Common use of Order of Priority of Funds in Deposit Account Clause in Contracts

Order of Priority of Funds in Deposit Account. On each Monthly Payment Date during the Term, except during the continuance of an Event of Default, all funds deposited into the Deposit Account during the immediately preceding Collection Period shall be applied on such Monthly Payment Date in the following order of priority: (i) First, to the Tax Account, to make the required payments of Tax Funds as required under Section 6.3; (ii) Second, to the Insurance Account, to make any required payments of Insurance Funds as required under Section 6.4; (iii) Third, to Agent, funds sufficient to pay the interest due on such Monthly Payment Date; (iv) Fourth, to the Capital Expenditure Account, to make the required payments of Capital Expenditure Funds as required under Section 6.5: (v) Fifth, to the Rollover Account, to make the required payments of Rollover Funds as required under Section 6.6; (vi) Sixth, to Agent, of any other amounts then due and payable under the Loan Documents; (vii) Seventh, to Borrower if a Trigger Period is continuing, funds in an amount equal to the Monthly Operating Expense Budgeted Amount; (viii) Eighth, to Borrower if a Trigger Period is continuing, payments for Approved Extraordinary Operating Expenses, if any; (ix) Ninth, if a New Mezzanine Loan (or any portion thereof) is outstanding, to the New Mezzanine Payment Account funds in an amount equal to the Monthly New Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under the New Mezzanine Loan, in accordance with the New Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date; (x) Tenth, to the Current Mezzanine Payment Account, funds in an amount equal to the Monthly Current Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under the Current Mezzanine Loan, in accordance with the Current Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date: and (xi) Lastly all amounts remaining after payment of the amounts set forth in clauses (i) through (x) above (the “Available Cash”): (A) during a Trigger Period, to the Cash Collateral Account to be held or disbursed in accordance with Section 6.8; or (B) If no Trigger Period is continuing, to Borrower.

Order of Priority of Funds in Deposit Account. On each Monthly Payment Date during the Termcontinuance of a Trigger Period, except during the continuance of an Event of Default, all funds deposited into the Deposit Account during the immediately preceding Collection Interest Period shall be applied on such Monthly Payment Date in the following order of priority: (i) First, to the Tax Account, to make the required payments of Tax Funds as required under Section 6.3; (ii) Second, to the Insurance Account, to make any required payments of Insurance Funds as required under Section 6.4; (iii) Third, to AgentLender, funds sufficient to pay the Monthly Debt Service Payment Amount, applied first to the payment of interest due on such Monthly Payment Datecomputed at the Interest Rate with the remainder applied to the reduction of the Outstanding Principal Balance; (iv) Fourth, to the Capital Expenditure Account, to make the required payments of Capital Expenditure Funds as required under Section 6.5:; (v) Fifth, to the Rollover Account, to make the required payments of Rollover Funds as required under Section 6.6;; and (vi) Sixth, to AgentLender, of any other amounts then due and payable under the Loan Documents; (vii) Seventh, to Borrower if a Trigger Period is continuingBorrower, funds in an amount equal to (I) the lesser of (A) Monthly Operating Expense Budgeted AmountAmount and (B) Actual Opex for the applicable month minus (II) any OpEx Overpayment Amount received by Borrower that has not been previously deducted pursuant to this clause (vii)(II); (viii) Eighth, to Borrower if a Trigger Period is continuingBorrower, payments for Approved Extraordinary Operating Expenses, if any; (ix) Ninth, if a New Mezzanine Loan (or any portion thereof) is outstandingoutstanding to make payments in the amount of the monthly debt service payment payable under the terms of the New Mezzanine Loan, to the New Mezzanine Payment Account funds in an amount equal to the Monthly New Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing lender under the New Mezzanine Loan, in accordance with the New Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date; and; (x) TenthLastly, to the Current Mezzanine Payment Account, funds in an amount equal to the Monthly Current Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under the Current Mezzanine Loan, in accordance with the Current Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date: and (xi) Lastly all amounts remaining after payment of the amounts set forth in clauses (i) through (xix) above (the “Available Cash”): (A) during a Trigger PeriodPeriod continuing due to a Lease Sweep Period (regardless of whether any other Trigger Period is continuing), to the Lease Sweep Account to be held and disbursed in accordance with Section 6.13; or (B) provided no Lease Sweep Period is continuing, to the Cash Collateral Account to be held or disbursed in accordance with Section 6.8; or (B) If no Trigger Period is continuing, to Borrower.6.12

Order of Priority of Funds in Deposit Account. On each Monthly Payment Date during the Term, except during the continuance of an Event of Default, all funds deposited into the Deposit Account during the immediately preceding Collection Interest Period shall be applied on such Monthly Payment Date in the following order of priority: (i) First; to Servicer (or to Agent to be delivered to Servicer), to pay the Servicing Fee and any and all fees, costs and expenses due to Agent in accordance with the Loan Documents (other than amounts due and owing to Lenders and payable in accordance with clauses (v) and (vi) below); (ii) Second, the Tax Account, to make the required payments deposit of Tax Funds as required under Section 6.3; (iiiii) SecondThird, to the Insurance Account, to make any the required payments deposit of Insurance Funds as required under Section 6.4; (iii) Third, to Agent, funds sufficient to pay the interest due on such Monthly Payment Date; (iv) Fourth, to the Capital Expenditure Ground Rent Account, to make the required payments deposit of Capital Expenditure Ground Rent Funds as required under Section 6.5:; (v) Fifth, to Agent, for itself and for the Rollover Account, to make the required payments benefit of Rollover Funds as required under Section 6.6; (vi) Sixth, to AgentLenders, of any other amounts then due and payable under the Loan DocumentsDocuments (other than the Outstanding Principal Balance, Spread Maintenance Premium and amounts payable pursuant to clauses (vi) and (xi) below); (vi) Sixth, to Agent for the benefit of Lenders, funds sufficient to pay the Monthly Debt Service Payment Amount; (vii) Seventh, to the Rollover Account, to make the required deposit of Rollover Funds as required under Section 6.6; (viii) Eighth, to the Capital Expenditure Account, to make the required deposit of Capital Expenditure Funds as required under Section 6.7; (ix) Ninth, to each of Davies Center Borrower, Pan Am Borrower if a Trigger Period is continuingand Waterfront Borrower, funds in an amount equal to the Monthly Operating Expense Budgeted AmountAmount for each Property; (viiix) EighthTenth, to each of Davies Center Borrower, Pan Am Borrower if a Trigger Period is continuingand Waterfront Borrower, payments for Approved Extraordinary Operating Expenses, if any, for each Property; (ixxi) Ninth, if a New Mezzanine Loan (or any portion thereof) is outstandingEleventh, to Agent in partial repayment of the New Mezzanine Payment Account funds Loan, which amount described in this clause (xi) shall reduce, pro rata (to the extent each are still owned by the applicable Borrower), the Allocated Loan Amounts of the Davies Center Property and the Waterfront Property in an amount equal to (1) prior to the Monthly New Mezzanine Debt Service Payment due and owing on such Monthly Payment Stated Maturity Date, plus any additional amount 55% of all amounts available for distribution pursuant to this clause (other than principal paymentsxi) due (“Available Cash”) or (2) from and owing under after the New Mezzanine Loan, in accordance with the New Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date; (x) Tenth, to the Current Mezzanine Payment Account, funds in an amount equal to the Monthly Current Mezzanine Debt Service Payment due and owing on such Monthly Payment Stated Maturity Date, plus any additional amount (other than principal payments) due and owing under the Current Mezzanine Loan, in accordance with the Current Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date: 50% of all Available Cash; and (xixii) Lastly Lastly, all amounts remaining Available Cash: after payment of the amounts set forth in clauses (i) through (xxi) above (the “Available Cash”):above: (A) during a Trigger Cash Flow Sweep Period, to the Cash Collateral Account to be held or disbursed in accordance with Section 6.86.9; or (B) If provided no Trigger Cash Flow Sweep Period is continuing, then the remaining funds to Borrowerbe deposited into the Borrower Operating Account for each of the three Properties, provided that the portion of the remaining funds to be deposited into each of the Borrower Operating Accounts shall be based on the Allocated Loan Amount for such Property in proportion to the amount of the Loan.

Order of Priority of Funds in Deposit Account. On Provided no Trigger Event has occurred and is continuing, on each Business Day all funds deposited in the Deposit Account shall be disbursed to or as directed by Borrower by wire transfer. During the continuance of any Trigger Period, on each Monthly Payment Date during the Term, except upon the occurrence and during the continuance of an Event of Default, all funds deposited into on deposit in the Deposit Account during the immediately preceding Collection Period shall be applied on such Monthly Payment Date in the following order of priority:priority (after the transfer to the Casualty and Condemnation Account of any Net Proceeds required to be deposited therein pursuant to Section 6.7): (i) First, to the Tax Account, to make the required payments of Tax Funds as required under Section 6.3; (ii) Second, to the Insurance Account, to make any required payments of Insurance Funds as as, and to the extent, required under Section 6.4; (iii) Third, to AgentLender, funds sufficient to pay the interest due on such Monthly Payment Date, together with any other amounts then due to Lender for late payment charges, including, without limitation, interest at the Default Rate (other than those required to be paid pursuant to the other clauses of this Section 6.10); (iv) Fourth, to the Condominium Account, to make the required payments of Condominium Funds as required under Section 6.2; (v) Fifth, to the Capital Expenditure Account, to make the required payments of Capital Expenditure Funds as required under Section 6.5:; (vvi) FifthSixth, to the Rollover Account, to make the required payments of Rollover Funds as required under Section 6.6; (vivii) SixthSeventh, to AgentLender, of any other amounts then due and payable under the Loan Documents; (viiviii) SeventhEighth, subject to the terms of the Cash Management Agreement, to Borrower if a Trigger Period is continuingBorrower, funds in an amount equal to the Monthly Operating Expense Budgeted Amount; Amount (viii) Eighthexcluding Taxes, to Borrower if a Trigger Period is continuing, payments for Approved Extraordinary Operating Expenses, if anyInsurance Premiums and Condominium Charges); (ix) Ninth, to Borrower, payments for Approved Extraordinary Expenses, if a New Mezzanine Loan (or any portion thereof) is outstanding, to the New Mezzanine Payment Account funds in an amount equal to the Monthly New Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under the New Mezzanine Loan, in accordance with the New Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date;any; and (x) TenthLastly, to the Current Mezzanine Payment Account, funds in an amount equal to the Monthly Current Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under the Current Mezzanine Loan, in accordance with the Current Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date: and (xi) Lastly all amounts remaining after payment of the amounts set forth in clauses (i) through (xix) above (the “Available Cash”): (A) during a Trigger Period, to the Cash Collateral Account to be held or disbursed in accordance with Section 6.8; or (B) If no Trigger Period is continuing, provided that Lender shall on each Monthly Payment Date use all Available Cash to Borrowermake the required payments of Tax Funds, Insurance Funds, Capital Expenditure Funds, Rollover Funds and Condominium Funds as required under Sections 6.2, 6.3, 6.4, 6.5 or 6.6, as applicable, in the order of priority set forth in this Section 6.10.1 to the extent that funds then on deposit in the Deposit Account shall be insufficient to make such payments in accordance with the order of priority set forth in this Section 6.10.1.

Order of Priority of Funds in Deposit Account. On each Monthly Payment Date during the Termcontinuance of a Trigger Period, except during the continuance of an Event of Default, all funds deposited into the Deposit Account during the immediately preceding Collection Interest Period shall be applied on such Monthly Payment Date in the following order of priority: (i) First, to the Tax Account, to make the required payments of Tax Funds as required under Section 6.3; (ii) Second, to the Insurance Account, to make any required payments of Insurance Funds as required under Section 6.4; (iii) Third, to Agentthe Common Charges Account, to make any required payments of Common Charges Funds as required under Section 6.9 hereof; (iv) Fourth, to Lender, funds sufficient to pay the Monthly Interest Payment Amount or Monthly Debt Service Payment Amount (as applicable), applied first to the payment of interest due on such Monthly Payment computed at the Interest Rate (plus, if applicable, interest at the Default Rate) with the remainder (from and after the Amortization Commencement Date) applied to the reduction of the Outstanding Principal Balance; (ivv) FourthFifth, to the Capital Expenditure Account, to make the required payments of Capital Expenditure Funds as required under Section 6.5:; (vvi) FifthSixth, to the Rollover Account, to make the required payments of Rollover Funds as required under Section 6.6;; and (vivii) SixthSeventh, to AgentLender, of any other amounts then due and payable under the Loan Documents; (viiviii) SeventhEighth, to Borrower if a Trigger Period is continuingBorrowers, funds in an amount equal to the Monthly Operating Expense Budgeted Amount; (viiiix) EighthNinth, to Borrower if a Trigger Period is continuingBorrowers, payments for Approved Extraordinary Operating Expenses, if any; (ixx) NinthTenth, if a New Mezzanine Loan (or any portion thereof) is outstandingoutstanding and a Trigger Period is continuing (other than a Trigger Period continuing solely because a Mezzanine Trigger Period is continuing), to make payments in the amount of the monthly debt service payment payable under the terms of the New Mezzanine Loan, to the New Mezzanine Payment Account funds in an amount equal to the Monthly New Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing lender under the New Mezzanine Loan, in accordance with the New Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date; (x) Tenth, to the Current Mezzanine Payment Account, funds in an amount equal to the Monthly Current Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under the Current Mezzanine Loan, in accordance with the Current Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date: ; and (xi) Lastly Lastly, all amounts remaining after payment of the amounts set forth in clauses (i) through (x) above (the “Available Cash”): (A) during a Trigger PeriodPeriod continuing due to a Lease Sweep Period (regardless of whether any other Trigger Period is continuing), to the Lease Sweep Account to be held and disbursed in accordance with Section 6.10; or (B) provided no Lease Sweep Period is continuing, to the Cash Collateral Account to be held or disbursed in accordance with Section 6.86.12; or (BC) If no during a Trigger Period continuing solely because a Mezzanine Trigger Period is continuing, to the lender under the New Mezzanine Loan, to be applied in accordance with the instruments and documents evidencing or securing the New Mezzanine Loan, to pay any amount due to lender under the New Mezzanine Loan, before any remainder is disbursed to the applicable New Mezzanine Loan Borrower.

Order of Priority of Funds in Deposit Account. On each Monthly Payment Date during the Termcontinuance of a Trigger Period, except during the continuance of an Event of Default, all funds deposited into the Deposit Account during the immediately preceding Collection Interest Period shall be applied on such Monthly Payment Date in the following order of priority: (i) First, to the Tax Account, to make the required payments of Tax Funds as required under Section 6.3; (ii) Second, to the Insurance Account, to make any required payments of Insurance Funds as required under Section 6.4; (iii) Third, to Agentthe Common Charges Account, to make any required payments of Common Charges Funds as required under Section 6.9 hereof; (iv) Fourth, to Lender, funds sufficient to pay the Monthly Interest Payment Amount or Monthly Debt Service Payment Amount (as applicable), applied first to the payment of interest due on such Monthly Payment computed at the Interest Rate (plus, if applicable, interest at the Default Rate) with the remainder (from and after the Amortization Commencement Date) applied to the reduction of the Outstanding Principal Balance; (ivv) FourthFifth, to the Capital Expenditure Account, to make the required payments of Capital Expenditure Funds as required under Section 6.5:; (vvi) FifthSixth, to the Rollover Account, to make the required payments of Rollover Funds as required under Section 6.6;; and (vivii) SixthSeventh, to AgentLender, of any other amounts then due and payable under the Loan Documents; (viiviii) SeventhEighth, to Borrower if a Trigger Period is continuingBorrowers, funds in an amount equal to the Monthly Operating Expense Budgeted Amount; (viiiix) EighthNinth, to Borrower if a Trigger Period is continuingBorrowers, payments for Approved Extraordinary Operating Expenses, if any; (ixx) NinthTenth, if a New Mezzanine Loan (or any portion thereof) is outstandingoutstanding and a Trigger Period is continuing (other than a Trigger Period continuing solely because a Mezzanine Trigger Period is continuing), to make payments in the amount of the monthly debt service payment payable under the terms of the New Mezzanine Loan, to the New Mezzanine Payment Account funds in an amount equal to the Monthly New Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing lender under the New Mezzanine Loan, in accordance with the New Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date; (x) Tenth, to the Current Mezzanine Payment Account, funds in an amount equal to the Monthly Current Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under the Current Mezzanine Loan, in accordance with the Current Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date: ; and (xi) Lastly Lastly, all amounts remaining after payment of the amounts set forth in clauses (i) through (x) above (the “Available Cash”): (A) during a Trigger PeriodPeriod continuing due to a Lease Sweep Period (regardless of whether any other Trigger Period is continuing), to the Lease Sweep Account to be held and disbursed in accordance with Section 6.10; or Table of Contents (B) provided no Lease Sweep Period is continuing, to the Cash Collateral Account to be held or disbursed in accordance with Section 6.86.12; or (B) If no Trigger Period is continuing, to Borrower.

Order of Priority of Funds in Deposit Account. On each Monthly Payment Date during the Term, except during the continuance of an Event of Default, all funds deposited into the Deposit Account during the immediately preceding Collection Interest Period (including, with respect to the first Monthly Payment Date, any funds deposited into the Deposit Account during the Initial Interest Period) shall be applied on such Monthly Payment Date in the following order of priority: (i) First, to the Tax Account, to make the required payments of Tax Funds as required under Section 6.3; (ii) Second, to the Insurance Account, to make any required payments of Insurance Funds as required under Section 6.4; (iii) Third, to AgentLender, funds sufficient to pay the Monthly Interest Payment Amount or Monthly Debt Service Payment Amount (as applicable), applied first to the payment of interest due on such Monthly Payment computed at the Interest Rate with the remainder (from and after the Amortization Commencement Date) applied to the reduction of the Outstanding Principal Balance; (iv) Fourth, to the Capital Expenditure Account, to make the required payments of Capital Expenditure Funds as required under Section 6.5:; (v) Fifth, to the Rollover Account, to make the required payments of Rollover Funds as required under Section 6.6; (vi) Sixth, to AgentLender, of any other amounts then due and payable under the Loan Documents; (viivi) SeventhSixth, during any Trigger Period, to Borrower if a Trigger Period is continuingBorrower, funds in an amount equal to the Monthly Operating Expense Budgeted Amount; (viiivii) EighthSeventh, during any Trigger Period, to Borrower if a Trigger Period is continuingBorrower, payments for Approved Extraordinary Operating Expenses, if any; (ixviii) NinthEighth, if a New Mezzanine Loan (or any portion thereof) is outstandingoutstanding and a Trigger Period is continuing (other than a Trigger Period continuing solely because a Mezzanine Trigger Period is continuing), to make payments in the amount of the monthly debt service payment payable under the terms of the New Mezzanine Loan, to the New Mezzanine Payment Account funds in an amount equal to the Monthly New Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing lender under the New Mezzanine Loan, in accordance with the New Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date; (x) Tenth, to the Current Mezzanine Payment Account, funds in an amount equal to the Monthly Current Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under the Current Mezzanine Loan, in accordance with the Current Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date: ; and (xiix) Lastly all amounts remaining after payment of the amounts set forth in clauses (i) through (xviii) above (the “"Available Cash”"): (A) during a Trigger PeriodPeriod (other than a Trigger Period continuing solely because a Mezzanine Trigger Period is continuing), to the Cash Collateral Account to be held or disbursed in accordance with Section 6.86.11; or (B) If during a Trigger Period continuing solely because a Mezzanine Trigger Period is continuing, to the lender under the New Mezzanine Loan, to be applied in accordance with the New Mezzanine Loan Documents, to pay any amount due and payable to the lender under the New Mezzanine Loan, before any remainder is disbursed to the applicable mezzanine loan borrower; or (C) provided no Trigger Period is continuing, disbursed to Borrower.

Order of Priority of Funds in Deposit Account. On each Monthly Payment Date during the Termcontinuance of a Trigger Period, except during the continuance of an Event of Default, all funds deposited into the Deposit Account during the immediately preceding Collection Interest Period shall be applied on such Monthly Payment Date in the following order of priority: (i) First, to the Tax Account, funds sufficient to make the required payments of Tax Funds as required under Section 6.3; (ii) Second, to the Insurance Account, funds sufficient to make any required payments of Insurance Funds as required under Section 6.4; (iii) Third, to AgentLender, funds sufficient to pay the interest Debt Service due on the Outstanding Principal Balance of the Loan on such Monthly Payment Date; (iv) Fourth, to the Capital Expenditure Account, funds sufficient to make the required payments of Capital Expenditure Funds as required under Section 6.5:; (v) Fifth, to the Rollover Account, funds sufficient to make the required payments of Rollover Funds as required under Section 6.6; (vi) Sixth, to AgentLender, of funds sufficient to pay any other amounts then due and payable under the Loan Documents; (vii) Seventh, to Borrower if a Trigger Period is continuingBorrower, funds in an amount equal to the Monthly Operating Expense Budgeted Amount; (viii) Eighth, to Borrower if a Trigger Period is continuingBorrower, payments for Approved Extraordinary Operating Expenses, if any; (ix) Ninth, provided that no Event of Default then exists, if a New Mezzanine Loan (or any portion thereof) is outstanding, to the New Mezzanine Payment Account funds in an amount equal to the Monthly New Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under the New Mezzanine Loan, Date in accordance with the New Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date; (x) Tenth, provided that no Event of Default then exists, and provided further that Lender has not received a New Mezzanine Loan Default Notice that has not been revoked by a New Mezzanine Loan Default Revocation Notice, if the First Mezzanine Loan (or any portion thereof) is outstanding, to the Current First Mezzanine Payment Account, Account funds in an amount equal to the Monthly Current First Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under the Current Mezzanine Loan, Date in accordance with the Current First Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date: and; (xi) Lastly Eleventh, provided that no Event of Default then exists, and provided further that Lender has not received a New Mezzanine Loan Default Notice that has not been revoked by a New Mezzanine Loan Default Revocation Notice, and provided further that Lender has not received a First Mezzanine Loan Default Notice that has not been revoked by a First Mezzanine Loan Default Revocation Notice, if the Second Mezzanine Loan (or any portion thereof) is outstanding, to the Second Mezzanine Payment Account funds in an amount equal to the Second Mezzanine Debt Service Payment due and owing on such Monthly Payment Date in accordance with the Second Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date; and (xii) Lastly, all amounts remaining after payment of the amounts set forth in clauses (i) through (xxi) above (the “Available Cash”): (A) during a Trigger Period), to the Cash Collateral Account to be held or disbursed in accordance with Section 6.8; or (B) If no Trigger Period is continuing, to Borrower.

Order of Priority of Funds in Deposit Account. On each Monthly Payment Date during the Term, except during the continuance of an Event of Default, all funds deposited into the Deposit Account during the immediately preceding Collection Interest Period shall be applied on such Monthly Payment Date in the following order of priority: (i) First, to the Tax Account, to make the required payments of Tax Funds as required under Section 6.3; (ii) Second, to the Insurance Account, to make any required payments of Insurance Funds as required under Section 6.4; (iii) Third, to AgentLender, funds sufficient to pay the Monthly Interest Payment Amount or Monthly Debt Service Payment Amount (as applicable), applied first to the payment of interest due on such Monthly Payment computed at the Interest Rate (plus, if applicable, interest at the Default Rate) with the remainder (from and after the Amortization Commencement Date) applied to the reduction of the Outstanding Principal Balance; (iv) Fourth, to the Capital Expenditure Account, to make the required payments of Capital Expenditure Funds as required under Section 6.5:; (v) Fifth, to the Rollover Account, to make the required payments of Rollover Funds as required under Section 6.6; (vi) Sixth, to AgentLender, of any other amounts then due and payable under the Loan Documents; (viivi) SeventhSixth, to Borrower if a during any Trigger Period and while any Mezzanine Loan is continuingoutstanding to Borrower, funds in an amount equal to the Monthly Operating Expense Budgeted Amount; (viiivii) EighthSeventh, during any Trigger Period and while any Mezzanine Loan is outstanding, to Borrower if a Trigger Period is continuingBorrower, payments for Approved Extraordinary Operating Expenses, if any; (ixviii) NinthEighth, if a New Mezzanine Loan (or any portion thereof) is outstandingoutstanding and a Trigger Period is continuing, to the New Mezzanine Payment Account funds in an amount equal to the Monthly New Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under the New Mezzanine Loan, Date in accordance with the New Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date; (xix) TenthNinth, if a Trigger Period is continuing, to the Current Mezzanine Payment Account, funds in an amount equal to the Monthly Current Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under the Current Mezzanine Loan, Date in accordance with the Current Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date: ; and (xix) Lastly all amounts remaining after payment of the amounts set forth in clauses (i) through (xix) above (the “Available Cash”): (A) during a Trigger Period, to the Cash Collateral Account to be held or disbursed in accordance with Section 6.86.12; or (B) If provided no Trigger Period is continuingcontinuing (1) if the New Mezzanine Loan (or any portion thereof) is outstanding (regardless of whether the Current Mezzanine Loan (or any portion thereof) is outstanding), shall be deposited into the New Mezzanine Payment Account (to be transferred to the New Mezzanine Loan Account and applied or disbursed in accordance with the New Mezzanine Loan Documents), (2) if the Current Mezzanine Loan (or any portion thereof) is outstanding (and no New Mezzanine Loan is outstanding), shall be deposited into the Current Mezzanine Payment Account (to be transferred to the Current Mezzanine Loan Account and applied or disbursed in accordance with the Current Mezzanine Loan Documents) or (3) otherwise, shall be disbursed to Borrower.

Order of Priority of Funds in Deposit Account. On Provided no Trigger Event has occurred and is continuing, on each Business Day all funds deposited in the Deposit Account shall be disbursed to or as directed by Borrower by wire transfer. During the continuance of any Trigger Period, on each Monthly Payment Date during the Term, except upon the occurrence and during the continuance of an Event of Default, all funds deposited into on deposit in the Deposit Account during the immediately preceding Collection Period shall be applied on such Monthly Payment Date in the following order of priority:priority (after the transfer to the Casualty and Condemnation Account of any Net Proceeds required to be deposited therein pursuant to Section 6.7): (i) First, to the Tax Account, to make the required payments of Tax Funds as required under Section 6.3; (ii) Second, to the Insurance Account, to make any required payments of Insurance Funds as as, and to the extent, required under Section 6.4; (iii) Third, to AgentLender, funds sufficient to pay the interest due on such Monthly Payment Date, together with any other amounts then due to Lender for late payment charges, including, without limitation, interest at the Default Rate (other than those required to be paid pursuant to the other clauses of this Section 6.9); (iv) Fourth, to the Condominium Account, to make the required payments of Condominium Funds as required under Section 6.2; (v) Fifth, to the Capital Expenditure Account, to make the required payments of Capital Expenditure Funds as required under Section 6.5:; (vvi) FifthSixth, to the Rollover Account, to make the required payments of Rollover Funds as required under Section 6.6; (vivii) SixthSeventh, to AgentLender, of any other amounts then due and payable under the Loan Documents; (viiviii) SeventhEighth, subject to the terms of the Cash Management Agreement, to Borrower if a Trigger Period is continuingBorrower, funds in an amount equal to the Monthly Operating Expense Budgeted Amount; Amount (viii) Eighthexcluding Taxes, to Borrower if a Trigger Period is continuing, payments for Approved Extraordinary Operating Expenses, if anyInsurance Premiums and Condominium Charges); (ix) Ninth, to Borrower, payments for Approved Extraordinary Expenses, if a New Mezzanine Loan (or any portion thereof) is outstanding, to the New Mezzanine Payment Account funds in an amount equal to the Monthly New Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under the New Mezzanine Loan, in accordance with the New Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date;any; and (x) Tenth, to the Current Mezzanine Payment Account, funds in an amount equal to the Monthly Current Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under the Current Mezzanine Loan, in accordance with the Current Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date: and (xi) Lastly all amounts remaining after payment of the amounts set forth in clauses (i) through (x) above (the “Available Cash”): (A) during a Trigger Period, to the Cash Collateral Account to be held or disbursed in accordance with Section 6.8; or (B) If no Trigger Period is continuing, provided that Lender shall on each Monthly Payment Date use all Available Cash to Borrowermake the required payments of Tax Funds, Insurance Funds, Capital Expenditure Funds, Rollover Funds and Condominium Funds as required under Sections 6.2, 6.3, 6.4, 6.5 or 6.6, as applicable, in the order of priority set forth in this Section 6.9.1 to the extent that funds then on deposit in the Deposit Account shall be insufficient to make such payments in accordance with the order of priority set forth in this Section 6.9.1.

Order of Priority of Funds in Deposit Account. On each Monthly Payment Date during the Term, except during the continuance of an Event of Default, all funds deposited into the Deposit Account during the immediately preceding Collection then-current Interest Period shall be applied on such Monthly Payment Date in the following order of priority: (i) First, to the Tax Account, to make the required payments of Tax Funds as required under Section 6.3; (ii) Second, to the Insurance Account, to make any required payments of Insurance Funds as required under Section 6.4; (iii) Third, to AgentLender, funds sufficient to pay the interest due on such Monthly Payment Date; (iv) Fourth, to the Capital Expenditure FF&E Reserve Account, to make the required payments of Capital Expenditure FF&E Reserve Funds as required under Section 6.5:6.9; (v) Fifth, to the Rollover Account, to make the required payments of Rollover Funds as required under Section 6.6; (vi) Sixth, to AgentLender, of any other amounts then due and payable under the Loan Documents; (viivi) Seventh, to Borrower if a Trigger Period is continuing, funds in an amount equal to the Monthly Operating Expense Budgeted Amount; (viii) Eighth, to Borrower if a Trigger Period is continuing, payments for Approved Extraordinary Operating Expenses, if any; (ix) NinthSixth, if a New Mezzanine Loan (or any portion thereof) is outstandingoutstanding and a Trigger Period is continuing, to make payments in the amount of the monthly debt service payment payable under the terms of the New Mezzanine Loan, to the New Mezzanine Payment Account funds in an amount equal to the Monthly New Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing lender under the New Mezzanine Loan, in accordance with the New Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date; (x) Tenth, to the Current Mezzanine Payment Account, funds in an amount equal to the Monthly Current Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under the Current Mezzanine Loan, in accordance with the Current Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date: ; and (xivii) Lastly Lastly, all amounts remaining after payment of the amounts set forth in clauses (i) through (xvi) above (the “Available Cash”): (A) during a Trigger Period, to the Cash Collateral Account to be held or disbursed in accordance with Section 6.86.11; or (B) If provided no Trigger Period is continuing, disbursed to Borrower. Notwithstanding the foregoing and provided no Trigger Period is continuing, with respect to each Interest Period, if Lender determines on or prior to the twenty-seventh (27th) day of the month that funds deposited into the Deposit Account during the then-current Interest Period will be sufficient to make the required payments referred to in the foregoing clauses (i) - (vi) on the next occurring Monthly Payment Date and that there will be Available Cash after such payments are made, then Lender shall disburse such Available Cash to Borrower on or about the twenty-seventh (27th) day of each month (and on the Monthly Payment Date the payments required under clauses (i) - (vi) shall be made).

Order of Priority of Funds in Deposit Account. On each Monthly Payment Date during the Term, except during the continuance of an Event of Default, all funds deposited into the Deposit Account during the immediately preceding Collection Interest Period shall be applied on such Monthly Payment Date in the following order of priority: (i) First, to the Tax Account, to make the required payments of Tax Funds as required under Section 6.3; (ii) Second, to the Insurance Account, to make any required payments of Insurance Funds as required under Section 6.4; (iii) Third, to AgentBorrowers, funds sufficient in an amount equal to pay the interest due on such Monthly Payment DateOperating Expense Budgeted Amount; (iv) Fourth, to Lender, funds sufficient to pay the Capital Expenditure Monthly Interest Payment Amount, applied to the payment of interest computed at the Interest Rate; (v) Fifth, to the FF&E Reserve Account, to make the required payments of Capital Expenditure FF&E Reserve Funds as required under Section 6.5: (v) Fifth, to the Rollover Account, to make the required payments of Rollover Funds as required under Section 6.66.9; (vi) Sixth, to AgentLender, of any other amounts then due and payable under the Loan Documents; (vii) Seventh, to Borrower if a Trigger Period is continuing, funds in an amount equal to the Monthly Operating Expense Budgeted Amount; (viii) Eighth, to Borrower if a Trigger Period is continuingBorrowers, payments for Additional Approved Extraordinary Operating Expenses, if any; (ixviii) NinthEighth, if a New Mezzanine Loan (or any portion thereof) is outstandingoutstanding and a Trigger Period is continuing (other than a Trigger Period continuing solely because a Mezzanine Trigger Period is continuing), to make payments in the amount of the monthly debt service payment payable under the terms of the New Mezzanine Loan, to the New Mezzanine Payment Account funds in an amount equal to the Monthly New Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing lender under the New Mezzanine Loan, in accordance with the New Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date; (x) Tenth, to the Current Mezzanine Payment Account, funds in an amount equal to the Monthly Current Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under the Current Mezzanine Loan, in accordance with the Current Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date: and (xiix) Lastly all amounts remaining after payment of the amounts set forth in clauses (i) through (xviii) above (the “Available Cash”): (A) during a Trigger PeriodPeriod (other than a Trigger Period continuing solely because a Mezzanine Trigger Period is continuing), to the Cash Collateral Account to be held or disbursed in accordance with Section 6.86.11; or (B) If during a Trigger Period continuing solely because a Mezzanine Trigger Period is continuing, to the lender under the New Mezzanine Loan, to be applied in accordance with the New Mezzanine Loan Documents, to pay any amount due to the lender under the New Mezzanine Loan, before any remainder is disbursed to the applicable New Mezzanine Loan Borrower; or (C) provided no Trigger Period is continuing, disbursed to BorrowerBorrowers on a weekly basis. Notwithstanding the foregoing and provided no Trigger Period is continuing, with respect to each Interest Period, if Lender determines that funds deposited into the Deposit Account during the then-current Interest Period will be sufficient to make the required payments referred to in the foregoing clauses (i) and (ii) on the next occurring Monthly Payment Date and that there will be funds remaining in the Deposit Account after such payments are made, then Lender shall disburse such amounts referred to in the foregoing clause (iii) to Borrowers on a weekly basis. Notwithstanding the foregoing and provided no Trigger Period is continuing, with respect to each Interest Period, if Lender determines that funds deposited into the Deposit Account during the then-current Interest Period will be sufficient to make the required payments referred to in the foregoing clauses (i) through (vi) on the next occurring Monthly Payment Date and that there will be funds remaining in the Deposit Account after such payments are made, then Lender shall disburse such amounts referred to in the foregoing clause (vii) to Borrowers on a weekly basis.

Order of Priority of Funds in Deposit Account. On Provided no Trigger Period has occurred and is continuing, on each Business Day all funds deposited in the Deposit Account (less any minimum deposit required by Deposit Bank) shall be disbursed to Borrower’s operating account (other than any funds constituting Prepaid Rent Reserve Additional Deposits, which shall be deposited into the Prepaid Rent Reserve Account and disbursed in accordance with Section 6.12 hereof). During any Trigger Period, on each Monthly Payment Date during the Term, except during the continuance of an Event of Default (and during the continuance of an Event of Default, at Lender’s option in its sole and absolute discretion), all funds deposited into the Deposit Account during the immediately preceding Collection Interest Period (less any minimum deposit required by Deposit Bank) shall be applied on such Monthly Payment Date in the following order of priority: (i) First, to the Tax Account, to make the required payments of Tax Funds as required under Section 6.3; (ii) Second, to the Insurance Account, to make any required payments of Insurance Funds as required under Section 6.4; (iii) Third, to AgentLender, funds sufficient to pay the Monthly Debt Service Payment Amount, applied first to the payment of interest due on such Monthly Payment Datecomputed at the Interest Rate with the remainder applied to the reduction of the Outstanding Principal Balance; (iv) Fourth, to the Capital Expenditure Account, to make the required payments of Capital Expenditure Funds as required under Section 6.5:; (v) Fifth, to the Rollover Account, to make the required payments of Rollover Funds as required under Section 6.6; (vi) Sixth, to AgentLender, of any other amounts then due and payable under the Loan Documents; (vii) Seventh, to Borrower if a Trigger Period is continuingBorrower, funds in an amount equal to the Monthly Operating Expense Budgeted Amount; (viii) Eighth, to Borrower if a Trigger Period is continuingBorrower, payments for Approved Extraordinary Operating Expenses, if any; (ix) Ninth, to the Jams and Xxxxxx Lease Account, to make the required payment of Jams and Xxxxxx Lease Funds as required under Section 6.17; (x) Tenth, if a New Mezzanine Loan (or any portion thereof) is outstanding, to the New Mezzanine Payment Account Loan Account, funds in an amount equal sufficient to pay the Monthly New Mezzanine Loan Monthly Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under Date as set forth in the New Mezzanine Loan, in accordance with the New Mezzanine Loan Lender Payment Instruction with respect to such Monthly Payment DateInstruction; (xxi) TenthEleventh, provided Lender has not received notice from New Mezzanine Loan Lender that a New Mezzanine Loan Default exists which has not been revoked by a New Mezzanine Loan Default Revocation Notice, to the Current Mezzanine Payment Loan Account, funds in an amount equal sufficient to pay the Monthly Current Mezzanine Loan Monthly Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under Date as set forth in the Current Mezzanine Loan, in accordance with the Current Mezzanine Loan Lender Payment Instruction with respect to such Monthly Payment Date: Instruction; and (xixii) Lastly Lastly, all amounts remaining after payment of the amounts set forth in clauses (i) through (xxi) above (the “Available Cash”): (A) during a Material Tenant Lease Sweep Period (regardless of whether any other Trigger PeriodPeriod is continuing), to the Material Lease Sweep Account to be held and disbursed in accordance with Section 6.11; or (B) provided no Material Tenant Lease Sweep Period is continuing, to the Cash Collateral Account to be held or disbursed in accordance with Section 6.8; or (B) If no Trigger Period is continuing, to Borrower6.10.

Order of Priority of Funds in Deposit Account. On each Monthly Payment Date during the Term, except during the continuance of an Event of Default, all funds deposited into the Deposit Account during the immediately preceding Collection Period shall be applied on such Monthly Payment Date in the following order of priority: (i) First, to the Tax Account, to make the required payments of Tax Funds as required under Section 6.3; (ii) Second, to the Insurance Account, to make any required payments of Insurance Funds as required under Section 6.4; (iii) Third, to Agent, funds sufficient to pay the interest due on such Monthly Payment Date; (iv) Fourth, to the Capital Expenditure Account, to make the required payments of Capital Expenditure Funds as required under Section 6.5:; (v) Fifth, to the Rollover Account, to make the required payments of Rollover Funds as required under Section 6.6; (vi) Sixth, to Agent, of any other amounts then due and payable under the Loan Documents; (vii) Seventh, to Borrower if a Trigger Period is continuing, funds in an amount equal to the Monthly Operating Expense Budgeted Amount; (viii) Eighth, to Borrower if a Trigger Period is continuing, payments for Approved Extraordinary Operating Expenses, if any; (ix) Ninth, if a New Mezzanine Loan (or any portion thereof) is outstanding, to the New Mezzanine Payment Account funds in an amount equal to the Monthly New Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under the New Mezzanine Loan, in accordance with the New Mezzanine Lender Payment Instruction with respect to such Monthly Payment DateIntentionally omitted; (x) TenthNinth, to the Current Mezzanine Payment Account, funds in an amount equal to the Monthly Current Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under the Current Mezzanine Loan, in accordance with the Current Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date: ; and (xi) Lastly all amounts remaining after payment of the amounts set forth in clauses (i) through (x) above (the “Available Cash”): (A) during a Trigger Period, to the Cash Collateral Account to be held or disbursed in accordance with Section 6.8; or (B) If no Trigger Period is continuing, to Borrower.

Order of Priority of Funds in Deposit Account. On each Monthly Payment Date during the Termcontinuance of a Trigger Period, except during the continuance of an Event of Default, all funds deposited into the Deposit Account during the immediately preceding Collection Interest Period shall be applied on such Monthly Payment Date in the following order of priority: (i) First, to the Tax Account, to make the required payments of Tax Funds as required under Section 6.3; (ii) Second, to the Insurance Account, to make any required payments of Insurance Funds as required under Section 6.4; (iii) Third, to AgentLender, funds sufficient to pay the Monthly Interest Payment Amount or Monthly Debt Service Payment Amount (as applicable), applied first to the payment of interest due on such Monthly Payment computed at the Interest Rate with the remainder (from and after the Amortization Commencement Date) applied to the reduction of the Outstanding Principal Balance; (iv) Fourth, to the Capital Expenditure Account, to make the required payments of Capital Expenditure Funds as required under Section 6.5:; (v) Fifth, to the Rollover Account, to make the required payments of Rollover Funds as required under Section 6.6;; and (vi) Sixth, to AgentLender, of any other amounts then due and payable under the Loan Documents; (vii) Seventh, to Borrower if a Trigger Period is continuingBorrower, funds in an amount equal to (I) the lesser of (A) Monthly Operating Expense Budgeted AmountAmount and (B) Actual OpEx for the applicable month minus (II) any OpEx Overpayment Amount received by Borrower that has not been previously deducted pursuant to this clause (vii)(II); (viii) Eighth, to Borrower if a Trigger Period is continuingBorrower, payments for Approved Extraordinary Operating Expenses, if any; (ix) Ninth, if a New Mezzanine Loan (or any portion thereof) is outstandingoutstanding and a Trigger Period is continuing, to make payments in the amount of the monthly debt service payment payable under the terms of the New Mezzanine Loan, to the New Mezzanine Payment Account funds in an amount equal to the Monthly New Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing lender under the New Mezzanine Loan, in accordance with the New Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date;; and (x) TenthLastly, to the Current Mezzanine Payment Account, funds in an amount equal to the Monthly Current Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under the Current Mezzanine Loan, in accordance with the Current Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date: and (xi) Lastly all amounts remaining after payment of the amounts set forth in clauses (i) through (xix) above (the “Available Cash”): (A) during a Trigger PeriodPeriod continuing due to a Lease Sweep Period (regardless of whether any other Trigger Period is continuing), to the Lease Sweep Account to be held and disbursed in accordance with Section 6.13; or (B) provided no Lease Sweep Period is continuing, to the Cash Collateral Account to be held or disbursed in accordance with Section 6.8; or (B) If no Trigger Period is continuing, to Borrower6.12.

Order of Priority of Funds in Deposit Account. On each Monthly Payment Date during the Term, except during the continuance of an Event of Default, all funds deposited into the Deposit Account during the immediately preceding Collection Interest Period shall be applied on such Monthly Payment Date in the following order of priority: (i) First, to the Tax Account, to make the required payments of Tax Funds as required under Section 6.3; (ii) Second, to the Insurance Account, to make any required payments of Insurance Funds as required under Section 6.4; (iii) Third, to Agentthe Common Charges Account, to make any required payments of Common Charges Funds as required under Section 6.10 hereof; (iv) Fourth, to the Ground Rent Account, to make the required payments of Ground Rent Funds as required under Section 6.8; (v) Fifth, to Lender, funds sufficient to pay the Monthly Debt Service Payment Amount, applied first to the payment of interest due on such Monthly Payment Datecomputed at the Interest Rate with the remainder applied to the reduction of the Outstanding Principal Balance; (ivvi) FourthSixth, to the Capital Expenditure Account, to make the required payments of Capital Expenditure Funds as required under Section 6.5:; (vvii) FifthSeventh, to the Rollover Account, to make the required payments of Ongoing Rollover Funds as required under Section 6.6;; and (viviii) SixthEighth, to AgentLender, of any other amounts then due and payable under the Loan Documents; (viiix) SeventhNinth, subject to the terms of the Cash Management Agreement, to Borrower if a Trigger Period is continuingBorrower, funds in an amount equal to the Monthly Operating Expense Budgeted Amount; (viiix) EighthTenth, to Borrower if a Trigger Period is continuingBorrower, payments for Approved Extraordinary Operating Expenses, if any; (ix) Ninth, if a New Mezzanine Loan (or any portion thereof) is outstanding, to the New Mezzanine Payment Account funds in an amount equal to the Monthly New Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under the New Mezzanine Loan, in accordance with the New Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date; (x) Tenth, to the Current Mezzanine Payment Account, funds in an amount equal to the Monthly Current Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under the Current Mezzanine Loan, in accordance with the Current Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date: ; and (xi) Lastly Lastly, all amounts remaining after payment of the amounts set forth in clauses (i) through (x) above (the “Available Cash”): (A) During a Lease Sweep Period (and provided no other Trigger Period is continuing), to the Special Rollover Account to be held or disbursed in accordance with Section 6.7; (B) during a Trigger Period (other than a Trigger Period triggered solely as a result of a Lease Sweep Period), to the Cash Collateral Account to be held or disbursed in accordance with Section 6.86.10; or (BC) If provided no Trigger Period is continuing: (1) first, to the Special Rollover Account, to be applied as Level 3 Sweep Funds, in the amount of any TILC Deficiency (or, if Borrower has delivered the Level 3 Letter of Credit to Lender in accordance with Section 6.7.3, the amount by which the Xxxxx 0 Xxxxxxx Xxxxxx exceeds the face amount of the Level 3 Letter of Credit), or (2) then, shall be disbursed to Borrower.

Order of Priority of Funds in Deposit Account. On During any Trigger Period, on each Monthly Payment Date during the Term, except during the continuance of an Event of Default, all funds deposited into the Deposit Account during the immediately preceding Collection Interest Period shall be applied on such Monthly Payment Date in the following order of priority: (i) First, to the Tax Account, to make the required payments of Tax Funds as required under Section 6.3; (ii) Second, to the Insurance Account, to make any required payments of Insurance Funds as required under Section 6.4; (iii) Third, to AgentLender, funds sufficient to pay the Monthly Interest Payment Amount or Monthly Debt Service Payment Amount (as applicable), applied first to the payment of interest due on such Monthly Payment computed at the Interest Rate with the remainder (from and after the Amortization Commencement Date) applied to the reduction of the Outstanding Principal Balance; (iv) Fourth, to the Capital Expenditure Account, to make the required payments of Capital Expenditure Funds as required under Section 6.5:; (v) Fifth, to the Rollover Account, to make the required payments of Rollover Funds as required under Section 6.6; (vi) Sixth, to AgentLender, of any other amounts then due and payable under the Loan Documents; (vii) Seventh, to Borrower if a Trigger Period is continuingBorrower, funds in an amount equal to the Monthly Operating Expense Budgeted Amount; (viii) Eighth, to Borrower if a Trigger Period is continuingBorrower, payments for Approved Extraordinary Operating Expenses, if any;; and (ix) NinthLastly, if a New Mezzanine Loan (or any portion thereof) is outstanding, to the New Mezzanine Payment Account funds in an amount equal to the Monthly New Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under the New Mezzanine Loan, in accordance with the New Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date; (x) Tenth, to the Current Mezzanine Payment Account, funds in an amount equal to the Monthly Current Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under the Current Mezzanine Loan, in accordance with the Current Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date: and (xi) Lastly all amounts remaining after payment of the amounts set forth in clauses (i) through (xviii) above (the “Available Cash”): (A) during a Trigger PeriodPeriod continuing due to a Lease Sweep Period (regardless of whether any other Trigger Period is continuing), to the Lease Sweep Account to be held and disbursed in accordance with Section 6.7; or (B) provided no Lease Sweep Period is continuing, to the Cash Collateral Account to be held or disbursed in accordance with Section 6.8; or (B) If no Trigger Period is continuing, to Borrower6.11.

Order of Priority of Funds in Deposit Account. On Provided no Trigger Event has occurred and is continuing, on each Business Day all funds deposited in the Deposit Account shall be disbursed to or as directed by Borrower by wire transfer. During the continuance of any Trigger Period, on each Monthly Payment Date during the Term, except upon the occurrence and during the continuance of an Event of Default, all funds deposited into on deposit in the Deposit Account during the immediately preceding Collection Period shall be applied on such Monthly Payment Date in the following order of priority:priority (after the transfer to the Casualty and Condemnation Account of any Net Proceeds required to be deposited therein pursuant to Section 6.10): (i) First, to the Tax Account, to make the required payments of Tax Funds as required under Section 6.3 (subject, for the avoidance of doubt, to the last paragraph of Section 6.3); (ii) Second, to the Insurance Account, to make any required payments of Insurance Funds as as, and to the extent, required under Section 6.4; (iii) Third, to AgentLender, funds sufficient to pay the interest due on such Monthly Payment Date, together with any other amounts then due to Lender for late payment charges, including, without limitation, interest at the Default Rate (other than those required to be paid pursuant to the other clauses of this Section 6.12); (iv) Fourth, to the Capital Expenditure Condominium Account, to make the required payments of Capital Expenditure Condominium Funds as required under Section 6.5:6.2; (v) Fifth, to the Rollover Account, to make the required payments of Rollover Funds as required under Section 6.6; (vi) Sixth, to AgentLender, of any other amounts then due and payable under the Loan Documents; (viivi) SeventhSixth, subject to the terms of the Cash Management Agreement, to Borrower if a Trigger Period is continuingBorrower, funds in an amount equal to the Monthly Operating Expense Budgeted AmountAmount (excluding Insurance Premiums); (viiivii) EighthSeventh, to Borrower if a Trigger Period is continuingBorrower, payments for Approved Extraordinary Operating Expenses, if any; (ix) Ninth, if a New Mezzanine Loan (or any portion thereof) is outstanding, to the New Mezzanine Payment Account funds in an amount equal to the Monthly New Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under the New Mezzanine Loan, in accordance with the New Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date; (x) Tenth, to the Current Mezzanine Payment Account, funds in an amount equal to the Monthly Current Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under the Current Mezzanine Loan, in accordance with the Current Mezzanine Lender Payment Instruction with respect to such Monthly Payment Date: ; and (xiviii) Lastly Lastly, all amounts remaining after payment of the amounts set forth in clauses (i) through (xix) above (the “Available Cash”):) to: (A) during if a Trigger PeriodBloomberg Lease Sweep Period is continuing (regardless of whether a Lease Sweep Period or a Low Debt Yield Period is continuing; provided, however, if a Lease Sweep Period is continuing as a result of the surrender, cancellation or termination of the Bloomberg Lease as described in clause (i)(b) of the definition of Lease Sweep Lease, then Available Cash shall be deposited in accordance with clause (B) below), to the Bloomberg Tenant Fund Account to be held and disbursed in accordance with Section 6.7.1 hereof; (B) if a Lease Sweep Period is continuing (provided that no Bloomberg Lease Sweep Period is continuing, but regardless of whether a Low Debt Yield Period is continuing; provided, however, if a Bloomberg Lease Sweep Period is continuing and a Lease Sweep Period is continuing as a result of the surrender, cancellation or termination of the Bloomberg Lease as described in clause (i)(b) of the definition of Lease Sweep Lease, then Available Cash shall be deposited in accordance with this clause (B)), to the Lease Sweep Account to be held or disbursed in accordance with Section 6.8 hereof, or (C) if a Low Debt Yield Period is continuing (provided that no Bloomberg Lease Sweep Period or Lease Sweep Period is continuing), to the Cash Collateral Account to be held or disbursed in accordance with Section 6.8; or (B) If no Trigger Period is continuing, to Borrower6.11 hereof.

Order of Priority of Funds in Deposit Account. On each Monthly Payment Date during the Term, except during the continuance of an Event of Default, all funds deposited into the Deposit Account during the immediately preceding Collection Interest Period shall be applied on such Monthly Payment Date in the following order of priority: (i) First, to the Tax Account, to make the required payments of Tax Funds as required under Section 6.3; (ii) Second, to the Insurance Account, to make any required payments of Insurance Funds as required under Section 6.4; (iii) Third, to AgentLender, funds sufficient to pay the Monthly Interest Payment Amount or Monthly Debt Service Payment Amount (as applicable), applied first to the payment of interest due on such Monthly Payment computed at the Interest Rate with the remainder (from and after the Amortization Commencement Date) applied to the reduction of the Outstanding Principal Balance; (iv) Fourth, to the Capital Expenditure Account, to make the required payments of Capital Expenditure Funds as required under Section 6.5:; (v) Fifth, to the Rollover Account, to make the required payments of Rollover Funds as required under Section 6.6;; and (vi) Sixth, to AgentLender, of any other amounts then due and payable under the Loan Documents; (vii) Seventh, subject to Borrower if a Trigger Period is continuingthe terms of the Cash Management Agreement, to Borrower, funds in an amount equal to the Monthly Operating Expense Budgeted Amount; (viii) Eighth, to Borrower if a Trigger Period is continuingBorrower, payments for Approved Extraordinary Operating Expenses, if any; (ix) Ninth, if a New Mezzanine Loan (or any portion thereof) is outstanding, to the New Mezzanine Payment Account funds in an amount equal to the Monthly New Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under the New Mezzanine Loan, Date in accordance with the New Mezzanine Loan Lender Payment Instruction with respect to such Monthly Payment Date; (x) Tenth, to the Current Mezzanine Payment Account, Account funds in an amount equal to the Monthly Current Mezzanine Debt Service Payment due and owing on such Monthly Payment Date, plus any additional amount (other than principal payments) due and owing under the Current Mezzanine Loan, Date in accordance with the Current Mezzanine Loan Lender Payment Instruction with respect to such Monthly Payment Date: , including, if applicable and included in such Current Mezzanine Loan Lender Payment Instruction, default interest, late charges, reimbursement of Current Mezzanine Loan Lender’s expenses and protective advances payable under the Current Mezzanine Loan Document (and permitted under the Intercreditor Agreement); and (xi) Lastly all amounts remaining after payment of the amounts set forth in clauses (i) through (x) above (the “Available Cash”): (A) during a Trigger PeriodPeriod and if Borrower has not elected to deposit funds or a Letter of Credit in accordance with Section 6.13, to the Cash Collateral Account to be held or disbursed in accordance with Section 6.86.10; or (B) If provided no Trigger Period is continuing, disbursed to Borrower.