Transfer to be consummated on January 19, 2017, at which time we will send you a copy of the executed transfer document. Exhibit 9 (emphasis in original). On January 23, 2017, Tenant noti?ed GSA by letter that, ?The transfer by Donald J. Trump of his interests in Trump Old Post Of?ce Member Corp to DJT Holdings Managing Member LLC was consummated on January l9, 2017." Exhibit 10. In response, GSA acknowledged receipt of the prior correspondence ?regarding the various transfers of interest. ..and the new organizational structure" and requested a meeting ?to discuss the provided information in more detail." Exhibit On January 31, 2017, representatives ?-om GSA and Tenant met to discuss the various documents depicting Tenant?s revised organizational structure. Later that same day, Tenant provided GSA with additional documents regarding Tenant?s management and ownership structure. See Exhibit 12. On February 7, 2017, Tenant, through its attomeys, made additional documents available to GSA representatives for review. On February 9, 2017, GSA received additional documents ?'om Tenant. See Exhibit 13. After reviewing the additional documentation, GSA issued a letter to Tenant dated February 10, 2017, seeking con?rmation of GSA's understanding of Tenant?s business structure and requesting that Tenant provide a formal written submission addressing how its organizational structure complies with the Lease. See Exhibit LA. On February 15, 2017, GSA received additional documents from Tenant. See Exhibit On February 17, 2017, Tenant provided its written submission and concluded by stating that the extent that GSA has any remaining concerns, Tenant stands ready to continue our dialogue and address those concerns." See Exhibit LB. With a few minor exceptions, Tenant con?rmed understanding of the business structure. See id. On March 3, 2017, GSA issued a letter to Tenant requesting a meeting to discuss GSA's remaining concerns. See Exhibit 15. Representatives from GSA and Tenant met in person on March 7, 2017, and again on March 15, 2017. On March 20, 2917, Tenant provided a follow-up submission containing further analysis and information. See Exhibit 1.0. C. CURRENT ORGANIZATIONAL STRUCTURE Tenant con?rmed that the following individuals and/or entities have an ownership interest in Tenant: DJT Holdings LLC - DJT Holdings Managing Member LLC General Sunless Administration 301 7th SW \?u'nslungtun. ltz-llIT-Ull?l .usaqgm Mr. Donald J. Trump. 1 r. March 23, 2017 Page 5 of 8 Don 0P0 LLC Donald J. Trump Revocable Trust Donald J. Trump, Jr. Revocable Trust Eric OPO LLC Eric Trump Revocable Trust Ivanka OPO LLC Ivanka Trump Revocable Trust Trump Old Post Of?ce LLC Trump Old Post Of?ce Member Corp. See Exhibit LB. Tenant further con?rmed understanding of the various members in each of the entities is as more set forth belowTram Old Post 0 we LLC a Delaware limited It'abilt' os [allow 00"! on are Name ?tatus DJT Holdings LLC Member Ivanka OPO LLC Member Don 0P0 LLC Member Eric 0P0 LLC Member Trump Old Post Of?ce Member Corp Managing Member Non-Individual Direct and Indirect Mgm?m gt Ten out: The members of DJT Holdings LLC, a Delaware limited liability company, are as follows: Name ?tatus DJT Holdings Managing Member LLC Managing Member Donald J. Trump Revocable Trust Member The members of DJT Holdings Managing Member LLC, a Delaware limited liability company, are as follows: Status Donald J. Trump Revocable Trust Sole Member The members of Ivanka OPO LLC, a Delaware limited liability company, are as follows: Ease Siam-s Ivanka Trump Revocable Trust Sole Member The members of Don OPO LLC, a Delaware limited liability company, are as follows: 1 .5. General N?cnircs 1m 7th Street SW Washington slum-nun! t\\t\t.g\a.uu\ Mr. Donald J. Trump, Jr. March 23, 2017 Page 6 of 8 Edam Donald J. Trump, Jr. Trump Revocable Trust Sole Member The members of Eric OPO LLC, a Delaware limited liability company, are as follows: Name 1 Eric . Trump Revocable Trust Sole Member The members of Trump Old Post Of?ce Member Corp., a Delaware corporation, are as follows: J3me ?are DJT Holdings Managi_ng Member LLC Member Ivanka OPO LLC Member Don OPO LLC Member Eric OPO LLC Member In accordance with the operating agreements of the limited liability companies listed above, pro?ts, losses, and other cash distributions are allocated among the members in accordance with their respective percentage interests in the entity. See Exhibits LA-C 13. In addition, the limited liability companies listed above maintain capital accounts for each of the members. See id. As noted in Section II below, Tenant has revised its internal operating agreement to prevent certain distributions to DJT Holdings LLC and the accumulation of funds in the capital account for DJT Holdings LLC. See Exhibit LC. The Gainers, Director-g, and Managers President Trump is not an o?icer, director, manager, employee, or other of?cial in any of the entities listed above. See Exhibits LA &12. Moreover, President Trump resigned from each and every of?ce and position held in any of the entities listed above. See id. The Donald J. Trumg Revocable rust The property of the Donald J. Trump Revocable Trust (?Trust") includes a membership interest in DJT Holdings LLC and DJT Holdings Managing Member LLC. In turn, DJT Holdings Managing Member LLC holds an interest in Trump Old Post Of?ce Member Corp., which holds an interest in Tenant. Further, DJT Holdings LLC holds a membership interest in Tenant."l As noted above, pro?ts, losses, and other cash distributions are allocated among the members of the various limited liability companies in accordance with their respective percentage interests in the entity. Donald J. Trump, Jr. is the Trustee of the Trust, Allen Weisselberg is the Business Trustee of the Trust, and Eric F. Trump is the Chairman of the Advisory Board of the Trust. See Exhibits LA- These various holding companies hold interests in hundreds cf companies and not solely Trump Old Post Of?ce LLC. See Exhibit LB. General Services 301 7th Street humanist Mr. Donald I . Trump, In March 23, 2017 Page 7 of 8 14. One of the responsibilities of the trustees of the Trust is to hold and administer the trust property. See id. In this regard, the Trust includes speci?c instructions to the Trustees regarding payment of income and principal to President Trump. See id. As set forth in the Certi?cation of Trustee, ?[t]hc Trustees shall distribute net income or principal to Donald J. Trump at his request, as the Trustees deem necessary for his maintenance, support or uninsured medical expenses, or as the Trustees otherwise deem appropriate." See Exhibit 14. Despite this seemingly broad language, as noted in Section 11 below, Tenant has revised its internal operating agreement to prevent ?distributions to DJT Holdings LLC or to any other entity in which President Trump has a direct, indirect or bene?cial interest." See Exhibit 1.0. FURTHER INSTITUTIONAL MEASQ ES INSTIIQIED BY TENANT As discussed in its letter dated March 20, 2017, Tenant has executed an amendment to its internal operating agreement to primarily address three important issues. See Exhibit LC. First, during the duration of President Trump?s term in of?ce, ?Tenant will not make any distributions to DJT Holdings LLC or to any other entity in which President Trump has a direct, indirect or bene?cial interest.? Id. As noted above in Section l.C, DJT Holdings LLC has a membership interest in Tenant and, further, the Donald J. Trump Revocable Trust has a membership interest in DJT Holdings LLC. The changes in the operating agreement effectively prohibit distributions ?'om Trump Old Post Of?ce LLC to DJT Holdings LLC which, in turn, prevents any ?rrther distribution from DJT Holdings LLC to the Donald J. Trump Revocable Trust. In other words, during his term in of?ce, the President will not receive any distributions from the Trust that would have been generated ?'om the hotel. Second, as further explained by Tenant, amounts that would have been distributed to DJT Holdings LLC will instead be credited to the unrecovered capital contribution account of DJT Holdings LLC and ?treated as capital contributions to Tenant." Id. In plain terms, what this means is that the ?mds will remain in Trump Old Post Of?ce LLC instead of being distributed to DJT Holdings LLC. In addition, Holdings LLC will not earn any return on such amounts.? Id. Third, regarding the capital contributions, ?Tenant may only use the funds for business activities and Id. Again, in simple terms, what this accomplishes is that the ?mds generated by the hotel will not flow to the President through DJT Holdings LLC. Rather, the funds will be ?used to support and enhance the business of Tenant [and] operation of the hotel.? Id. U5. Administration JDI 71h Slruct SW Washington, .gsa.gur Mr. Donald J. Trump, Jr. March 23, 2017 Page 8 of 8 CONCLUSION Based on my review of the Lease, discussions with Tenant, and documents submitted by Tenant, I have detennined that Tenant is in ?ll! compliance with Section 37.19 and, accordingly, the Lease is valid and in ?ll! force and effect. Sincerely, Kain-Aw Kevin M. Ten-y Contracting Of?cer cc: Eric F. Trump (via email) Alan Garten, Esq. (via emaii) Sheri Dillon, Esq. (via email) General Senircs 30! 1th Street SW Washington. .gsamm Exhibit 1 Letter from Kevin Terry to Donald J. Trump, Jr. dated March 23, 2017 Lease Number 16-1307 (Old Post Of?ce, Washington, DC.) GSA LAND TOPP LC CATS PROPERTY: The parcels of land owned by Landlord, located in the District of Columbia, at 1100 Avenue, N.W., as more fully described in the Lease LEASE: Ground Lease, dated as of August 5, 2013, by and between Landlord and Tenant (as amended, the ?Lease") LANDLORD: United States of America, acting by and through the Administrator of General Services (together with its permitted successors under the Lease, ?Landlord") TENANT: Trump Old Post Of?ce LLC, a Delaware limited liability company (together with its permitted successors under the Lease, ?Tenant") The purpose of this certi?cate is to con?rm the current status of matters relating to Section 37.19 of the Lease. 1. Capitalized terms used but not de?ned herein shall have the meaning given to them in the Lease. A two, complete, and correct copy of Landlord?s letter dated February 10, 2017, is attached hereto as Exhibit A two, complete, and correct copy of Tenant's letter dated February 17, 2017, is attached hereto as Exhibit A true, complete, and correct copy of Tenant?s letter dated March 20, 2017, is attached hereto as Exhibit This Estoppel Certi?cate is included as Exhibit 1 to Landlord?s letter dated March 23, 2017; With respect to Section 37.19 of the Lease, Landlord hereby ?nds that Tenant is in full compliance with Section 37.19 and, accordingly, the Lease is valid and in full force and effect as of the date hereof. Further, the Lease will not cease to be in ?tll force and effect in the future solely because the parties agree to modify or amend the Lease in the normal course of business. See, Lease at Section 37.5 (?This Lease may be modi?ed only by an agreement in writing signed by each of the parties") Page 1 of2 7. Landlord acknowledges that this Estoppel Certi?cate and the statements therein may be conclusively relied upon by Tenant. 8. The person executing this Estoppel Certi?cate on behalf of Landlord has the full right, power and authority to execute and deliver this BstoPpei Certi?cate as Landlord?s act and deed and to bind Landlord hereto. 9. This Estoppel Certi?cate is null and void if Tenant changes the modifications to the operating agreement (as set forth in Tenant?s letter dated March 20, without the written approval of Landlord. Date: March 23, 2017 UNITED STATES OF AMERICA, acting by and through the Administrator of General Services 3. New Kevin Terry Senior Realty Contracting Of?cer U. S. General Services Administration National Capital Region -END- Page 2 of 2 Exhibit 1.A Letter from Kevin Terry to Donald . Trump, Jr. dated March 23, 2017 Lease Number GS-LS-116-1307 (Old Post Of?ce, Washington, DC.) GSA Public Buildings Service Februarg 10, 2017 Via E-Mail and Overnight Delivem Trump Old Post Of?ce LLC c/o The Trump Organization 725 Fifth Avenue, 25th Floor New York, New York 10022 Attn: Donald J. Trump, Jr. Re: Ground Lease, dated as of August 5, 2013, by and between the United States of America, acting by and through the Administrator of General Services, and Trump Old Post Of?ce LLC (as amended, the ?Lease?)1 Dear Mr. Trump: As you are aware, Section 37.19 of the Lease provides, in full, as follows: No member or delegate to Congress, or elected o?icial of the Government of the United States or the Government of the District of Columbia, shall be admitted to any share or part of this Lease, or to any bene?t that may arise there??om; provided, however, that this provision shall not be construed as extending to any Person who may be a shareholder or other bene?cial owner of any publicly held corporation or other entity, if this Lease is for the general bene?t of such corporation or other entity. Questions regarding the applicability of the above-quoted section of the Lease to Donald J. Trump and Trump Old Post Of?ce LLC (?Tenant?) have been, and continue to be, raised. GSA previously issued a public statement on the matter providing that ?no determination regarding the Old Post Of?ce can be completed until the full circumstances surrounding the President-elect?s business arrangements have been ?nalized and he has assumed of?ce." On January 20, 2017, Mr. Trump was sworn into of?ce as the 45th President of the United States. GSA has continued to publicly state that no determination has yet been made with respect to Section 37.19 of the Lease as it pertains to Tenant and President Trump, and that the agency is committed to making a determination regarding the matter as expeditiously as possible after obtaining a full and complete understanding of Tenant?s current organizational structure, including the interests of President Trump. To that end, I thank you and your organization for meeting with us to more fully explain Tenant?s current organizational structure, and otherwise being accessible and responsive to our requests for access to documents demonstrating Tenant?s current structure. GSA appreciates your cooperation in this matter. Capitalized terms used but not de?ned herein shall have the meaning given to them in the Lease. U.S. General Services Administration 301 7th Street SW Washington. DC 20407-0001 Donald J. Trump, Jr. February 10. 201']r Page 2 of 5 The purpose of this letter is to summarize understanding ofTenant?s current organizational structure based on our recent meetings and review of documents, and to request a written submission from Tenant setting forth your position regarding your current compliance with the Lease, speci?cally Section 37.19. For purposes of convenience, our current understanding of Tenant's organization structure is set forth below. The Ownership Interests in Trump Old Post Office LLC GSA understands that the following individuals and/or entities have an ownership interest in Trump Old Post Of?ce LLC: - DJT Holdings LLC 0 DJT Holdings Managing Member LLC Don 0P0 LLC 0 Donald J. Trump Revocable Trust 0 Donald J. Trump, Jr. Revocable Trust - Eric 0P0 LLC 0 Eric Trump Revocable Trust2 . Ivanka 0P0 LLC3 - Ivanlta 0P0 Hotel Manager LLC lvanka Trump Revocable Trust Trump Old Post Of?ce LLC Trump Old Post Of?ce Member Corp. OPO Hotel Manager LLC4 I OPO Hotel Manager Member Corp.5 2 As part of your response to this letter. we request that you con?rm understanding that neither President Trump nor The Donald J. Trump Revocable Trust is a bene?ciary or trustee of the Eric F. Trump Revocable Trust, lvanka Trump Revocable Trust, or Donald J. Trump, Jr. Revocable Trust. 3 GSA understands that Ivanka Trump?s husband, Jared Kushner, has accepted a position with the current Administration. It is our further understanding that Mr. Kushner has, or will, ?le necessary con?dential ?nancial disclosure forms which, among other things, wit! include among his listed assets Ivanka Trump's interests in and ?owing from Tenant. it is our further understanding that Mr- Kushner has, or will, recuse himself from participating in, among other things, any matters reiated to the Lease. Please con?rm these understandings in your response to this letter. 4 The 0P0 Hotel Manager LLC serves as the Operator, which is de?ned in the Lease to mean ?the operator and manager of the operations of the Hotel." Lease, Article 1. Please con?rm understanding, as part of your response to this letter, that the OPO Hotel Manager LLC does not hold any ownership interest in Tenant. 5 See Footnote 4. U.S. General Services Administration 301 7th Street SW Washington. DC 20407-0001 Donald J. Trump, Jr. February 10. 201?? Page 3 OH We ?lrther understand that the ownership interest is as set forth in the following charts: The members at rumg Old Post Of?ce LLC, a Delaware limited liabiligg comgang, are as (allows: Name Status DJT Holdings LLC Member Ivanka 0P0 LLC Member Don 0P0 LLC Member Eric OPO LLC Member. Trump Old Post Of?ce Member Corp Managing Member Nan-Individual Direct and Indirect Members at Tenant: The members of DJT Holdings LLC, a Delaware limited liability company, are as follows: Name Status DJT Holdings Managing Member LLC Managing Member Donald J. Trump Revocable Trust Member The members of DJT Holdings Managing Member LLC, a Delaware limited liability company, are as follows: Name ?tatus Donald J. Trump Revocable Trust Sole Member The members of Ivanka 0P0 LLC, a Delaware limited liability company, are as follows: Name Status Ivanka Trump Revocable Trust Sole Member The members of Don 0P0 LLC, a Delaware limited liability company, are as follows: Name gtatus Donald J. Trump, Jr. Trump Revocable Trust Sole Member The members of Eric 0P0 LLC, a Delaware limited liability company, are as follows: Name Status Eric F. Trump Revocable Trust Sole Member U.S. General Servlces Administration 301 7th Street SW Washington, DC 2040?-0001 Donald J. Trump, Jr. February 10, 20] 'l Page 4 OH The members of Trump Old Post Office Member Corp., a Delaware corporation, are as follows: Name ?tatus DJT Holdings Managing Member LLC Member Ivanka 0P0 LLC Member Don OPO LLC Member Eric 0P0 LLC Member 0P0 Hotel Manager LL C, a Delaware limited liability company, is the Operator. and its members are as follows: Name ?tatus DJT Holdings LLC Member Ivanka OPO Hotel Manager LLC Member Don OPO Hotel Manager LLC Member Eric 0P0 Hotel Manager LLC Member 0P0 Hotel Manager Member Corp Managing Member Non-Individual Direct and Indirect Members Hotel Manager LL C: The members of 0P0 Hotel Manager Member Corp, a Delaware corporation, are as follows: Name 4?tatus DJT Holdings Managing Member LLC Member lvanka 0P0 LLC Member Don OPO LLC Member Eric 0P0 LLC Member GSA understands that in accordance with the operating agreements of the limited liability companies listed above, pro?ts, losses, and other cash distributions are allocated among the members in accordance with their respective percentage interests in the entity, GSA further understands that the limited liability companies listed above maintain capital accounts for each of the members. The Of?cers, Directors, and Managers We understand that President Trump is not an of?cer, director, manager, employee, or other of?cial in any of the entities listed in Section I above. We ?irther understand that President Trump resigned from each and every of?ce and position held in any of the entities listed in Section I above. The Donald J. Tramg Revocable Trust We understand that the property of the Donald J. Trump Revocable Trust (?Trust") includes interests in DJT Holdings LLC and DJT Holdings Managing Member LLC. We further Uts+ General Services Administration 301 7th Street SW Washington. DC 20407-0001 Donald J. Trump. Jr. February 10. 20! 7 Page 5 of5 understand that the Trust has a membership interest in DJT Holdings LLC and DJT Holdings Managing Member LLC. In turn, DJT Holdings Managing Member LLC holds an interest in Trump Old Post Of?ce Member Corp., which holds an interest in Tenant. Further, DJT Holdings LLC holds a membership interest in Tenant. As noted in Section I, pro?ts, losses, and other cash distributions are allocated among the members of the various limited liability companies in accordance with their respective percentage interests in the entity. We understand that Donald J. Trump, Jr. is the Trustee of the Trust, that Allen Weisselberg is the Business Trustee of the Trust, and that Eric F. Trump is the Chairman of the Advisory Board of the Trust. We understand that one of the reSponsibilities of the trustees of the Trust is to hold and administer the trust property. In this regard, we further understand that the Trustees shall distribute net income or principal to President Trump at his request, as the Trustees deem necessary for his maintenance, support or uninsured medical expenses, or as the Trustees otherwise deem appropriate. Continuation at Understandings and Request [or Written Statement Thank you again for your cooperation and access to documents that has enabled us to better understand Tenant?s current organizational structure and develop the understandings set forth above. Please provide a written statement to my attention on behalf of Tenant, no later than Friday, February 17, 2017, to address the following: (1) continuation of understandings of Tenant's business structure as set forth above or, if applicable, any corrections thereto; and (2) Tenant's detailed position and analysis regarding its business structure and how Tenant is in full and complete compliance with the Lease, speci?cally Section 37.19. As part of the submission, please provide any and all documentation, not otherwise re?ected in the understandings set forth above, reasonably necessary to support your position. To the extent Tenant is of the opinion that any such documentation should be protected from disclosure, please include an appropriate notation on the face of each document. Please feel free to call me at (202) 708-4600 with any questions. Sincerely, Met/m M. KEVIN TERRYf?zf?g?gx" Kevin M. Terry Contracting Of?cer cc: Eric Trump (via email) Alan Garten, Esq. (via email) Sheri Dillon, Esq. (via email) U.S. General Services Administration 301 7th Street SW Washington, DC 20407-0001 Exhibit 1.B Letter from Kevin Terry to Donald J. Trump, Jr. dated March 23, 2017 Lease Number GS-LS-116-1307 (Old Post Of?ce, Washington, DC.) Morgan Lewis Sheri A. Dillon Partner +1.202.739.5749 sdillon@morganlewis.com February 17, 2017 VIA EMAIL Mr. Kevin Terry US. General Services Administration 301 7th Street SW Washington, DC 20407-0001 Re: Response to letter dated February 10, 2017 Dear Mr. Terry: As you know, we are counsel to Trump Old Post Of?ce LLC (?Tenant?) with respect to its August 5, 2013 ground lease (the ?Lease?) with the United States of America (?Landlord?) for the property located at 1100 Avenue NW, Washington, DC, and more commonly known as the Old Post Of?ce Building (the We are in receipt of your February 10, 2017 letter requesting that Tenant con?rm General Service Administration?s understanding of Tenant?s business structure and (ii) provide support for its position that Tenant is in full compliance with Section 37.19 of the Lease. To put this Lease in context, as an initial matter, we feel compelled to observe that, by any measure, the redevelopment of the OPO is an example of a great public-private partnership success. First and foremost, the project achieved the objectives spelled out by GSA in its Request for Proposals namely, to leverage the expertise of the private sector to redevelop the OPO in a way that would be ?most lucrative for the federal government while maintaining the historic nature of the building.?1 Ful?lling that objective, the terms of the Lease agreed to by Tenant were superior to the terms offered by others in a spirited and tranSparent competitive bidding process; the project was completed on time and, as expected, is producing a signi?cant ?nancial return to the government through lease payments; and the project created hundreds of jobs, with as many as 429 workers being employed to design and construct the project, more than 300 people currently being employed at the Trump International Hotel (?Hotel") and an additional 100 See GSA Seeks to Redevelop D.C.'s Old Post Office, Effort will preserve historic landmark and add vitality to Avenue, March 24, 2011 m-ailable a! l. Morgan, Lewis 8: Bockius LLP Till Ave. NW Washington, DC 20004-2541 0 +1.202.739.3000 United States 0 +1.202.739.3001 Mr. Kevin Terry February 17, 2017 Page 2 workers being employed by on-site third-party vendors. In short, we believe that the project has exceeded all expectations. All of the above occurred before Donald J. Trump became President and the essential negotiations and project design were complete before he even announced that he would he a candidate for the Presidency. It is abundantly clear that the President?s current position had no in?uence on selection of Tenant as the preferred deve10per of the OPO or the negotiation of the Lease. Nevertheless, over the past several months, some have questioned whether Mr. Trump?s assumption of the Of?ce of President has caused Tenant to violate the ?Interested Parties? clause contained in Section 37.19 of the Lease. Based on the application of well- settled principles of contract interpretation and our review of the plain language of the Lease itself, we believe there to be no merit to these claims. Our analysis of Section 37.19 is set forth herein, together with our con?rmation and clari?cation of understandings of Tenant?s business structure. Before addressing those matters, however, we would like to provide an overview of the background facts and how Tenant came to be admitted to the Lease. I. Background Facts A. History of the Old Post Of?ce Building Designed by Willoughby Edbrooke between 1891 and 1893, and completed in 1899, the OPO originally housed both the Li. S. Post Of?ce Department and the Washington City Post Of?ce.2 It was used as the city?s main post office until circa 1914. After that, it was used by the federal government to house more than fifteen different federal agencies. Over the course of the next century, the OPO fell into substantial disrepair, and it was nearly torn down. However, through preservation efforts, the OPO instead achieved National Historic Landmark Status in 1973. Subsequently, Congress enacted legislation that allowed both government and commercial enterprise to share federally owned space. Thereafter, GSA entered into a lease with a private company that ultimately did not prove to be successful. In December 2000, GSA submitted to Congress a plan for redevelopment of the and, in 2004, GSA issued a Request for Expressions of Interest to redevelop the site, a process that was never successfully completed. Finally, in 2008, Congress passed the Old Post Of?ce Building RedeveIOpment Act, Pub. L. No. 110-359, requiring GSA to proceed with the redevelopment of the OPO. 1 For further in formation regarding the OPO's history, see Request for Proposals, RedeVelopment of Old Post Off cc, Washington, D. C., March 24, 2011, U. 5. General Services Administration, Public Buildings Service, National Capital Region= (the available at id=9 447lc0564e view=l. Mr. Kevin Terry February 17, 2017 Page 3 B. Request for Proposals In March 2011, GSA issued a ISO-page RFP seeking a developer to restore, rehabilitate, preserve, manage and operate the OPO. The RFP did not mandate any particular use and noted that will rely on market-analysis based responses to its solicitation to help determine the highest and best use.?3 The RFP asked offerors to submit their best ?nancial offer in a comprehensive and detailed proposal.4 In the end, 10 developers, including Tenant, chose to submit bids to GSA, though the identities of the bidders were not disclosed. All bids were due on July 20, 2011. On Februaty 7, 2012, Tenant was selected as the preferred developer of the project. GSA selected Tenant?s offer over the other bids because, as GSA explained, "[aj?er closely evaluating the submissions, GSA determined the Trump Organization proposal (epresemed the strongest development team, best long term potential for the local community, and most consistent stream of revenue for the Federal Government. "5 Upon announcing its selection, GSA reiterated that it was committed ?to effectively and efficiently managing the Federal real estate footprint to achieve the best value for Arnerica?s taxpayers and communities . . . According to GSA Public Buildings Service Commissioner Robert Peck, ?[d]eciding to move forward with redeveloping this iconic property will save millions in taxpayer dollars. The tremendous response from the private sector allowed us to select a proposal that will provide a positive economic return for the Federal Government and better utilize a historic property on our nation?s Main Street?? On April 16, 2012, BP-Metropolitan Investors, LLC submitted a protest to GSA alleging that GSA unlawfully selected Tenant as the preferred developer of the CFO and that BPM should be given the opportunity to make its offer better. In denying request, GSA defended its decision and stated: misunderstanding of the selection process re?ects an erroneous business strategy for responding to the RFP. . . . [O]ther oft?erors, including Trump, recognized the importance of submitting their ?best? financial offer . . . 3See GSA Selects the Organization as Preferred Developer for DC's Old Post O?ice, Action leverages nearly $200 million in private sector?rnds to restore and reuse a National Historic Landmark gFeb. 7, 2012), 123671 . See id 7 M. a See GSA Letter to Cary Euwer re Agency Level Protest of BPM, Redevelopment of the Old Post Office (May 9, 2012), 33911nger-to-B Mr. Kevin Terry February 17, 201? Page 4 GSA and Tenant then spent the next year and a half' negotiating a detailed agreement for the building?s redevelopment specifying building usage, historic preservation requirements and details of the Federal Govemment?s revenue stream. C. GSA and Tenant Execute the Ground Lease On June 5, 2013, GSA announced it had completed negotiations on a 60-year ground lease with Tenant. Under the agreement, "$200 million of private sector ?tnds will be invested to restore the 114 year old federal building and convert it into a luxury mixed- nse development -- Trump International Hotel. The Old Post O?ice, Washington DC. -- that will serve the local community, preserve the facility, and save tarpayer dollars. The pending agreement now moves to Congress for a review period of 3 0 days.? 9 GSA further explained that it selected The Trump Organization as the preferred developer ?after an open and robust competitive process. offer was deemed the most compelling, and it included the strongest development team, provided long term bene?ts to the local community, and offered the best overall proposal to the federal government.?10 At the unveiling for the designs of the OPO on September 9, 2013, Dorothy Robyn, GSA's Public Building Service Commissioner, remarked that ?[t]oday, great stewardship means partnering with the private sector for a second renaissance of the Old Post Of?ce. In the Trump Organization, we have found a partner who understands both the privileges and reSponsibilities of our historic assets?and who understands that historic preservation is good business. American taxpayers will see the savings directly, and they will be able to enjoy the restoration of a unique historical asset.? D. Trump International Hotel Washington, D.C. Opens On July 23, 2014, Tenant broke ground on the redevelopment of the OPO. And, in September 2016, Tenant opened the Hotel two years ahead of schedule. Brought about in order to spur growth in downtown Washington D. C., the Hotel is a signi?cant part of the revival of the Avenue deveIOpment corridor. When the OPO was owned and Operated by the United States government, it cost taxpayers over $6 million per year. 2 Now, the pmperty generates over $3 million at ground lease rent payments, in addition to 9 See GSA and Trump Organization Reach Deal on Old Post O?ice Lease. $200 million deal to preserve historic landmark now goes to Congress (J one 5, 2013), ht_tps govlportal/content/l 72 963. "id. See Dorothy Robyn, GSA Completes Deal on Old Post 01?" ca, GSABLOG (Sept. 1 1, 2.013) 1 ll ll - '2 See Briefing ivlelnorandum li'om U. 5. House of Representatives Committee on Transportation and In?'astructure to Members of the Subcommittee on Economic DeveloPment, Public Buildings and Emergency Management (Feb. 6, 2012], Mr. Kevin Terry February 17, 2017 Page 5 signi?cant ancillary tax revenue and hundreds of permanent jobs. During the peak of the development period, there were 429 workers on site. Today, the Hotel directly employs over 300 workers and an additional 100 workers by means 'of on-site third-party vendors. B. Donald J. Trump is Elected President and Relinquishes Management of Tenant On November 8, 2016, Donald J. Trump was elected President of the United States. Immediately following his election, Mr. Trump undertook steps to separate himself from all positions of leadership and management of TTO. Among other steps taken, Mr. Trump conveyed all of his business and investment assets to The Donald J. Trump Revocable Trust, dated April 7, 2014, as amended (the ?Trust?) and resigned from all positions of authority with TTO and its af?liated companies, including Tenant. In his place, Mr. Trump appointed Allen Weisselberg and Donald J. Trump, Jr. as Trustees of the Trust, and Eric F. Trump as the Chairman of the Advisory Board of the Trust. Today, the Trustees are responsible for managing and administering the Trust?s assets, including Tenant, and the Trust precludes the Trustees ?om providing any reports or information to Mr. Trump regarding the holdings or sources of income of the Trust. H. Tenant is In Full Compliance with Section 37.19 of the Lease Section 37.19 of the Lease provides: No member or delegate to Congress, or elected of?cial of the Government of the United States or the Government of the District of Columbia, shall be admitted to any share or part of this Lease, or to any bene?t that may arise there?'om; provided, however, that this provision shall not be construed as extending to any Person who may be a shareholder or other bene?cial owner of any publicly held corporation or other entity, if this Lease is for the general bene?t of such corporation or other entity. (Emphasis added.) A. Section 37.19 Does Not Apply to Elected Of?cials Who Were Previously Admitted to the Lease The interpretation of a government contract begins with the plain language of the contract. See Bell/Heery v. United States, 739 F.3d 1324, 1331 (Fed. Cir. This holds true for government leases as well as other agreements.? See California Oregon Broadcasting v. United States, 74 Fed. Cl. 394, 399 ?3 See also Coast Fed. Bank, FSB v. United States, 323 F.3d 1035, 1033 (Fed. Cir. 2003); Gould, Inc. v. United States, 935 F.2d 1271, 1274 (Fed. Cir. 1991);Anchor Sav. Bank FSB v. United States, 121 Fed. Cl. 296, 310 (2015). ?4 Even the fact that parties may disagree about the meaning of contract language does not preclude a ?nding that the language is clear. See Cmgz. d: Heating Co. v. Ketso, 987 F.2d 1575, 1579 (Fed. Cir. Mr. Kevin Terry February 17, 2017 Page 6 By its express terms, Section 37.19 is prOSpective as it prescribes a ?Jture (post- Lease execution) event. The Speci?c event that it prescribes is admitting an elected of?cial to ?any share or part of th[e] Lease, or to any bene?t that may arise therefrom.? The plain dictionary de?nition of ?admit? is ?to allow entry?; ?to give entrance or access.? Merriam Webster 13? Collegiate Dictionary 15 (10th ed. Admit, as used in Section 37.19, refers to a singular transaction or act. Shall is prospective: It is ?used to express what is inevitable or what seems likely to happen in the future? or ?used to express simple futurity.? Id. at 1076 (emphasis added)? Thus, Section 37.19 does not prohibit an elected of?cial from sharing or bene?tting from the Lease. It prohibits an elected of?cial from being admitted to a share or bene?t of the Lease (with certain exceptions discussed below). As is clear from the factual background set forth above, the act of admitting Tenant, and thus as an indirect bene?cial owner of Tenant,18 Mr. Trump, to a share or a bene?t of the Lease occurred when the Lease was executed, long before he became an elected of?cial. Any interpretation of Section 37.19 that precludes a lessee or owner of a lessee, previously admitted to a share or a bene?t of the Lease, from continuing to enjoy that share or bene?t would render the operative verb admitted super?uous, and would substitute ?share? and ?bene?t? as the operative verbs, even though Section 37.19 uses these terms as nouns.?9 Such an interpretation would be beyond the pale of plain meaning.20 1993); Bell/Heel)! v. United States, 106 Fed. Cl. 300, 309 (2012), a?'d 739 F.3d 1324 (Fed. Cir. 2014); W. Bay Builders, Inc. v. United States, 85 Fed. Cl. 1, 14(2008). '5 See also Frazier v. United States, 67 Fed. C1. 56, 60 (2005). ?5 ?[l]nterpretive tools such as dictionaries are ?'equently used by courts to determine the meaning of a document's phrase or provision.? Travelers Casualty cit Surety Co. v. United States, 75 Fed. C1. 696, 708-09 (2007); see also Anchor Sav. Bank, 121 Fed. Cl. at 3! l. '7 Accord Black?s Law Dictionary 1585 (10th ed. 2014) (?shall? means ?will (as a ?iture-tense verb)?) (emphasis added); Gillette Co. v. ?42"Prod Ltd, 396 F.2d 1001, 1005 (C.C.P.A. 1968) (concurring opinion) (shall is a prospective term). 13 Mr. Trump holds an indirect interest in Tenant, as bene?ciary of the Tmst. The Trust holds an interest in DJT Holdings LLC and DJT Holdings Managing Member LLC, both of which hold interests in Tenant. ?9 ?[P]rovisions of a contract must be so construed as to effectuate its spirit and purpose . . . an interpretation which gives a reasonable meaning to all of its parts will be preferred to one which leaves a portion of it useless, inexplicable, inoperative, void, insigni?cant, meaningless, super?uous, or achieves a weird and whimsical result." Gould, Inc, 935 F.2d at 1274 (quoting Arizona v. United States, 216 Ct. Cl. 221 (1978)). 3" Even if Section 37.19 were susceptible to another reading, settled rules of contract interpretation would require that any latent ambiguity be construed against the government as the drafter of the provision under the doctrine of contra proferentem. Metric Constructors. Inc. v. Nat'l Aeronautics Space Admin, 169 F.3d 747, 754 (Fed. Cir. 1999); see also Chapman Law Firm, LPA v. United States, 103 Fed. Cl. 28, 44 (2012) (?The doctrine of contra pra?rentem favors accepting [the non-dra?ing party?s] interpretation of the disputed, ambiguous phrase?); Valley Realty Co. v. United States, 96 Fed. Cl. 16, 31 (2010) (ambiguous lease construed against government; ?[t]he the risk of latent ambiguity, lack of clarity, or absence of proper warning on the drafting party"). Mr. Kevin Terry February 17, 2017 Page 7 B. Section 37.19 Does Not Apply to Owners of Other Entities When a Lease is for the Bene?t of That Entity There is a second reason why, under its plain language, Section 37.19 was not violated when Mr. Trump assumed the Of?ce of President, regardless of whether the clause is prOSpective. Section 37.19 includes an exception to the general rule regarding admitting elected of?cials in a proviso, which states: [Section 37.19] shall not be construed as extending to any Person who may be a shareholder or other bene?cial owner of any publicly held corporation or other entity, if this Lease is for the general bene?t of such corporation or other entity. (Emphasis added.) The term ?Person" is de?ned broadly under the Lease, and includes individuals. Here, the Person is Mr. Trump. And Mr. Trump is an indirect bene?cial owner of Tenant.21 Tenant is an ?other entity? and the Lease is clearly for the bene?t of Tenant as a business entity. Tenant entered into the Lease, not to provide the leased premises to Mr. Trump for his use and enjoyment; it entered into the Lease to acquire property that it could use to deveIOp and Operate a hotel and related facilities. We recognize that the proviso also refers to ?any publicly held corporation? and that Tenant is not a publicly held corporation. But the proviso further applies broadly to ?other Following the well-established rules of contract interpretation, an adjective that precedes a series of nouns modi?es all nouns in the series only if there is no intervening adjective.22 Here, the last noun in the series is preceded by an intervening adjective, ?other.? As a result, ?publicly held? does not modify ?entity?; ?other? modi?es entity.23 Therefore, Tenant is an ?other entity? and Section 37.19 by its plain meaning does not apply to Tenant. C. A Comparison to 18 U.S.C. 431 Con?rms the Inapplicability of Section 37.19 As just explained, the plain language of Section 37.19 does not prohibit a person who is admitted to a share or bene?t of the Lease ?om continuing to hold and enjoy that share or bene?t after becoming an elected of?cial. Therefore, it would be both imprOper and unnecessary to look for guidance outside the four?corners of the Lease. 2" To the 3' See supra note I 8. 22 See Karmeiy v. Wertheimer, 737 F.3d 197, 205 (2d Cir. 2013). 23 See id. 2" if for some reason the terms of a clause are not clear on their face, other evidence may be used to interpret them. See THO?Paradigm Emu! Inc. v. United States, 465 F.3d 1329, 1339 (Fed. Cir. 2006). Evidence may include examples of other provisions, clauses, or guidance relating to those clauses that may aid in contract Mr. Kevin Terry February 17, 2017 Page 8 extent, however, that GSA wishes to delve ?irther, a comparison of the clause to 18 U.S.C. 431 con?rms the analysis. 18 U.S.C. 431 provides, in relevant part, as follows: ?Whoever, being a Member of or Delegate to Congress, or a Resident Commissioner, either before or after he has qualified, directly or indirectly, himself, or by any other person in trust for him, or for his use or bene?t, or on his account, undertakes, executes, hotds. or enjoys, in whoIe or in part, any contract or agreement, made or entered into in behalf of the United States or any agency thereof, by any of?cer or person authorized to make contracts on its behalf, shall be ?ned under this title. Ail contracts or agreements tirade in Victorian of this section shat! be void. . (Emphasis added.) 18 U.S.C. 431, which does not apply to the President, is notable because it voids a government contract under which a covered government of?cial receives any bene?t whatsoever. Moreover, the prohibited bene?t need not be direct, but applies if the bene?t is indirect. And 431 applies to contracts that were legal when entered into if a direct or indirect bene?ciary becomes a covered of?cial during the term of the contract. Section 431 is not an obscure law. It is well known to all dra?ers of government contracts and, especially, to GSA, which is the counter?party to countless government contracts. Its existence shows that, if GSA had intended to prevent previously admitted persons to the Lease from continuing to hold and enjoy their previously vested share or bene?t, it had a ready template. D. In Any Event, Tenant Did Not Breach the Lease Finally, even if Section 37.19 were somehow deemed to have been violated by Mr. Trump?s act of taking the oath of Of?ce, the violation does not constitute a default of the Lease by Tenant. Section 27.1 of the Lease identi?es the instances in which Tenant may be found to be in default and the attendant remedies for default. Although Section addressing non-monetary breaches, provides that Tenant is in default if it has breached interpretation. See Ensley, Inc. v. United States, 114 Fed. Cl. 704, 715 (2014) (comparing virtually identical provisions in two contracts); Blongh v. United States, 17 CI. Ct. 186, 190 (1989) (comparing two different contracts and their differing language); see also LP v. United States, 46 Fed, Cl. 762, 770 (2000) (one party to a contract attempted to impute meaning into a contract by reference to a GSA clause, but the court determined that party?s interpretation was "unacceptable? because the contract and GSA clause used ?substantially different language?). Mr. Kevin Terry February 17, 20l7 Page 9 ?terms, obligations, conditions, agreements or covenants under this Lease,? it offers no remedy for any actions taken by others - only actions or inactions by Tenant. Moreover, if, notwithstanding the plain language of Section 37.19, a violation of that section were deemed to have occurred, that violation would result from Mr. Trump assuming the Of?ce of President and not because of any action by Tenant when it ?admitted? Mr. Trump to a share or bene?t of the lease. In other words, "Section 37.19 does not impose any obligations or restrictions that Tenant violated, and Section 27.1 does not afford aremedy to GSA for any violation of Section 37.19 that resulted ?'om Mr. Trump becoming President. On this point, we recur to 18 U.S.C. 431. Where it applies, it provides its own remedy; the contract becomes void even if the counter-party to the contract is not the covered of?cial whose assumption of public of?ce violates 18 431. Here, if GSA had intended a violation of Section 37.19 to be an event of default, it could have included an applicable default provision. Clari?cations of Understanding of Tenant?s Current Organizational Structure We con?rm understandings of Tenant's business structure, subject to the following clari?cations. On page 2 of letter dated February 10, 2017, GSA provides a list of the individuals and entities that it believes have an ownership interest in Trump Old Post Q?ce LLC. That list incorrectly includes Ivanka 0P0 Hotel Manager LLC, 0P0 Hotel Manager LLC, and OPO Hotel Manager Member Corp. None of those three entities have an ownership interest in Trump Old Post Of?ce LLC. In addition, on page 3 of letter dated February 10, 2017, GSA states: ?In turn, DJ Holdings Managing Member LLC holds an interest in Trump Old Post Of?ce Member Corp., which holds an interest in Tenant.? The letter further states that Holdings LLC holds a membership interest in Tenant.? While those statements are true, they are potentially misleading. DJT Holdings Managing Member LLC and DJT Holdings LLC are holding companies that hold interests in hundreds of entities. Mr. Kevin Terry February 17, 2017 Page 10 IV. Conclusion For all of the reasons set forth above, Tenant remains in full compliance with Section 37.19 of the Lease, and looks forward to working with GSA for many years to come. Tenant is committed to ensuring that our public-private partnership remains a strong example of how private enterprise can assist government agencies in achieving their objectives. To the extent that GSA has any remaining concerns, Tenant stands ready to continue our dialogue and address those concerns. dim teri A. Dillon Sincerely, cc: Alan Garten, Esq. Barry Segal, Esq. Tim Tozer, Esq. Donald J. Trump, Jr. Eric F. Trump Exhibit 1.C Letter from Kevin Terry to Donald J. Trump, Jr. dated March 23, 2017 Lease Number (Old Post Of?ce, Washington, DC.) Morgan Lewis Sheri A. Dillon Partner ?202.739.5749 sherl.dillon@morganlewis.com March 20, 2017 VIA EMAIL Kevin Terry U.S. General Services Administration 301 7th Street SW Washington, DC 20407-0001 Re: Additional Analysis re Ground Lease, dated as of August 5, 2013 by and between the United States of America, acting by and through the Administrator of General Services, and Trump Old Post Of?ce LLC (as amended, the ?Lease?)1 Dear Mr. Terry: in our letter of February 17, 2017, we explained why Trump Old Post Of?ce LLC (?Tenant?) continued to be in full compliance with the Lease, and in particular with section 37.19, after the inauguration of Donald J. Trump, an indirect owner of Tenant, as President. In that letter, we explained that Federal Circuit precedent regarding contract interpretation would guide the interpretation of section 37.19, and that the Federal Circuit looks to the four corners of a contract and interprets its provisions based on their plain language. With this letter, we provide you some further analysis and information. Following your consideration of all of Tenant?s facts and circumstances, we request that you provide Tenant a Lease Status Report regarding your determinations. We further request, that pursuant to section 17.1(a) of the Lease, that as Landlord?s Contracting Of?cer, you execute, acknowledge and deliver a certi?cate (?the Certi?cate?) certifying that no event has occurred that would constitute an Event of Default under the Lease, (ii) Tenant is in ?lil compliance with section 37.19, the Lease is valid and in full force and effect as of the date hereof, and (iv) ordinary course amendments and modi?cations to the Lease will have no effect on this certification. 1 Each capitalized term used but not de?ned herein has the meaning given to it in the Lease. Morgan, Lewis Bockius I.I.P 1111 Avenue, NW Washington, Dc 20004 0 +1.202.739.3000 United States 0 +1.202.739.3001 Kevin Terry March 20, 2017 Page 2 Please ?nd below our further analysis of section 37.19, followed by a summary of an amendment that the members of Tenant have made to Tenant?s Operating agreement. 1. Interpretation of the Section 37.19 Proviso We have again reviewed our records and given further thought to the proviso in section 37.19, and compared it to the proviso in a similar provision in standard lease form (the standard form?). The section 37.19 proviso states: [p]rovided, however, that this provision shali not be construed as extending to a Person who may be a shareholder or other bene?cial owner of any publidy held corporation or other entity. if this Lease is for the general benefit of such corporation or other entity. Emphasis added. By comparison, Section of the GSA standard form that was in use at the time the OPO lease was negotiated and entered into provided as follows: No member of or delegate to Congress, or Resident Commissioner, shall be admitted to any share of the lease agreement, or to any bene?t that may arise therefrom; but this provision shall not be construed to extend to any corporation or company 3? the agreement be for the generat bene?t of such corporation or company. Emphasis added. GSA Form 3486 (REV. 4-1999). Section was not changed when GSA later modi?ed Form 3486. See Section of GSA Form 3486 (REV. 10-2013). Linguistically, the proviso in the Lease differs from the standard proviso in two respects: First, it is even clearer in the section 37.19 proviso as compared to the GSA standard form proviso that section 37.19 is not breached because the owner of a contracting entity (a shareholder or other bene?cial owner) is or becomes a covered of?cial, as long as the lease is for the general bene?t of the entity. Second. instead of referring to ?any corporation or company,? section 37.19 refers to ?any publicly held corporation or other entity." The Iiteral meaning of these two phrases ?any corporation or company? and ?any publicly held corporation or other entity? is the same. Fairly read, each iteration refers to all juridical entities (whether or not corporate entities, partnerships, or limited liability companies). In the case of the proviso in section 37.19, an ?other entity? that is not a ?publicly held corporation" includes non-public, closely or privately held corporations, as well as all other types of entities that are not corporations. 1n the case of the GSA standard form proviso, ?any corporation or company? includes the same cohort ofjuridical entities, corporations, partnerships, and limited liability companies, regardless of whether such entities are publicly or non-publicly held. Kevin Terry March 20, 2017 Page 3 As we explained in our prior letter, under normal rules of construction the phrase ?publicly held? in section 37.19 modi?es only ?corporation,? and does not modify or limit the sc0pe of ?other entity.? And there is no reason to infer that it should. As is evident from the preceding review of the GSA standard form proviso, limiting the section 37.19 proviso to entities that are publicly traded and excluding from the proviso all entities that are not publicly traded would represent a radical narrowing of the generally applicable proviso. Such a drastic deviation should not be inferred without compelling extrinsic evidence, of which (as noted below) there is none. Like the proviso in the section 37.19, the proviso in the GSA standard form plainly permits any corporation or company to enter into and continue a lease of government property for its own general bene?t, without concern that the lease will be breached if one of its owners is or later becomes a government of?cial. In other words, the GSA standard form proviso does not evince any policy objective to prevent a bona ?de entity from entering into and continuing a lease of government property even if one of its owners is a government of?cial. To the contrary, the interests of the government are better served if GSA does not have to terminate or renegotiate a pre-existing lease with a bona ?de entity just because one of its owners assumes public of?ce. Our interpretation, however, does not mean that there is no limitation on the provisos. Both the section 37.19 proviso and the GSA standard form proviso prevent a covered of?cial from using an entity to enter into a lease of government property if the lease is for the bene?t of the of?cial, rather than the general bene?t of the entity. To the contrary, the proviso only applies if the lease is ?for the general bene?t of such corporation of other entity? under section 37.19 or ?for the general bene?t of such corporation or company? under the GSA stande form. Both lease provisos require that the entity be a bona ?de entity, operating for its own bene?t. Accordingly, an elected of?cial cannot escape the bounds of section 37.19 or the GSA standard form provision by simply forming an entity for the sole purpose of entering into a lease with the GSA. Thus, these provisos re?ect a policy that treats an entity as separate from its owner so long as the entity is acting for its own purposes in entering into a lease of government property. In any event, and as discussed with your advisors, and with which they acknowledged, even if a court perceived an ambiguity in section 37.19 that would allow for the consideration of extrinsic evidence, there is no extrinsic evidence relating to the negotiation of the Lease that would establish that the parties intended that section 37.19 would be breached if a direct or indirect owner of the Tenant later became a public of?cial. During the extensive negotiations over the lease terms, section 37.19 was never discussed or otherwise considered as anything other than a boiler plate provision. As a result, there is no relevant extrinsic evidence that might suggest another interpretation of section 37.19. Kevin Terry March 20, 2017 Page 4 Amendment to Tenant?s Operating Agreement In connection with our discussions, Tenant?s members determined to amend Tenant?s operating agreement, the Second Amended and Restated Limited Agreement of Trump Old Post Of?ce LLC (the ?Agreement?). To that end, Tenani?s members entered into a First Amendment to the Agreement (the ?Amendment?), which provides that for the duration of President Trump?s term of office (?the Presidency"). Tenant will not make any distributions to DJT Holdings LLC Holdings"), or to any other entity in which President Trump has a direct, indirect or bene?cial interest. During the Presidency, to the extent that there are any amounts that would have otherwise been available for distribution to DJT Holdings, the Amendment provides that those amounts will instead be credited to DJT Holdings? unrecovered contribution account and treated as capital contributions to Tenant. DJT Holdings will not earn any return on such amounts. Moreover, the Amendment limits Tenant's use of the funds associated with those contributions. Speci?cally, Tenant may only use the funds for business activities and purposes, such as repayment of debt, capital improvements, maintenance and repairs, operating expenses, etc. Stated another way, Tenant will not be accumulating those funds, will not be investing in liquid assets, and will not have a ready cash source for later distribution. Rather, the funds will be used to support and enhance the business of Tenant. operation of the hotel, and will be at risk to that business. Conclusion For all of the reasons we have discussed, Tenant continues to believe it is in full and complete compliance with section 37.19 and the Lease is valid and in full force and effect. Tenant appreciates your consideration of these matters and Tenant?s request for a Lease Status Report and a certi?cate. We look forward to continuing our public?private partnership for many years to come. Sincerely, . WM Sheri A. Dillon cc: Paula DeMuth, Esq. Alan Garten, Esq. Tim Tozer, Esq. Donald J. Trump, Jr. Eric F. Trump FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF OLD POST OFFICE LLC (A Delaware Limited Liability Company) THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this ?Amendment") of TRUMP OLD POST OFFICE LLC (the ?Company") is made and entered into as of the 20th day of January 2017. WHEREAS, the Company was duly formed under the laws of the State of Delaware on the 30th day of June 2011; WHEREAS, the affairs of the Company and the conduct of its business are governed by that certain Second Amended and Restated Limited Liability Company Agreement of Trump Old Post Of?ce LLC dated December 2013 (the ?Agreement?); and WHEREAS, the Members desire that, for the duration of the Presidency of Donald J. Trump (the ?Presidency?), the Agreement shall be revised as more particularly set forth herein. NOW, THEREFORE, the Members hereby agree as follows: 1. Capitalized terms used but not otherwise de?ned herein shall have the respective meanings ascribed thereto in the Agreement. 2. Notwithstanding the provisions of Section 3.2 or Section 7.2 of the Agreement, and except as otherwise set forth in this Amendment, during the Presidency, the Company shall not make any distributions to any entity in which Donald J. Trump or The Donald J. Trump lrrevocable Trust dated April 7, 2014 owns, or may in the future own, any direct, indirect or bene?cial interest, including, without limitation, DJT Holdings LLC (any such interest, a ?Restricted Interest"). 3. During the Presidency, any amount that would otherwise be distributed as an Ordinary Distribution with respect to a Restricted Interest shall be credited to the Unrecovered Contribution Account that is associated with such Restricted Interest; the Preferred Return with respect to such Restricted Interest shall be computed without regard to amounts credited to 1 such Unrecovered Contribution Account pursuant to subsection above; and the amounts not distributed shall only be used by the Company for business purposes, such as repayment of debt, capital improvements, repairs, maintenance or business operations, and shall not be used for investment in liquid assets, such as marketable securities, other than as connected to a routine short-tent: cash sweep. 4. For purposes of allocating pro?ts and losses of the Company pursuant to Section of the Agreement, all amounts credited to the Unrecovered Contribution Account pursuant to Section 313] above shall be treated as having been distributed to the holder of such Restricted Interest. 5. The Members hereby agree that prior to amending, modifying or cancelling this Amendment, notice shall be provided to the Administrator of General Services at least thirty (30) days in advance of such action in accordance with the notice provision set forth in the OPO Ground Lease. 6. Notwithstanding anything to the contrary contained herein, this Amendment shall only be effective during the duration of the Presidency and while the OPO Ground Lease remains in full force and effect. 7. From and after the date hereof, all references in the Agreement to ?this Agreement" shall be deemed to include this Amendment. Except as set forth in this Amendment, the Agreement shall remain unmodi?ed and in full force and effect. 8. This Amendment may not be changed, modi?ed, terminated or discharged, in whole or in part, except by a writing executed by all the Members, (ii) shall be construed, governed and enforced in accordance with the laws of the State of Delaware without regard to principles of con?icts of law, may be executed in one or more counterparts (and by facsimile or .PDF), each of which so executed and delivered shall be deemed an original, but all of which taken together shall constitute but one and the same instrument, and (iv) shall be binding upon and inure to the bene?t of the parties hereto and their respective successors and assigns. 9. If any of the provisions of this Amendment, or its application to any situation, shall be invalid or unenforceable to any extent, the remainder of this Amendment, or the application thereof to situations other than that as to which it is invalid or unenforceable, shall not be affected thereby, and every provision of this Amendment shall be valid and enforceable to the fullest extent permitted by law. (Signature page follows) IN WITNESS WHEREOF, the Members have caused this Amendment to be duly executed as of the date ?rst set forth above. DJT HOLDINGS LLC By: Name: DonaW Title: President DON 0P0 LLC By: Name: WP 3r. Title: Pres: IVANKA 0P0 LLC By: Name: Ivanka M. Trump Title: President ERIC 0P0 LLC By: j?r Name: Eric F. Trump Title: President TRUMP OLD POST OFFICE MEMBER CORP Title: Presi en IN WITNESS WHEREOF, the Members have caused this Amendment to be duly executed as of the date ?rst set forth above. DJT HOLDINGS LLC By: Name: Donald J. Trump Jr. Title: President DON 0P0 LLC By: Name: Donald J. Trump Jr. Title: President IVANKA 0P0 LLC By: MD ame: anka .Nlmp I ERIC 0P0 LLC By: Name: Eric F. Trump Title: President TRUMP OLD POST OFFICE MEMBER CORP By: Name: Donald J. Trump Jr. Title: President Exhibit 2 Letter from Kevin Terry to Donald J. Trump, Jr. dated March 23, 2017 Lease Number 16-1307 (Old Post Of?ce, Washington, DC.) SA GSA Public Buildings Service Mag 31, 2014 Via E-Mail Ms. Ivanka Trump Executive Vice President DeveIOpment and Acquisitions 725 Fifth Avenue, 25th Floor New York, NY 10022 Re: Delivery of Exclusive Possession - Effective May 31, 2014 at 11:59 PM Lease No. Dear Ivanka, In accordance with Paragraph 4.6 [Delivery of Exclusive Possession] of the Ground Lease between the General Services Administration (Landlord) and Trump Old Post Of?ce LLC (Tenant) dated August 5, 2013, as af?rmed in Landlord?s letter to Tenant dated September 27, 2013[Noti?cation of Planned Delivery Date], I am pleased to inform you that Delivery of Exclusive Possession will proceed as scheduled, effective May 31, 2014 at 11:59 PM. Please ensure that all necessary provisions of the above referenced lease are in place as required by this milestone inclusive of Tenant?s obligation to have its Fire and Extended Coverage in full force and effect as of the delivery date. Please feel free to contact me directly at (202)708-4600 should you have any questions or concerns related to this matter. Sincerely, Kat/En M. 77mg Kevin M. Terry; Senior Realty Contracting Of?cer US. General Services Administration Public Building Service - National Capital Region cc: Greenblatt T. Tozer S. Edabi B. Banks E. Newman D. Orowitz A. Weiss S. Dalton U.8. General Servlees Administration 301 7th Street SW Washington. DC 20407-0001 Exhibit 3 Letter from Kevin Terry to Donald J. Trump, Jr. dated March 23, 2017 Lease Number (Old Post Of?ce, Washington, DC.) VIA ELECTRONIC Old Post Office LLC do ?the Olganizalion 725 Filth AvcnIIe.2 25" tom New York, New York 10022 Attention: 'l'rnmp Re: Ground Lease, dated as ol'Angusl S, 2013. by and between the United States ol'AInericn. acting by and through the Administrator ot'GcIIerIIl ?eryices, and TrnInn Old Post Office [.113 {as amended. the ?l.cnsc"l Dear I't?tltliitl: Pursuant to Section 6 ..dl of the Work Agreement, this letteI constitutes .?andlord 5 Notice to PI (as de?ned' In the ka Agreement) to with to the entite I'Ioject, subject to the conditions set [01 Conditions Letter dated on 0 about the date helcol. Capitalized terms not de?ned herein shall have the meanings asm ibcd thereto In the Lease. Very truly yours. UNl'l'l-lt) STATES OF AMERICA, acting by and tlnongh the Administrator of General Services 'l"tl Contracting Of?cet U. 8. General Services Administration Exhibit 4 Letter from Kevin Terry to Donald J. Trump, Jr. dated March 23, 2017 Lease Number (Old Post Of?ce, Washington, DC.) GENERAL SERVICES ADMINISTRATION NATIONAL CAPITAL REGION SAFETY, ENVIRONMENT, AND FIRE PROTECTION BRANCH (WPMA) 301 77? Street, SW, Room 2030 Washington, DC. 20407 Tel. (202)708-5236 Fax (202)708-6207 FEDERAL BUILDING TEMPORARY OCCUPANCY CERTIFICATE PERMIT NO. THIS PERMIT IS VALID ONLY FOR THE PREMISES 1) OF THE PROJECT ADDRESS DATE: 9/12/2016 ADDRESS: SERVICE DELIVERY CENTER: 1 100 Ave., NW Hotel - 9 WA Washington, DC 20004 Annex G-2 PERMISSION IS HEREBY GRANTED T0: TRADING AS: TRUMP INTERNATIONAL HOTEL WASHINGTON DC APPROVED USES: PREVIOUS USES: R-l, ASSEMBLY, BUSINESS, MERCANTILE, A-2 BUSINESS, ASSEMBLY, MERCANTILE APPROVED OCCUPANCIES: PREVIOUS OCCUPANCIES: R-l, ASSEMBLY, BUSINESS, MERCANTILE, A-2 BUSINESS, ASSEMBLY, MERCANTILE TYPE: TERM: OCCUPIED SQ. DESIGN EXPIRATION BUILDING MODERNIZATION 30 DAYS FOOTAGE: OCCUPANT DATE: 408894 LOAD: SQ. FEET 3572 BUILDING CODE EDITON (AT TIME OF BUILDING CODE EDITON (AT TIME OF TYPE 0? CONSTRUCTION: BUILDING CONSTRUCTION): PERMIT ISSUANCE): TYPE IBC 2012 IBC 2015 DESCRIPTION OF USE: HOTEL, ASSEMBLY, MERCANTILE, RESTAURANT AREAS EXCLUDED FROM TCO: a. Northeast corner Trump townhouse - room 141 Exmwm Ground ?oor: northwest kitchen space, spa The entire garage parking area in the annex The NPS (as de?ned in the Lease) space on the 9th, 10th, 12th and 13th ?oor Floor 1, rooms: 110,112, 114, 116, 118, 120,121,122 Mezzanine level, rooms: M110, M112, M114, M116, M118, M120, M121, M122 EDT-99 Th. Floor 2, rooms: 222%; ewm, 239, 240, 241, 242, 243, 244, 245, mm}; i. Floor 4, room 401 j. Floor 5, rooms: 509, 522, 535, 539, 544 k. mm?kmandc?dwa?koc . mm? mommooao; norms 49mm awn 112319? KN 13W TCO issued in con] action with Jensen Hughes Certi?cation Letters: TCO Fire Alarm System dated 9/11/16 TCO Smoke Control System dated 9/10/16 TCO Life Safety Letter dated 9/8/16 TCO Sprinkler Testing and Inspection Letter dated 9/ l/16 Kitchen Hood Fire Suppression Inspection and Acceptance dated 9/8/16 ECS Letter for Recommendation for Partial Occupancy for Trump Old Post Office dated 9/9/16 CERTIFICATE ENSURES THAT ALL FIRE PROTECTION AND LIFE SAFETY SYSTEMS HAVE BEEN COMPLETED. INSPECTED. SUCCESSFULLY TESTED AND APPROVED TO PROVIDE A REASONABLE. DEGREE OF SAFETY TO THE BUILDING FROM FIRE AND SIMILAR EMERGENCIES. LAURA DOYLE. RE. GSA Fire Protection Engineer National Capital Region GENERAL SERVICES ADMINISTRATION NATIONAL CAPITAL REGION SAFETY, ENVIRONMENT, AND FIRE PROTECTION BRANCH (WPMA) 301 71'? Street, SW, Room 2080 Washington, DC. 20407 Tel. (202)708-5236 Fax (202)708-6207 FEDERAL BUILDING TEMPORARY OCCUPANCY CERTIFICATE PERMIT NO. THIS PERMIT IS VALID ONLY FOR THE PREMISES DC0029-16-014 OF THE PROJECT ADDRESS DATE: 9/11/2016 ADDRESS: SERVICE DELIVERY CENTER: 1 100 Ave., NW Hotel - 9 NIA Washington, DC 20004 PERMISSION IS HEREBY GRANTED T0: TRADING AS: TRUMP INTERNATIONAL HOTEL WASHINGTON DC APPROVED USES: PREVIOUS uses: ASSEMBLY, BUSINESS, MERCANTILE, A-2 BUSINESS, ASSEMBLY, MERCANTILE APPROVED occumweuss: PREVIOUS occuraucms: R-l, ASSEMBLY, BUSINESS, MERCANTILE, A-2 BUSINESS, ASSEMBLY, TYPE: TERM: OCCUPIED SQ. DESIGN EXPIRATION BUILDING MODERNIZATION 30 DAYS FOOTAGE: OCCUPANT DATE: 400,000 10111116 SQ. FEET 6:150 BUILDING CODE EDITON (AT TIME OF BUILDING CODE EDITON (AT TIME OF TYPE OF CONSTRUCTION: BUILDING CONSTRUCTION): PERMIT ISSUANCE): TYPE IBC 2012 2015 DESCRIPTION OF USE: HOTEL, ASSEMBLY, MERCANTILE, RESTAURANT AREAS EXCLUDED FROM TCO: Northeast corner Trump townhouse - room 141 Northwest corner Franklin Study bathroom and associated corridor, 1" Floor Ground ?oor: northwest kitchen space, spa The entire garage parking area In the annex The NPS (as de?ned in the Lease) Space on the 9th, 10th, 12th and 13th ?oor Floor 1, rooms: 110, 112, 114, 116, 118, 120, 121, 122 Mezzanine level, rooms: M110, M112, MI 14, M116, M118, M120, M121, M122 Her-9999'? 11. Floor 2, rooms: 201, 202, 203, 205, 206, 207, 208, 209, 210, 212, 214, 216, 218, 219, 220, 221, 222, 223, 224, 226, 228, 229, 230, 231, 232, 233, 234, 235, 236, 237, 238, 239, 240, 241, 242, 243, 244, 245, 246, 247 i. Floor 4, room 401 j. Floor 5, rooms: 509, 522, 535, 539, 544 k. The entirety of floor 9 with the exception of the following which are included: office, accounting of?ce, LT. of?ce, and of?ce 1. Ground floor: sales and marketing of?ces, ?tness center, Patton and Grant meeting rooms and pre?i'unction (due to lack of carpet installation) to. The annex in whole (due to non-functioning or missing stair door closers) n. Mezzanine of BLT (due to completion of railing) NO ELECTRONIC LOCKING OF DOORS PERMITTED EXTERIOR EMERGENCY LIGHTING SHALL BE PROVIDED BY GUARDS AT STREET, 12'? STREET, AND 11m STREET STREET BOLLARD AND LANDSCAPE PLANTER HAZARD SHALL BE PROTECTED STAIR GROUND FLOOR LEVEL OF EXIT DISCHARGE DOOR SHALL BE MANNED 24 HOURS A DAY TO ENSURE DOOR LATCHS. TCO issued in con] action with Jensen Hughes Certi?cation Letters a. TCO Fire Alarm System dated 9(11Il6 b. TCO Smoke Control System dated 9l10/16 c. TCO Life Safety Letter dated 918/16 d. TCO Sprinkler Testing and Inspection Letter dated 9! 11f16 e. Kitchen Hood Fire Suppression Inspection and Acceptance dated 9/8!16 ECS Letter for Recommendation for Partial Occupancy for Trump Old Post Office dated 9/9/16 THIS CERTIFICATE ENSURES THAT ALL FIRE PROTECTION AND LIFE SAFETY SYSTEMS HAVE BEEN COMPLETED, INSPECTED, SUCCESSFULLY TESTED AND APPROVED TO PROVIDE A REASONABLE DEGREE OF SAFETY TO THE BUILDING OCCUPANTS FROM FIRE AND SIMILAR EMERGENCIES. LAURA DOYLE, P.E. GSA Fire Protection Engineer National Capital Region Exhibit 5 Letter from Kevin Terry to Donald J. Trump, Jr. dated March 23, 2017 Lease Number GS-LS-116-1307 (Old Post Of?ce, Washington, DC.) 725 Fifth Avenue, 25''1 Floor New York, New York 10022 November 1, 2016 VIA FEDERAL EXPRESS OVERNIGHT United States General Services Administration Portfolio Management - Suite 7600 7th Streets, SW. Room 7660 Washington, DC. 20407 Attn: Kevin Terry Re: Written Notice of Opening Date Dear Mr. Terry: Reference is hereby made to that certain Ground Lease, dated as of August 5, 2013, by and between The United States of America, acting by and through the Administrator of General Services, as landlord and Trump Old Post Of?ce LLC, as tenant (as amended through the date hereof, the ?Ground Lease?). All capitalized terms used but not de?ned in this Letter shall be de?ned in the Ground Lease. As required pursuant to Section of the Ground Lease, Tenant hereby provides written notice to Landlord that the Opening Date occurred on October 26, 2016. Please countersign the certi?cate enclosed herewith to con?rm the same and return it to the Tenant's attention at the address above. Trump Old Post Of?ce LLC on: United States General Services Administration Of?ce of Regional Counsel, Suite 7048 7th Streets, SW. Washington, DC. 20407 Arm: Regional Counsel (VIA FEDERAL EXPRESS OVERNIGHT) Reno at Cavanaugh PLLC 455 Massachusetts Avenue, NW, Suite 400 Washington, DC 20001 Atm: Barbara Wachter Needle, Esq. (VIA FEDERAL EXPRESS OVERNIGHT) CERTIFICATION OF OPENING DATE Pursuant to Section 4.l of that certain Ground Lease dated as of August 5, 2013, by and between The United States of America, acting by and through the Administrator of General Services, as landlord, and Trump Old Post Of?ce LLC, as tenant, the parties hereto hereby certify that the Opening Date (as de?ned in the Ground Lease) occurred on October 26, 2016. LANDLORD: United States of America, acting by and through the Administrator of General ?Serviczs ByName: mic Kevin M. Contracting Of?cer 5. General Services Administration TENANT: Trump Old Post Office LLC Dated: November 2, 2016 Exhibit 6 Letter from Kevin Terry to Donald J. Trump, Jr. dated March 23, 2017 Lease Number GS-LS-116-1307 (Old Post Of?ce, Washington, DC.) Trumll Illtl Post attire no 725 Fifth Menu 2, 269' Floor New York. NY 10022 December l6, 20l6 BY OVERNIGHT DELIVERY United States General Services Administration Portfolio Management - Suite 7600 7th Streets, SW. Washington, DC. 20407 Attention: Kevin Terry Re: Ground Lease [as previously amended and may be ?thher amended from time to time, the ?Lease"), dated as of August 5, 2013, between the United States of America, acting by and through the Administrator of General Services (?Landlord") and Trump Old Post Of?ce LLC (?Tenant?l' Dear Kevin: Please be advised that Donald J. Trump (?Mn Trump") intends to assign all of his interests in Trump Old Post Office Member Corp to DJT Holdings Managing Member LLC (?Holdings and such assignment to Holdings MM, the ?Transfer"). We anticipate the Transfer to be consummated no earlier than January I, 2017. Like the prior transfers that occurred in February 2016, the Transfer does not require Landlord?s consent under Article XV of the Lease. The Trust is a Trump Family Member, and therefore a Trump Af?liate, because the Trust is a trust for the primary bene?t of Mr. Trump. An executed copy of the document consummating the Transfer will be provided to you after the Transfer has been consummated. Capitalized terms used but not de?ned herein shall have the meaning given to them in the Lease. Please do not hesitate to contact us if you have any questions or concerns. Very truly yours, TRUMP OLD POST OFFICE LLC, a Delaware limited liability company By: Name: Adam L. Rosen Title: Authorized Signatory cc: United States General Services Administration Of?ce of Regional Counsel, Suite 7048 a Streets, s.w. Washington, DC 20407 Attn: Regional Counsel Reno Cavanaugh PLLC 455 Massachusetts Avenue, NW, Suite 400 Washington, DC 20001 Attn: Barbara Wachter Needle, Esq. Exhibit 7 Letter from Kevin Terry to Donald J. Trump, Jr. dated March 23, 2017 Lease Number 16-1307 (Old Post Of?ce, Washington, DC.) 0ltl I'tlst llt?eo 725 Fifth Avenue, 26" Floor New York. NY 10022 December 29, 2016 BY OVERNIGHT DELIVERY United States General Services Administration Portfolio Management - Suite 7600 7th Streets, SW. Washington, DC. 20407 Attention: Kevin Terry Re: Ground Lease (as previously amended and as may be further amended from time to time, the ?Lease"), dated as of August 5, 2013, between the United States of America, acting by and through the Administrator of General Services (?Landlord") and Trump Old Post Office LLC (?Tenant?)' Dear Kevin: Please be advised that the Ivanka Trump Revocable Trust dated August 13, 2010 may transfer its interests in lvanka 0P0 LLC to another trust (the Transfer?). In the event it occurs, we anticipate the IT Transfer to be consummated before January 20, 2017. Please note that the IT Transfer is a transfer of a non-Controlling interest in Tenant and does not require Landlord?s consent under Article XV of the Lease. For your reference, attached hereto as Exhibit A is a true and correct Organizational Chart as of the date hereof, and attached hereto as Exhibit l_3_ is the Organizational Chart that will be true and correct following the consummation of both the IT Transfer (if it occurs) and the Transfer referenced in that certain notice letter sent by Tenant to Landlord on December 16, 2016. We will keep you updated as to the status of the IT Transfer and notify you in the event the IT Transfer will not be consummated. Please do not hesitate to contact us if you have any questions or concerns. Thank you. [Signature Page Follows] Capitalized terms used but not de?ned herein shall have the meaning given to them in the Lease. CC: Very truly yours, TRUMP OLD POST OFFICE LLC, a Delaware limited liability company By: Name: Adam L. osen Title: Authorized Signatory United States General Services Administration Of?ce of Regional Counsel, Suite 7048 Streets, s.w. Washington, DC 20407 Attn: Regional Counsel Reno Cavanaugh PLLC 455 Massachusetts Avenue, NW, Suite 400 Washington, DC 20001 Attn: Barbara Wachter Needle, Esq. Exhibit A (see attached) Char! TRUMP OLD POST OFFICE LLC . (hf: F. Thur; 5d: Tunic] THE DONALD TRUMP REVDCABLE HUST DATED ?mama Mb 5* 100mm - - .1 - at new YORK STATE Wmusn ?m . 100% 100manpouc Ivmnmuc 4 .- laDd-mhd-?rlf-ildldu?ym? .QONALDJ. Hommcs Manama Mama LLC 77.5% 'il'.5'fo 99% 15% 7.5T. cal-1' I 1% {Managing Malia! Drhurr Win quoli?d DO I: 1% 7.415% 7.425% 7.425% I '1 Dj'l' Hummus LLC ?Mums: limited in 75.725" jump OLD Pas-r 0mg: LLC (I Dru-mm domestic limited mum lumping quali?d in LIA-rut?; I 1 ?4-1 TRUMP OLD POST OFFICE LLC Char! mnemm 1.1mm:- navocamenusr DATED 3mm. 7,2014 . mummsm?r?cmnusn I I :t - r'I- I In: imam! swim.m5 "If 100% 1005'- l' 100% Ll? {Immwqul aha?h" mm? . n. DJT ?01.0le LLC (I ?uidity runny N78 DC) 11.51:. TRUMP 0m OFFICE CORP Muslin; Mull-bu] ll Mum Winn Quali?ed in DCI Ti": 1.54:. IEIICOPO LLC DIT 1'!le N65 LLC fl Murat-mi: lh?d?d?i?ymm gnaw" NYE DO 76.73% 1% 7.425% 7.425% 7.425% TRUMP Omrosr Omcs_l.LC Dela-um dmml'it 1mm lwascquuw in no (see attached) Exhibit 8 Letter from Kevin Terry to Donald J. Tnunp, Jr. dated March 23, 2017 Lease Number (Old Post Of?ce, Washington, DC.) SA GSA Public Buildings Service January 10, 2017 Via E-Mail and Overnight Delivery Trump Old Post Of?ce, LLC c/o The Trump Organization 725 Fifth Avenue, 25th Floor New York, New York 10022 Attn: Adam L. Roscn Re: Ground Lease, dated as of August 5, 2013, by and between the United States of America, acting by and through the Administrator of General Services, and Trump Old Post Of?ce LLC (as amended, the ?Lease?) Dear Mr. Rosen: I am in receipt of your letters dated December 16, 2016 and December 29, 2016, regarding the potential intent to transfer various interests of Tenant under the subject Lease. We look forward to receiving the ?nal documents that explain the transfers and new organizational structure of Tenant. Please advise as to when we might expect to be in receipt of same, and feel free to contact me directly at (202) 708-4600 should you have any questions. Sincerely, Kevin may KEVIN TERRY Kevin M. Terry US. General Services Administration Senior Realty Contracting Officer Public Buildings Service cc: Jason D. Greenblatt, Esq. (via e-mail) Owen Reidy, Esq. (via e?mail) Raymond Flores (via e-mail) Capitalized terms used but not defined herein shall have the meaning given to them in the Lease. 0.5. General Services Administration 301 71h Street SW Washington, DC 2040?-0001 Exhibit 9 Letter from Kevin Terry to Donald J. Trump, Jr. dated March 23, 2017 Lease Number GS-LS-116-1307 (Old Post Of?ce, Washington, DC.) Trumn Pest o?lel Ill: 725 Fifth Avenue, 26'? Floor New Yo rlt, NY 10022 January ll, 2017 VIA EMAIL AND OVERNIGHT DELIVERY United States General Services Administration Portfolio Management - Suite 7600 7th Streets, SW. Washington, DC. 20407 Attention: Kevin Terry Re: Ground Lease (as previously amended and as may be further amended from time to time, the ?Lease"), dated as of August 5, 2013, between the United States of America, acting by and through the Administrator of General Services and Trump Old Post Of?ce Dear Kevin: In connection with my letter to you dated December 16, 2016, regarding the transfer by Donald J. Trump of his interests in Trump Old Post Of?ce Member Corp to DJT Holdings Managing Member LLC (the ?Transfer?), as requested, attached hereto as Exhibit A is a copy of the current Organizational Chart, and attached hereto as Exhibit is a copy of the Organizational Chart that will be current following the consummation of such Transfer. As discussed, we anticipate the Transfer to be consummated on January 19, 2017, at which time we will send you a copy of the executed transfer document. Please do not hesitate to contact us if you have any questions or concerns. Very truly yours, TRUMP OLD POST OFFICE LLC, a Delaware limited liability company N?e: Adam L.1{osen Title: Authorized Signatory Capitalized terms used but not de?ned herein shall have the meaning given to them in the Lease. 001 United States General Services Administration Of?ce of Regional Counsel, Suite 7048 '7?h Streets, S.W. Washington, DC 20407 Attn: Regional Counsel Reno Cavanaugh PLLC 455 Massachusetts Avenue, NW, Suite 400 Washington, DC 20001 Attn: Barbara Wachter Needle, Esq. Exhibit A (see attached) TRUMP OLD POST OFFICE LLC 5mm Chart mumnwommE-musr If] ?(Tijiu'vmwim lawman?. . 955' ?Hm mom 3mm. .. at; und?? 2% 101w. 100% WW I. rim, mam . ,Euc 02011.: mmfmumny my: 39351151me (t den?ams?c?nmd?lb?itquud?din W6 DO 77.5% 7.5% 99% \r 7.5% 7.5% .?l?nwr 0m. Post Omc: COM 1% (Managing Malian) I'll dere 5min! qul??d in DC) ?r 1r 1% 7.425% 7.425% 7.425% Dynnommcs LLC ?mama: Mid liability ?my 76.725? (a anm! dama?c limiud liability company quah'?d in Exhibit (see attached) TRUMP OLD POST OFFICE LLC Struchtre Chart - ?fe: 5w?. . .mnompmm-mommusr ?Twill panama: . I. "?37 ""234: $2 .. km: 3. 1mm0.20mi 1?07. ummwumwm; MANAGING MMER LLC in dmkl?n?d Wit; mummy D1 NY 6' DO 77.5% 7.5% Timur OLD P051 OFHCEMEMBER Conl- managimg Mamba) {Immigration qual??rd?-IDCJ 1% 7.4257. 7425-}. 7.4259. \f \f .DJT Hommcs_LLC 5' 75.7259. .TRM mores-r emcaLLC {a Dda'mrr muszicumiudmany many Exhibit 10 Letter from Kevin Terry to Donald J. Trump, Jr. dated March 23, 2017 Lease Number GS-LS-116-1307 (Old Post Of?ce, Washington, DC.) Ill: 725 Fifth Avenue, 26?" Floor New York, NY 10022 January 23, 2017 VIA EMAIL AND OVERNIGHT DELIVERY United States General Services Administration Portfolio Management - Suite 7600 7th Streets, SW. Washington, DC. 20407 Attention: Kevin Terry Re: Ground Lease (as previously amended and as may be further amended from time to time, the ?Lease?), dated as of August 5, 2013, between the United States of America, acting by and through the Administrator of General Services and Trump Old Post Of?ce Dear Kevin: The transfer by Donald J. Trump of his interests in Trump Old Post Of?ce Member Corp to DJT Holdings Managing Member LLC was consummated on January 19, 2017. Attached hereto as Exhibit A please ?nd a copy of the Assignment of Shares and Acceptance as Substitute Shareholder. Please do not hesitate to contact us if you have any questions or concerns. Thank you. Very truly yours, TRUMP OLD POST OFFICE LLC, a Delaware limited liability company By: - Name: Adam L. Rosen Title: Authorized Signatory Capitalized terms used but not de?ned herein shall have the meaning given to them in the Lease. CC: United States General Services Administration Of?ce of Regional Counsel, Suite 7048 '71h Streets, SW. Washington, DC 20407 Attn: Regional Counsel Reno Cavanaugh PLLC 455 Massachusetts Avenue, NW, Suite 400 Washington, DC 20001 Attn: Barbara Wachter Needle, Esq. Exhibit A (see attached) ASSIGNMENT OF SHARES AND ACCEPTANCE AS SUBSTITUTE SHAREHOLDER This Assignment of Shares and Acceptance as Substitute Shareholder (this ?Assignment") is made as of the 19?? day of January 2017. Donald J. Trump (?Transfer-or?) hereby transfers, assigns, conveys and delivers to DJ Holdings Managing Member LLC (?Transferee?) all right, title and interest in and to his shares of Trump Old Post Of?ce Member Corp (the ?Company?), with the intention that Transferee shall become a shareholder of the Company in place of Transferor as to said shares. Transferee does hereby accept said shares, agrees to be bound by all of the terms and conditions of the governing documents of the Company, and agrees to accept the status of a shareholder of the Company in respect of the shares hereby transferred. The transfer of shares made hereby shall be governed by the laws of the State of Delaware. This Assignment may be executed in one or more counterparts, each of which so executed and delivered shall be deemed an original, but all of which taken together shall constitute but one and the same instrument. PAGES Trump Old Post Office Member Corp WITNESS our hands and seals as of the day and year ?rst written above. Trump Old Post Of?ce Member Corp WITNESS our hands and seals as of the day and year ?rst written above. TRANSFEREE: Trump Old Post Of?ce Member Corp Exhibit 11 Letter from Kevin Terry to Donald J. Trump, Jr. dated March 23, 2017 Lease Number GS-LS-116-1307 (Old Post Of?ce, Washington, DC.) GSA Public Buildings Service January 23, 2017 Via E-Mail Trump Old Post Of?ce, LLC c/o The Trump Organization 725 Fifth Avenue, 25th Floor New York, New York 10022 Attn: Adam Rosen Re: Ground Lease, dated as of August 5, 2013, by and between the United States of America, acting by and through the Administrator of General Services, and Trump Old Post Of?ce LLC (as amended, the ?Lease?? Dear Mr. Rosen: 1 am in receipt of your letters dated December 16, 2016, December 29, 2016, January 1 1, 2017, and January 23, 2017, regarding various transfers of interest in the Lease and the new organizational structure of Tenant. Please call me at (202) 708-4600 to schedule a mutually agreeable time and place where we can discuss the provided information in more detail. Sincerely, [661/614 M. WW5 KEVIN TERRYH- "?173? Kevin Terry US. General Services Administration Senior Realty Contracting Of?cer Public Buildings Service cc: Owen Reidy, Esq. (via c-mail) Raymond Flores (via e-mail) Capitalized terms used but not de?ned herein shall have the meaning given to them in the Lease. U.S. General Services Administration 301 7th Street SW Washington, DC 2040?-0001 Exhibit 12 Letter from Kevin Terry to Donald J. Trump, Jr. dated March 23, 2017 Lease Number GS-LS-116-1307 (Old Post Of?ce, Washington, DC.) State offDefaware ?nnuaff?mnc?ise Tax Report CURPORBIIDN u?ii TRUMP OLD POST OFFICE MEMBER CORP onIE um 0mg 5005098 2011/06/30 PHONE uunasa EXT: '7 2 5- WASHINGTON NY 20004 tax vs. 2016 REGISIERED aosnl ao?n1 unnatn NATIONAL REGISTERED AGENTS, INC. 9215355 160 GREENTREE DR STE 101 DOVER DE 19904 auluunIZEn SIOCK nesnounrlonz no. 0F sunaas swans BEGIN BR1E Eun oar: stout 20111/06/30 COMMON 100 .0000000000 OFFICER ?nu: TITLE DONALD J. TRUMP, JR. 725 FIFTH AVENUE PRESIDENT NEW YORK, NY 10022 DIRECTORS nan: DONALD J. TRUMP, JR. 725 FIFTH AVENUE NEW YORK, NY 10022 ALLEN WEISSELBERG 725 FIFTH AVENUE NEW YORK, NY 10022 WOTIOE: formant to 8 @615 C. 5 02( 5 ,1 If any q?qcer or at" rector of a corporation required to make an annuat'?ancfise tax report to tf Secretary qutate s?a?'?zowz?ngtj; ma?a argfa?e statement in tire report suc? o??fcer or director JM 62 guilty qupetjuot ZED BY (OFFICER. DIRECTOR OH NEISSELBERG 2017/001/31 VICE FREESIDENT >125 FIFTH AVENUE EW YORK, NY 10022 US State oftDel'aware flnnud Tram/11353 Tax Report unnE 1nx VR. TRUMP OLD POST OFFICE MEMBER CORP 20 1 6 FILE NUHBER EHPLOVER In no. 5005098 run IHUESTHENT canes Jnu. Ist. DEE. 3151. Datelsl of From To Tom. NUMBER OF SHARES ISSUED GROSS ASSETS ASSET 011115 .- Tax Penalty 1.5% Interest Annual Fee Prev Credlt or Balance $175.00 $0.00 $0.00 $50.00 $0.00 Prepald Qrty. Payments Amount Due Amuunt Pald Check Number $0.00 $225.00 $225.00 Id. 1, Donald J. Trump, hereby resign from each and every of?ce and position I hold in the entities listed on Exhibit A hereto. My resignation shall be effective immediately. 5-. DATED this day ofoqnumpi, '1qu- Donald J. Trump Exhibit A 4 Shadow Tree Lane LLC 4 Shadow Tree Lane Member Corp 40 Wall Development Associates LLC 40 Wall Street Commercial LLC 40 Wall Street LLC 40 Wall Street Member Corp 81 Pine Note Holder Inc 401 Mezz Venture LLC 401 North Wabash Venture LLC 721 33H Holdings LLC TIGL Common Area Management Holdings LLC) 809 North Canon LLC 809 North Canon Member Corporation 3126 Corporation Ace Entertainment Holdings Inc. Trump Casinos, Inc. Trump Taj Mahal, Inc.) Aviation Payroll Company Bedford Hills Corp Briar Hall Operations LLC Briarcliff Properties, Inc. Development Ventures LLC DevelOpment Ventures Member Corp Caribusiness MRE LLC Chelsea Hall LLC Chicago Unit Acquisition LLC China Trademark LLC Coronet Hall Inc. Development Member Inc. Pace Acquisition, LLC Pace Acquisition Member Corp DJ Aerospace LLC DJ Aerospace (Bermuda) Limited DJ Entrepreneur Managing Member LLC DJ University Managing Member LLC) DJ Entrepreneur Member LLC DJT University Member LLC) DJT Holdings LLC DJT Holdings Managing Member LLC DJT Land Holdings Member Corp DJT Operations I LLC DJT Operations II LLC DJT Operations CX LLC DT App Warrant Holding LLC DT App Warrant Holding Managing Member Corp DT Bali Golf Manager LLC DT Bali Golf Manager Member Corp DT Bali Hotel Manager LLC DT Bali Hotel Manager Member Corp DT Bali Technical Services Manager LLC DT Bali Technical Services Manager Member Corp DT Connect II LLC DT Connect II Member Corp DT Connect Europe Limited DT Dubai Golf Manager LLC DT Dubai Golf Manager Member Corp DT Dubai II Golf Manager LLC DT Dubai II Golf Manager Member Corp DT Endeavor I LLC DT Endeavor I Member Corp DT Home Marks International LLC DT I-Iorne Marks International Member Corp DT India Venture LLC DT India Venture Managing Member Corp DT Jeddah Technical Services Manager LLC DT Jeddah Technical Services Manager Member Corp DT Lido Golf Manager LLC DT Lido Golf Manager Member Corp DT Lido Hotel Manager LLC DT Lido Hotel Manager Member Corp DT Lido Technical Services Manager LLC DT Lido Technical Services Manager Member Corp DT Marks Baku LLC DT Marks Baku Managing Member Corp DT Marks Bali LLC DT Marks Bali Member Corp DT Marks Dubai LLC DT Marks Dubai Member Corp DT Marks Gurgaon LLC DT Marks Gurgaon Managing Member Corp DT Marks Jersey City LLC DT Marks Jupiter LLC DT Marks Lido LLC DT Marks Lido Member Corp DT Marks Qatar LLC DT Marks Qatar Member Corp DT Marks Products International LLC DT Marks Products International Member Corp DT Marks Pune LLC DT Marks Pune Managing Member Corp DT Marks Pune II LLC DT Marks Pune II Managing Member Corp DT Marks Rio LLC DT Marks Rio Member Corp DT Marks Vancouver LP DT Marks Vancouver Manager Corp DT Marks Worli LLC DT Marks Worli Member Corp DT Tower I LLC DT Tower I Member Corp DT Tower II LLC DT Tower II Member Corp DT Tower Gurgaon LLC DT Tower Gurgaon Managing Member Corp DT Tower Kolkata LLC DT Tower Kolkata Managing Member Corp DT Venture I LLC DT Venture 1 Member Corp DT Venture II LLC DT Venture II Member Corp Operations LLC DTTM Operations Managing Member Corp DTW Venture LLC DTW Venture Managing Member Corp BID Venture I LLC BID Venture I Corporation EID Venture II LLC BID Venture II Member Corp Excel Venture I LLC Excel Venture I Corp. Fifty Seven Management Corp Fifty Seventh Street Associates LLC First Member, Inc. Flights Inc. Trump Flights Inc.) Florida Preperties Management LLC Fontainbleu Apartments LLC Golf Productions LLC Golf Productions Member Corp. Golf Recreation Scotland Limited Helicopter Air Services, Inc. Highlander Hall, Inc. Hudson Waterfront Associates 1, LP. Hudson Waterfront Associates II, L.P. Hudson Waterfront Associates L.P. Hudson Waterfront Associates IV, L.P. Hudson Waterfront Associates V, L.P. Hudson Waterfront Associates, LP. Indian Hills Holdings LLC Indian Hills Development LLC) Jupiter Golf Club LLC (Trump National Golf Club - Jupiter) Jupiter Golf Club Managing Member Corp Lamington Family Holdings LLC Lamington Farm Club, LLC Lawrence Towers Apartments LLC LFB Acquisition LLC LFB Acquisition Member Corp Mar-A-Lago Club, Inc. Mar-A-Lago Club, L.L.C. Midland Associates Miss Universe L.P., Trump Pageants, L.P.) Nitto World Co., Limited Ocean Development Member Inc. OPO Hotel Manager LLC 0P0 Hotel Manager Member Corp 0W0 Developer LLC Mobile Payroll Construction LLC Mobile Payroll Construction Manager Corp Panama Ocean Club Management LLC Panama Ocean Club Management Member Corp Parc Consulting, Inc. Park Briar Associates Pine Hill Development Managing Member Corp Pine Hill Development LLC Plaza Consulting Corp Poker Venture LLC Poker Venture Managing Member Corp Reg-Tm Equities, Ltd. RPV Development LLC Scotland Acquisitions LLC Seven Springs LLC Shore Haven Management Corp Shore Haven Apt#1, Inc. Shore Haven Shopping Center LLC SLC Turnberry Limited (Trump Tumberry) Storage 106 LLC Sussex Hall, Inc. Restaurant 40 LLC Restaurant 40 Member Corp International Realty LLC (dba Trump International Realty) Tag Air, Inc. TC Marks Buenos Aires LLC THC Baku Hotel Manager Services LLC THC Baku Hotel Manager Services Member Corp. THC Baku Services LLC THC Baku Services Member Corp THC Barra Hotelaria LTDA. THC Central Reservations LLC THC Central Reservations Member Corp THC China Development LLC Trump China Development LLC) THC China Development Management Corp Trump China Development Management Corp) THC DC Restaurant Hospitality LLC THC Development Brazil Managing Member Corp THC Development Brazil LLC THC Jeddah Hotel Manager LLC THC Jeddah Hotel Manager Member Corp THC Hotel Development LLC TI-IC IMEA Development LLC THC Miami Restaurant Hospitality Member Corp THC Miami Restaurant Hospitality LLC THC Rio Managing Member Corp THC Rio Manager LLC THC Sales Marketing LLC THC Sales Marketing Member Corp THC China Technical Services Manager Corp THC China Technical Services LLC THC Qatar Hotel Manager LLC THC Qatar Hotel Manager Member Corp THC Services Shenzhen LLC THC Services Shenzhen Member Corp THC Shenzhen Hotel Manager LLC THC Shenzhen Hotel Manager Member Corp THC Vancouver Management Corp THC Vancouver Payroll ULC THC Venture I LLC THC Venture II LLC THC Venture I Managing Member Corp. THC Venture II Managing Member Corp. The Caribusiness RB Corp The Donald J. Trump Foundation, Inc. The East 61 St. Company, LP. The Trump Corporation The Trump Follies Member Inc. The Trump Equitable Fifth Avenue Company TIGL Common Area Management Corp TIGL Ireland Enterprises Limited (Trump International Golf Links - Doonbeg) TIGL Ireland Management Limited TIHC Reservations LLC TIHH Member Corp TIHH Member LLC TIHM Member Corp TIHT Chicago Member Acquisition LLC TIHT Commercial LLC TIHT Holding Company LLC TIHT Member LLC Tipperary Realty Corp. TMG Member, LLC TNGC Charlotte LLC TNGC Charlotte Manager Corp TNGC Dutchess County LLC Trump Marks Classis Cars LLC) TNGC Dutchess County Member Corp Trump Marks Classic Cars Member Corp) TNGC Jupiter Management LLC TNGC Jupiter Managing Member Corp TNGC Pine Hill LLC Crest Court LLC) (Trump National Golf Club - Philadelphia) TNGC Pine Hill Member Corp. Crest Court Member Corp) Toronto DeveIOpment LLC Travel Enterprises Management Inc. Toys at Trump, Inc.) Trump 106 CPS LLC Trump 845 LP LLC Trump 845 UN GP LLC Trump 845 UN MGR Corp Trump 845 UN MGR LLC 845 UN LLC) Trump AC Casino Marks LLC Trump AC Casino Marks Member Corp Trump Acquisition Corp. Trump Acquisition, LLC Trump Books LLC Trump Books Manager Corp 10 Trump Brazil LLC Trump Briarcliff Manor DeveIOpment LLC Briar Hall DeveIOpment LLC) Trump Canadian Services Inc. Trump Canouan Estate LLC Trump Canouan Estate Member Corp Trump Caribbean LLC Trump Carousel LLC Trump Carousel Member Corp Trump Central Park West Corp Trump Chicago Commercial Member Corp Trump Chicago Commercial Manager LLC Trump Chicago DeveIOpment LLC Trump Chicago Hotel Member Corp Trump Chicago Hotel Manager LLC Trump Chicago Managing Member LLC Trump Chicago Member LLC Trump Chicago Residential Member Corp Trump Chicago Residential Manager LLC Trump Chicago Retail LLC Trump Chicago Retail Manager LLC Trump Chicago Retail Member Corp Trump Commercial Chicago LLC Trump CPS Corp Trump CPS LLC Trump Delmonico LLC Trump Development Services LLC Trump Development Services Member Corp. Trump Drinks Israel LLC 11 Trump Drinks Israel Member Corp Trump Education ULC Trump Empire State, Inc. Trump Endeavor 12 LLC (Trump National Doral) Trump Endeavor 12 Manager Corp Trump EU Marks LLC Trump EU Marks Member Corp The Trump Entrepreneur Initiative LLC Trump University CA LLC) Trump Ferry Point LLC Trump Fen'y Point Member Corp Trump Florida Management LLC Trump Florida Manager Corp. The Trump Follies LLC Trump Golf Acquisition LLC Trump Golf Coco Beach LLC Trump Golf Coco Beach Member Corp Trump Golf Management LLC Trump Home Marks LLC Trump Home Marks Member Corp Trump Ice LLC Trump Ice, Inc. Trump International Development LLC Trump International Development Member Corp Trump International Golf Club LC (Trump International Golf Club . Florida) Trump International Golf Club Scotland Limited Trump International Golf Club, Inc. Trump International Hotel Hawaii LLC Trump International Hotels Management LLC 12 Trump International Management Corp Trump Korean Projects LLC Trump Las Olas LLC Trump Las Olas Member Corp Trump Las Vegas Corp. Trump Las Vegas DeveIOpment LLC Trump Las Vegas Managing Member LLC Trump Las Vegas Member LLC Trump Las Vegas Sales Marketing Inc. Trump Lauderdale Development 2 LLC Trump Lauderdale Development LLC Trump Management Inc. Trump Marketing LLC Trump Marks Asia Corp Trump Marks Asia LLC Trump Marks Atlanta LLC Trump Marks Atlanta Member Corp Trump Marks Batumi LLC Trump Marks Batumi Member Corp Trump Marks Canouan Corp Trump Marks Canouan LLC Trump Marks Chicago LLC Trump Marks Chicago Member Corp Trump Marks Dubai Corp Trump Marks Dubai LLC Trump Marks Egypt Corp Trump Marks Egypt LLC Trump Marks Fine Foods LLC 13 Trump Marks Fine Foods Member Corp Trump Marks Ft. Lauderdale LLC Trump Marks Ft. Lauderdale Member Corp Trump Marks GP Corp Trump Marks Holding LP Trump Marks LP) Trump Marks Hollywood Corp Trump Marks Hollywood LLC Trump Marks Istanbul II Corp. Trump Marks Istanbul II LLC Trump Marks Jersey City Corp. Trump Marks Jersey City LLC Trump Marks Las Vegas Corp Trump Marks Las Vegas LLC Trump Marks LLC Trump Marks Mattress LLC Trump Marks Mattress Member Corp. Trump Marks Menswear LLC Trump Marks Menswear Member Corp Trump Marks Mortgage Corp. Trump Marks LLC Trump Marks Mumbai LLC Trump Marks Mumbai Member Corp Trump Marks New Rochelle Corp. Trump Marks New Rochelle LLC Trump Marks Palm Beach Corp. Trump Marks Palm Beach LLC Trump Marks Panama Corp Trump Marks Panama LLC 14 Trump Marks Philadelphia Corp Trump Marks Philadelphia LLC Trump Marks Philippines LLC Trump Marks Philippines Corp Trump Marks Products LLC Trump Marks Products Member Corp Trump Marks Puerto Rico I LLC Trump Marla Puerto Rico I Member Corp Trump Marks Punta del Este LLC Trump Marks Punta del Este Manager Corp The Donald J. Trump Company LLC The Trump Marks Real Estate Corp Trump Marks Real Estate LLC Trump Marks SOHO License Corp Trump Marks SOHO LLC Trump Marks Stamford Corp Trump Marks Stamford LLC Trump Marks Sunny Isles I LLC Trump Marks Sunny Isles I Member Corp. Trump Marks Sunny Isles II LLC Trump Marks Sunny Isles II Member Corp. Trump Marks Tampa Corp Trump Marks Tampa LLC Trump Marks Toronto Corp Trump Marks Toronto LLC Trump Marks Toronto LP Trump Toronto Management LP) Trump Marks Waikiki Corp Trump Marks Waikiki LLC 15 Trump Marks Westchester Corp. Trump Marks Westchester LLC Trump Marks White Plains Corp Trump Marks White Plains LLC Trump Miami Resort Management LLC Trump Miami Resort Management Member Corp Trump National Golf Club Colts Neck LLC Trump National Golf Club Colts Neck Member Corp Trump National Golf Club LLC (Trump National Golf Club - Westchester) Trump National Golf Club Member Corp Trump National Golf Club Washington DC LLC Trump National Golf Club Washington DC Member Corp. Trump Old Post Of?ce LLC Trump Old Post Of?ce Member Corp. Trump Organization LLC The Trump Organization, Inc. Trump Pageants, Inc. Trump Palace/Pare LLC Trump Panama Condominium Management LLC Trump Panama Condominium Member Corp Trump Panama Hotel Management LLC Trump Panama Hotel Management Member Corp Trump Park Avenue Acquisition LLC Trump Park Avenue LLC Trump Payroll Chicago LLC Trump Payroll Corp. Trump Phoenix Development LLC Trump Plaza LLC 16 Trump Plaza Member Inc. Trump Plaza Corp.) Trump Productions LLC Rancho Lien LLC) Trump Production Managing Member Inc. Trump Realty Services, LLC Trump Mortgage Services LLC Tower Mortgage Services LLC) Trump Restaurants LLC Trtunp Riverside Management LLC Trump Ruffin Commercial LLC Trump Ruf?n LLC Trump Ruf?n Tower I LLC Trump Sales Leasing Chicago LLC Trump Sales Leasing Chicago Member Corp Trump Scotland Member Inc. Trump Scotsborough Square LLC Trump Scotsborough Square Member Corp. Trump Soho Member LLC Trump Toronto Development Inc. Trump Toronto Hotel Management Corp. Trump Toronto Member Corp. Trump Toronto Management Member Corp) Trump Tower Commercial LLC Trump Tower Managing Member Inc. Trump Village Construction Corp. Trump Vineyard Estates LLC Trump Vineyard Estates Manager Corp. Trump Vineyard Estates Lot 3 Owner LLC Eric Trump Land Holdings LLC) Trump Vineyard Estates Manager Corp Trump Virginia Acquisitions LLC Virginia Acquisitions LLC) Trump Virginia Acquisitions Manager Corp. Trump Virginia Lot 5 LLC 17 Trump Virginia Lot 5 Manager Corp. Trump Wine Marks LLC Trump Wine Marks Member Corp. Trump World Productions LLC Trump World Productions Manager Corp Trump World Publications LLC Trumprew World Pmperty Management LLC Trump's Castle Management Corp Trump Marks White Plains Corp Venture LLC THC Venture LLC) Venture Member Corp THC Venture Member Corp) Tumberry Scotland Managing Member Corp Turnberry Scotland LLC TW Venture I LLC TW Venture II LLC TW Venture 1 Managing Member Corp TW Venture 11 Managing Member Corp Ultimate Air Corp. Unit 2502 Enterprises Corp Unit 2502 Enterprises LLC VH Property Corp (Trump National Golf Club Los Angeles) VHPS LLC West Palm Operations LLC Wexford Hall Inc. White Course LLC White Course Managing Member Corp Wilshire Hall LLC Wollman Rink Operations LLC 18 Yorktown Real Estate LLC Yorktown DeveloPment Associates LLC) The Fred C. Trump December 16, 1976 Trust- Donald J. Trump The Fred C. Trump December 16, 1976 Trust- Robert S. Trump The Fred C. Trump December 16, 1976 Trust- Elizabeth J. Trump Fred C. Trump, GRAT Trust- Elizabeth Trump Grau Trust Fred C. Trump- Elizabeth Trump Grau Maryanne Trump GRAT Trust- Elizabeth Tnunp Grau Trust Fred C. Trump- the grandchildren of Fred C. Trump Trust Fred C. Trump- Tiffany Ariana Trump The Donald J. Trump Grantor Trust The Donald J. Trump Revocable Trust The Police Athletic League, Inc. William Trump Medical Fund LLC 19 Exhibit 13 Letter from Kevin Terry to Donald J. Trump, Jr. dated March 23, 2017 Lease Number GS-LS-116-1307 (Old Post Of?ce, Washington, DC.) $6 [aware 1 0753 [first State I, JEFFREY BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF OLD POST OFFICE MEMBER FILED IN THIS OFFICE ON THE THIRTIETH DAY OF JUNE, A.D. 2011, AT 11 ELM. A FILED COPY OF THIS CERTIFICATE HRS TO THE KENT COUNTY.RECORDER OF DEEDS. jeffrey W. 5mm. Secretary of State AUTHEN TION: 8876464 DATE: 06-30-11 5005098 8100 110780826 You may verity this certificate onlina a t: corp. dalaware . gov/authvar. State of Delaware Sear-e of State Division Comaations Delivered 11:00 06/30/2011 - - . man 11:00 AM 05/30/2011 STATE sav 110780826 - 5005090 ma CERTIFICATE of INCORPORATION A STOCK CORPORATION TRUMP OLD POST OFFICE MEMBER CORP - First: The name of this Corporation is Trump Old Post Of?ce Member Com it Second: Its registered of?ce in the State of Delaware is to be located at if? Greentree Drive Suite #101 Street, in the City of Dover County of Kent Zip Code 19904. The registered agent in charge thereof is National Registered Agents, Inc. Third: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. Fourth: The amount of the total stock of this corporation is authorized to issue is 100 shares (number of authorized shares) with a par value of 9 per share. Fifth: The name and mailing address of the incorporator are as follows: Name Dayid Orowitz Mailing Address 725 Fifth Avenue New York NY Zip Code 10022 - I, The Undersigncd, for the purpose of forming a corporation under the laws of the State of Delaware, do make, ?le and record this Certi?cate, and do certify the the facts herein stated are true, and I have accordingly hereunto set my hand this ay of June, AD. 2011. BY: WW NAME: David Orowitz . BY-LAWS OF TRUMP OLD POST OFFICE MEMBER CORP (A Delaware Corporation) ARTICLE I Stockholders Section 1. Place of Meetings. Meetings of stockholders shall be held at such place, either within or without the State of Delaware, as shall be designated from time to time by the Chairman of the Board of Directors, President or Secretary. Section 2. Annual Meetings. Annual meetings of stockholders shall be held on such date, at such time and at such place as shall be designated from time to time by the Chairman of the Board of Directors, President or Secretary. At each annual meeting the stockholders shall elect a Board of Directors by plurality vote and transact such other business as may be properly brought before the meeting. Section 3. Special Meetings. Special meetings of the stockholders may be called by the Chairman of the Board of Directors, President or Secretary of the corporation. Section 4. Notice of Meetings. Written notice of each meeting of the stockholders stating the place, date and hour of the meeting shall be given by or at the direction of the Board of Directors to each stockholder entitled to vote at the meeting at least ten, but not I. \LileCurp EniiliuWrump Old Post Ollie: Member Corp?By Lamboc more than sixty, days prior to the meeting. Notice of any Special meeting shall state in general terms the purpose or purposes for which the meeting is called. Section 5. Quorum: Adjournments of Meetings. The holders of a majority of the issued and outstanding shares of the capital stock of the corporation entitled to vote at a meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at such meeting; but, if there be less than a quorum, the holders of a majority of the stock so present or represented may adjourn the meeting to another time or place, from time to time, until a quorum shall be present, whereupon the meeting may be held, as adjourned, without ?u?ther notice, except as required by law, and any business may be transacted thereat which might have been transacted at the meeting as originally called. Section 6. Mg. At any meeting of the stockholders every registered owner of shares entitled to vote may vote in person or by proxy and, except as otherwise provided by statute, in the Certi?cate of Incorporation or these By-Laws, shall have one vote for each such share standing in his name on the books of the corporation. Except as otherwise required by statute, the Certi?cate of Incorporation or these By-Laws, all elections of Directors shall be decided by a plurality of votes cast, and all other matters shall be decided by a majority of the votes cast. Section 7. Inspectors of Election. The Board of Directors, or, if the Board shall not have made the appointment, the Chairman or Secretary presiding at any meeting of stockholders, shall have power to appoint one or more persons to act as inspectors of election at the meeting or any adjournment thereof, but no candidate for the of?ce of Director shall be appointed as an inspector at any meeting for the election of Directors. Section 8. Chairman of Meetings. The Chairman of the Board or, in his absence the President or Secretary shall preside as Chairman of a meeting of the stockholders. In the absence of both the Chairman of the Board and the President, a majority of the members of the Board of Directors present in person at such meeting may appoint any other person to act as Chairman of the meeting. Section 9. Secretary of Meetings. The Secretary of the corporation shall act as Secretary of all meetings of the stockholders. In the absence of the Secretary, the Chairman of the meeting shall appoint any other person to act as Secretary of the meeting. Section 10. Stockholders? Action Without Meetings. Any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting, if a written consent thereto is signed by all the stockholders, and such written consent is ?led with the minutes of proceedings of the stockholders. ARTICLE II Board of Directors Section 1. Number of Directors. The number of Directors shall be as determined ?'om time to time by the Board of Directors or the stockholders. The initial number of Directors shall be 1. Section 2. Vacancies. Whenever any vacancy shall occur in the Board of Directors by reason of death, resignation, removal, increase in the number of Directors or otherwise, it may be ?lled by a majority of the Directors then in of?ce, although less than a quorum, or by a sole remaining Director, for the balance of the term or, if the Board has not ?lled such vacancy, it may be ?lled by the stockholders. Section 3. First Meeting. The ?rst meeting of each newly elected Board of Directors, of which no notice shall be necessary, shall be held immediately following the annual meeting of stockholders or any adjourmnent thereof at the place the annual meeting of stockholders was held at which such Directors were elected, or at such other place as a majority of the members of the newly elected Board of Directors who are then present shall determine, for the election or appointment of a Chairman of the Board of Directors and Of?cers for the ensuing year and the transaction of such other business as may be brought before such meeting. Section 4. Regular Meetings. Regular meetings of the Board of Directors, other than the ?rst meeting, may be held without notice at such times and places as the Board of Directors may ?'om time to time determine. Section 5. Special Meetings. Special meetings of the Board of Directors may be called by order of the Chairman of the Board, President or Secretary. Notice of the time and place of each special meeting shall be given by or at the direction of the person or persons calling the meeting by mailing the same at least three days before the meeting or by telephoning, telegraphing or delivering personally the same at least twenty-four hours before the meeting to each Director. Except as otherwise speci?ed in the notice thereof, or as required by statute, the Certi?cate of Incorporation or these By?Laws, any and all business may be transacted at any special meeting of the Board of Directors. Section 6. Place of Conference Call Meeting. Any meeting at which one or more of the members of the Board of Directors or of a committee designated by the Board of Directors shall participate by means of conference telephone or similar communications equipment shall be deemed to have been held at the place designated for such meeting, provided that at least one member is at such place while participating in the meeting. Section 7. Organization. Every meeting of the Board of Directors shall be presided over by the Chairman of the Board, or, in his absence, the President. In the absence of the Chairman of the Board and the President, a presiding Of?cer shall be chosen by a majority of the Directors present. The Secretary of the corporation shall act as Secretary of the meeting but, in his absence, the presiding Of?cer may appoint any person to act as Secretary of the meeting. Section 8. Quorum; Vote. A majority of the total number of Directors shall constitute a quorum for the transaction of business, but less than a quorum may adjourn any Lh meeting to another time or place ?'om time to time until a quorum shall be present, whereupon the meeting may be held, as adjourned, without ?lrther notice. Except as otherwise required by statute, the Certi?cate of Incorporation or these By-Laws, all matters coming before any meeting of the Board of Directors shall he decided by the vote of a majority of the Directors present at the meeting, a quorum being present. Section 9. Removal of Directors. Any one or more of the Directors shall be subject to removal with or without cause at any time by the stockholders. Section 10. Committees. Except as otherwise required by statute, the Certi?cate of Incorporation or these By-Laws, the Board of Directors may, by resolution passed by a majority of the Board of Directors, designate one or more committees, each committee to consist of two or more Directors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disquali?ed member at any meeting of the committee. In the absence or disquali?cation of any member of any such committee or committees, the member or members thereof present at any meetings and not disquali?ed from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disquali?ed member. Any such committee, to the extent provided in the resolution of the Board of Directors, shail have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any authority the delegation of which is prohibited by Section 141 of the General Corporation Law of the State of Delaware (?Delaware General Corporation Law?), the Certi?cate of Incorporation or these By?Laws, and may authorize the seal of the corporation to be af?xed to all papers which may require it. Section 11. Directors? Action Without Meetings. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors or such committee, as the case may be, and such written consent is ?led with the minutes of proceedings of the Board of Directors or committee. ARTICLE Of?cers Section 1. General. The Board of Directors shall elect the Of?cers of the corporation, which shall include a Chairman of the Board, a President, a Secretary and a Treasurer and such other or additional Of?cers (including, without limitation, one or more Senior Vice Presidents, Vice Presidents, Assistant Secretaries and Assistant Treasurers) as the Board of Directors may designate. Section 2. Term of Of?ce: Removal and Vacancy. Each Officer shall hold his of?ce until his successor is elected and quali?ed or until his earlier resignation or removal. Any Of?cer shall be subject to removal with or without cause at any time by the Board of Directors. Vacancies in any of?ce, whether occurring by death, resignation, removal or otherwise, may be ?lled by the Board of Directors. Section 3. Powers and Duties. Each of the Of?cers of the corporation shalt, unless otherwise ordered by the Board of Directors, have such powers and duties as generally pertain to his respective of?ce as weli as such powers and duties as from time to time may be conferred upon him by the Board of Directors. Section 4. Power to Vote Stock. Unless otherwise ordered by the Board of Directors, the Chairman of the Board and the President each shall have ?ll] power and authority on behalf of the corporation to attend and to vote at any meeting of stockholders of any corporation in which this corporation may hold stock, and may exercise on behalf of this corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting and shall have power and authority to execute and deliver proxies, waivers and consents on behalf of the corporation in connection with the exercise by the corporation of the rights and powers incident to the ownership of such stock. The Board of Directors, from time to time, may confer like powers upon any other person or persons. ARTICLE IV Capital Stock Section 1. Certi?cates of Stock. Certi?cates for stock of the corporation shall be in such form as the Board of Directors may from time to time prescribe and shall be signed by the Chairman of the Board or a Vice Chairman of the Board or the President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary. Section 2. Transfer of Stock. Shares of capital stock of the corporation shall be transferable on the books of the corporation only by the holder of record thereof, in person or by duly authorized attorney, upon surrender and cancellation of certi?cates for a like number of shares, with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, and with such proof of the authenticity of the signature and of authority to transfer, and of payment of transfer taxes, as the corporation or its agents may require. Section 3. Ownership of Stock. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the owner thereof in fact and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law. ARTICLE Miscellaneous Section 1. Corporate Seal. The seal of the corporation shall be circular in form and shall contain the name of the corporation and the year and State of incorporation. Section 2. Fiscal Year. The ?scal year of the Corporation shall end on the 3 1 st of December unless otherwise determined by the Board of Directors. ilk-H" ARTICLE VI Amendment The Board of Directors shall have the power to make, alter or repeal the By?Laws of the corporation subject to the power of the stockholders to alter or repeal the By-Laws made or altered by the Board of Directors. VII Indemni?cation Section 1. It being the intent of the corporation to provide maximum protection available under Section 145 of the General Corporation Law of Delaware, as it may be amended and supplemented, to its Of?cers and Directors and each person who serves or served as an of?cer or director of any other corporation, partnership, joint venture, trust or other enterprise at the request of the corporation and may indemnify any and all other persons whom it has the power to indemnify under that section from and against any and all of the expenses, liabilities or other matters referred to in or covered by that section, and the indemni?cation provided for herein will not be deemed exclusive of any other rights to which any person indemni?ed may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in their of?cial capacity and as to action in another capacity while holding that of?ce, and will continue as to a person who has ceased to be a Director or Of?cer and will inure to the bene?t of the heirs, executors, and administrators of such a person. The indemni?cation provided by this Article VII shall apply as written to acts or omissions of it) ?1 persons covered by this Article occurring prior to any amendment of these By-Laws, notwithstanding any such amendment. 11 WRITTEN CONSENT OF MANAGER OF TRUMP OLD POST OFFICE LLC (a Delaware Limited Liability Company) January 19, 2017 The undersigned, being the Manager of Trump Old Post Of?ce LLC (the ?Company"), a limited liability company organized and existing under the Delaware Limited Liability Company Act, in accordance with the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of December 31, 2013, does hereby consent in writing to the adoption of the following resolutions: RESOLVED, that the following persons are hereby elected to the of?ce set Opposite their name, to hold such of?ce(s) at the pleasure of the Manager of the Company or until the due election and quali?cation of their successor: Name Of?ce Donald J. Trump, Jr. President Allen Weisselberg Vice President, Treasurer and Secretary FURTHER RESOLVED, that the Company authorizes and directs in the name of, and on behalf of, the Company, the above listed of?cers to execute and deliver or cause to be executed and delivered all correspondence with respect to the routine day to day operations of the Company?s business and (ii) service contracts or agreements with third parties, and documents ancillary thereto, in respect of the operation of the Company, and such amendments, changes and modi?cations thereto as are necessar to ensure the continued PAGE mum?n ?Na?f! FURTHER RESOLVED, that all actions taken by the above listed o?icers of the Company, whether before, on or after the date hereof, in the name and on behalf of the Company are hereby rati?ed, con?rmed and approved in all respects. IN WITNESS WHEREOF, the undersigned Manager has executed this Written Consent as of the date ?rst set forth above. TRUMP OLD POST OFFICE MEMBER CORP By: Name: Donald J. ump, Jr. Title: President WRITTEN CONSENT OF DIRECTORS January 19, 2017 The undersigned, being all of the Directors of Trump Old Post Office Member Corp, a Delaware corporation (the ?Corporation?), hereby adopt, by this written consent (this ?Written Consent?), the following resolutions with the same force and effect as if they had been unanimously adopted at a duly convened meeting of the Board of Directors of each Corporation: RESOLVED, that the following individuals are hereby elected to the of?ces set opposite their names, to hold such of?ces at the pleasure of the Board of Directors of the Corporation or until the due election and quali?cation of their successor(s): Name Of?ce Donald J. Trump, Jr. President Allen Weisselberg Vice President, Treasurer and Secretary FURTHER RESOLVED, that all actions heretofore taken by the of?cers of the Corporations in the name and on behalf of the Corporations are hereby rati?ed, con?rmed and approved in all respects. IN WITNESS WHEREOF, the undersigned have executed this Written Consent as of the date ?rst set fOrth above. Donald J. Trump, Jr. Allen Wsselberg WRITTEN CONSENT OF DJT HOLDINGS LLC (a Delaware Limited Liability Company) January 19, 2017 The undersigned, being the manager of DJT Holdings LLC (the ?Company?), a limited liability company organized and existing under the Delaware Limited Liability Company Act, does hereby consent in writing to the adoption of the following resolutions: RESOLVED, that the election of the following persons to the of?ce set opposite their name, as re?ected in resolutions of the Company dated January 13, 2017, is hereby rati?ed and con?rmed, with such of?cers to hold such of?ce at the pleasure of the manager of the Company or until the due election and quali?cation of their successor: Name Of?ce Donald J. Trump, Jr. President Allen Weisselberg Vice President and Treasurer RESOLVED, that Allen Weisselberg is hereby elected to the of?ce of Secretary of the Company, to hold such of?ce at the pleasure of the manager of the Company or until the due election and quali?cation of his successor. RESOLVED, that all actions taken by the above listed of?cers, whether before, on or after the date hereof, in the name and on behalf of the Company are hereby rati?ed, con?rmed and approved in all respects. IN WITNESS WHEREOF, the undersigned manager has executed this Written Consent as of the date ?rst set forth above. DJT HOLDINGS LLC, a Delaware limited liability company By: DJ Holdings Managing Member LLC, its 111 I: Name: onald J. Trump, . Title: Pres: .- WRITTEN CONSENT OF DJT HOLDINGS MANAGING MEMBER LLC (a Delaware Limited Liability Company) January 19, 2017 The undersigned, being the sole member of DJT Holdings Managing Member LLC (the ?Company?), a limited liability company organized and existing under the Delaware Limited Liability Company Act (the in accordance with Section 18-302(d) of the Act: DOES HEREBY CONSENT IN WRITING to the adoption of the following resolutions: RESOLVED, that the following persons are hereby elected to the of?ce set opposite their name, to hold such of?ce at the pleasure of the member of the Company or until the due election and quali?cation of their successor: Name Of?ce Donald J. Trump, Jr. President Allen Weisselberg Vice President, Treasurer and Secretary RESOLVED, that all actions taken by the above listed of?cers, whether before, on or a?er the date hereof, in the name and on behalf of the Company are hereby rati?ed, con?rmed and approved in all respects. IN WITNESS WHEREOF, the undersigned member has executed this Written Consent as of the date ?rst set forth above. DJT HOLDINGS MANAGING MEMBER LLC, a Delaware limited liability company By: The Donald J. Trump Revocable Trust date: -f -- . By: Name: Donalw Title: By: Title: Trustee Summary of Contribution and Distribution Provisions of Second Amended and Restated Limited Liability Agreement of Trump Old Post Of?ce LLC Contributions. Section 2.1 of the Second Amended and Restated Limited Liability Agreement of Trump Old Post O??ice LLC (the Agreement?) provides for contributions. Contributions are not required or permitted Without the unanimous consent of CPD Manaoin Member and DJT Holdings LLC (?Holdings?). enera part 0 a requrre contribution, but if Members subscribe for more than the total required contribution, then OPO Managing Member can apportion the subscriptions so that an oversubscribing Member can contribute at least a portion of the contribution that corresponds to that Member?s Percentage Interest in OPO. Distributions. Section 3.2 of the OPO Agreement provides for two types of distributions: distributions that are made from the proceeds of capital transactions sales and loans) and ordinary distributions. Distributions of the proceeds of capital transactions are made in proportion to the Members? relative unrecovered capital contribution balances, which are the Member?s contributions compounded by an amount computed like 4% interest. Distributions that are not sourced to capital transactions are made in pmportion to the Members? percentage interests. General Summary of the Capital Account and Distribution Provisions of The Limited Liability Company Agreements Capital Accounts. Section 2.3 of the agreements provide that capital accounts are maintained for each member. Capital accounts are increased to re?ect contributions, pro?ts, and other amounts that are required to be credited in accordance with the Internal Revenue Code of 1986, as amended (the ?Code?) and the Treasury Regulations promuigated thereunder (the Capital accounts are decreased to re?ect distributions, losses, and other amounts that are required to be debited in accordance with the Code and the Regulations. Distributions. Section 3.2 of the agreements provide that distributions shall be made from the funds of the company that the manager determines are available for distribution after setting aside such amounts as the manager deems advisable to retain for any company purpose. Distributions shall be made to the members in proportion to their percentage interests. Ha? I, Ivanka Trump, hereby resign from each and eve listed on Exhibit A hereto. My resignation shall DATED this day of M2017 [y o?ice and position I hold in the entities e??ective immediately. .1 .u . . ?in . Exhibit A w. .x u?rn a IV ANKA 0P0 LLC ma-- TRUMP OLD POST OFFICE LLC 10 SUMMARY OF THE IVANKA TRUMP REVOCABLE TRUST TERMS . The lvanka Trump Revocable Trust dated August 13, 2010 (the ?Trust?), is in full force and effect and has not been altered, amended, revoked or terminated. Iva nka Trump, of New York, New York, is the Donor of the Trust. Iva nka Trump is the current Trustee (the ?Trustee?) of the Trust. There are no other current Trustees. . The purpose of the Trust is to hold assets for the exclusive bene?t of lvanka Trump. Donald J. Trump is not a bene?ciary of the Trust. . The Trustee has all the powers contained under New York law. . The Trust uses lvanka Trump?s social security number as the taxpayer identi?cation number. . There are no facts which constitute conditions precedent to acts by the Trustee or which are in any other manner germane to affairs of the Trust. SUMMARY OF THE ERIC F. TRUMP REVOCABLE TRUST TERMS The Eric F. Trump Revocable Trust - 2015 dated June 5, 2015 (the ?Trust?), is in full force and effect and has not been altered, amended, revoked or terminated. Eric F. Trump, of New York, New York, is the Donor of the Trust. Eric F. Trump is the current Trustee (the ?Trustee?) of the Trust. There are no other current Trustees. Do naid J. Trump is not a bene?ciary of the Trust. The purpose of the Trust is to hold assets for the exctusive bene?t of Eric F. Trump. The Trustee has all the powers contained under New York law. The Trust uses Eric F. Trump?s social security number as the taxpayer identi?cation number. There are no facts which constitute conditions precedent to acts by the Trustee or which are in any other manner germane to affairs of the Trust. SUMMARY OF THE DONALD J. TRUMP JR. REVDCABLE TRUST TERMS The Donald J. Trump Jr. Revocable Trust dated October 5, 2015 (the is in full force and effect and has not been altered, amended, revoked or terminated. Donald J. Trump, Jr., of New York, New York, is the Donor of the Trust. Donald J. Trump, Jr. is the current Trustee [the "Trustee?) of the Trust. There are no other current Trustees. The purpose of the Trust is to hold assets for the exclusive be nefit of Donald J. Trump, Jr. Donald J. Trump is not a bene?ciary of the Trust. The Trustee has all the powers contained under New York law. . The Trust uses Donald J. Trump, r.?s social security number as the taxpayer identi?cation number. There are no facts which constitute conditions precedent to acts by the Trustee or which are in any other manner germane to affairs of the Trust. Exhibit 14 Letter from Kevin Terry to Donald J. Trump, Jr. dated March 23, 2017 Lease Number GS-LS-116-1307 (Old Post Of?ce, Washington, DC.) 10. ll. 12. r? CERTIFICATION OF TRUSTEE The Donald J. Trump Revocable Trust dated April 7, 2014, as most recently amended by a Second Amendment dated January 17, 2017 (the ?Trust?), is in full force and effect and has not been altered, further amended, revoked or terminated. Donald J. Trump, of New York, New York, is the Donor of the Trust. Donald J. Trump, Jr. and Allen Weisselberg are the current Trustees (collectively, the ?Trustees?) of the Trust and were appointed Trustees on January 19, 2017. Eric F. Trump is the Chairman of the Advisory Board of the Trust and was appointed on the same date. The Trustees have appointed an Ethics Advisor whose approval is a condition precedent to the Trust taking certain actions. There are no other current Trustees other than those listed in the preceding Section 3. The purpose of the Trust is to hold assets for the bene?t of Donald J. Trump. The Trustees must act unanimously and in consultation with the Chairman of the Advisory Board to manage the Trust pr0perty. The Trustees shall distribute net income or principal to Donald J. Trump at his request, as the Trustees deem necessary for his maintenance, support or uninsured medical expenses, or as the Trustees otherwise deem appropriate. The Trustees shall not provide any report to Donald J. Trump on the holdings and sources of income of the Trust. The Trustees have all the powers contained under New York law. Notwithstanding the foregoing, the Trustees are subject to certain restrictions and limitations with reSpect to certain transactions and actions made on behalf of the Trust, and the Trustees hereby represent and warrant that they have complied with and shall continue to comply with such restrictions and limitations. Any person may rely conclusively on the facts stated in a certi?cate signed by any Trustee. Signed and sealed under pains and penalties of perjury on February 10, 2017. Donal . Frump, Jr., Trustee etsse erg, Trustee of The onald J. Trump Revoc Trust The Donald J. Trump Revocable Trust vy- -- aru- -Mw" It? non?we- .- STATE OF NEW YORK COUNTY OF NEW YORK On this 10th day of February 2017, before me, the undersigned notary public, personally appeared Donald J. Trump, Jr., Trustee of The Donald J. Trump Revocable Trust dated April 7, 2014, personally known to me to be the person whose name is signed on this document, and acknowledged to me that he signed it voluntarily for its ted pu so as Trustee as aforesaid. otary to. tate 0 our or . No. 02GA6021578 hotary Public Qualified In Nassau County /7 Commission Expires on March 15. 20__ STATE OF NEW YORK COUNTY OF NEW YORK On this 10th day of February 2017, before me, the undersigned notary public, personally appeared Allen Weisselberg, Trustee of The Donald J. Trump Revocable Trust dated April 7, 2014, personally known to me to be the person whose name is signed on this document, and acknowledged to me that he signed it voluntarily for its stated purpose as Trustee as aforesaid. ALAN GAHTEN Notary Public. State of New York up. 02GA6021578 Qualified in Nassau County Commission Expires on March 15. 20 In tary Public Exhibit 15 Letter from Kevin Terry to Donald J. Trump, Jr. dated March 23, 2017 Lease Number (Old Post Of?ce, Washington, DC.) GSA Public Buildings Service March 3, 2017 Via Email Trump Old Post Of?ce LLC CEO The Trump Organization 725 Fifth Avenue, 25th Floor New York, New York 10022 Attn: Donald J. Trump, Jr. Re: Response to letter dated February 17, 2017 Dear Mr. Trump, I am in receipt of a letter from your attorney dated February 17, 2017, setting forth the position of Trump Old Post Of?ce LLC on how its organizational structure complies with the Lease, especially Section 37.19. The February 17 letter concludes by stating that the extent that GSA has any remaining concerns, Tenant stands ready to continue our dialogue and address those concerns." To that end, 1 have requested that representatives from the GSA Of?ce of General Counsel schedule a meeting with your attorneys to further discuss the remaining concerns. I will not be attending the meeting. Please feel free to call me at (202) 708?4600. Sincerely, Ida/m4 my KEVIN Kevin M. Terry Contracting Of?cer cc: Eric F. Trump Paula DeMuth, Esq. Tim Tozer, Esq. Sheri Dillon, Esq. 0.5. General Servlces Administration 301 7th Street SW Washington. DC 20407?0001