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

Order of Priority of Funds in Deposit Account. On each Business Day during the Term, except during the continuance of an Event of Default, all funds deposited into the Deposit Account shall be applied in the following amounts and order of priority: (i) First, to the Disbursement Account relating to the Hilton Brand Managed Properties, funds necessary to pay any Approved Operating Expenses (excluding any Incentive Management Fees) relating to the Hilton Brand Managed Properties, to the extent not previously paid by Manager as Manager’s Expenses; (ii) Second, to the Tax Account, all funds necessary to make the required payments of Tax Funds on the next Monthly Payment Date as required under Section 6.3; (iii) Third, to the Insurance Account, all funds necessary to make the required payments of Insurance Funds on the next Monthly Payment Date as required under Section 6.4; (iv) Fourth, to the Ground Rent Account, all funds necessary to make the required payments of Ground Rent Funds on the next Monthly Payment Date as required under Section 6.7; (v) Fifth, to the Debt Service Account, all funds necessary to pay the Monthly Debt Service Payment Amount on the next Monthly Payment Date, taking into account any payments received pursuant to the Interest Rate Cap Agreement (provided, however, that amounts allocated to the Debt Service Account pursuant to this subparagraph (v) shall be held in the Debt Service Account until such Monthly Payment Date, at which time, such amounts shall be applied in accordance with the terms of Section 2.3.1); (vi) Sixth, to the Debt Service Account, all funds necessary to pay any other amounts due and payable under the Loan Documents on or prior to the next Monthly Payment Date (to the extent ascertainable on such Business Day) (provided, however, that amounts allocated to the Debt Service Account pursuant to this subparagraph (vi) shall be held in the Debt Service Account until such time such amounts are due and payable under the Loan Documents, at which time, such amounts shall be applied in accordance with the Loan Documents); (vii) Seventh, subject to the terms of the Cash Management Agreement, to Borrower, funds necessary to pay (without duplication) (A) any Approved Operating Expenses (excluding any Incentive Management Fees), to the extent not previously paid by Manager as Manager’s Expenses (including from the application of funds pursuant to subparagraph (i) above, as applicable), (B) any Emergency Expenses, (C) any Approved Capital Expenditures, to the extent not previously paid by Manager as Manager’s Expenses, (D) any Approved FF&E Expenses, to the extent not previously paid by Manager as Manager’s Expenses and to the extent the Available FF&E Reserve Funds are insufficient to cover such Approved FF&E Expenses and (E) any Flagging Costs pursuant to an Approved Flagging Budget, to the extent not previously paid by Manager as Manager’s Expenses and to the extent that undedicated Future PIP Reserve Funds and the Available FF&E Credit are insufficient to cover such Flagging Costs; (viii) Eighth, to the FF&E Reserve Account, all funds necessary to make the required payments of FF&E Reserve Funds on the next Monthly Payment Date as required under Section 6.8; (ix) Ninth, provided no Event of Default has occurred and is continuing hereunder, to the Original Mezzanine Debt Service Account, all funds necessary to pay the Original Mezzanine Monthly Debt Service Payment Amount on the next Monthly Payment Date as set forth in the most recently received Mezzanine Lender Monthly Debt Service Notice Letter from Original Mezzanine Lender (provided, however, that amounts allocated to the Original Mezzanine Debt Service Account pursuant to this subparagraph (ix) shall be held in the Original Mezzanine Debt Service Account until such next Monthly Payment Date, at which time, such amounts shall be transferred to the Original Mezzanine Account; and provided further that if Lender receives written notice from Original Mezzanine Lender that the amount paid to the Original Mezzanine Account pursuant to the most recently received Mezzanine Lender Monthly Debt Service Notice Letter was not the correct amount to be paid pursuant to the Original Mezzanine Loan Documents, then an adjustment shall be made to the amount paid to the Original Mezzanine Account on the immediately succeeding Monthly Payment Amount in order to correct such error); (x) Tenth, from and after the Approved Mezzanine Closing Date, provided (a) no Event of Default has occurred and is continuing hereunder, (b) Lender has not received a Mezzanine Loan Default Notice from Original Mezzanine Lender which has not been revoked by a Mezzanine Loan Default Revocation Notice, to the Approved Mezzanine Debt Service Account, all funds necessary to pay the Approved Mezzanine Monthly Debt Service Payment Amount on the next Monthly Payment Date as set forth in the most recently received Mezzanine Lender Monthly Debt Service Notice Letter from Approved Mezzanine Lender (provided, however, that amounts allocated to the Approved Mezzanine Debt Service Account pursuant to this subparagraph (x) shall be held in the Approved Mezzanine Debt Service Account until such next Monthly Payment Date, at which time, such amounts shall be transferred to the Approved Mezzanine Account; and provided further that if Lender receives written notice from Approved Mezzanine Lender that the amount paid to the Approved Mezzanine Account pursuant to the most recently received Mezzanine Lender Monthly Debt Service Notice Letter was not the correct amount to be paid pursuant to the Approved Mezzanine Loan Documents, then an adjustment shall be made to the amount paid to the Approved Mezzanine Account on the immediately succeeding Monthly Payment Amount in order to correct such error; and provided further that if there are two or more tranches of the Approved Mezzanine Loan, then the aggregate amount required to be paid under this subparagraph (x) to the Approved Mezzanine Account shall be allocated among the Approved Mezzanine Account of each Approved Mezzanine Lender, in order of most senior lender to most junior lender, and any payment to the Approved Mezzanine Account of any Approved Mezzanine Lender shall be conditioned upon Lender not having received a Mezzanine Loan Default Notice from any more senior Approved Mezzanine Lender which has not been revoked by a Mezzanine Loan Default Revocation Notice); (xi) Eleventh, during the continuance of a Trigger Period, subject to the terms of the Cash Management Agreement, to Borrower, funds necessary to pay Approved Excess Operating Expenses; (xii) Twelfth, to the Disbursement Account relating to the Hilton Brand Managed Properties, funds necessary to pay any Incentive Management Fees relating to the Hilton Brand Managed Properties; (xiii) Lastly all amounts remaining after payment of the amounts set forth in clauses (i) through (xii) above (the “Available Cash”): (A) unless a Trigger Period has occurred and is continuing, to Borrower or its designee free and clear of any Lien or continuing security interest under the Loan Documents (including under Section 6.12 of this Agreement); or (B) during any Trigger Period, to the Cash Collateral Account to be held or disbursed in accordance with Section 6.10.

Order of Priority of Funds in Deposit Account. On each Business Day during the Terma Trigger Period, except during the continuance of an Event of Default, all funds deposited into the Deposit Account shall be applied in the following amounts and order of priority: (i) First, to the Disbursement Account an account maintained by Hilton Manager, as agent for Operating Lessee relating to the Hilton Brand Managed Properties, funds necessary to pay any Approved Operating Expenses (excluding any Incentive Management Fees) and Hotel Taxes relating to the Hilton Brand Managed Properties, to the extent not previously paid by Manager as Manager’s Expenses; (ii) Second, to the Tax Account, all funds necessary to make the required payments of Tax Funds on the next Monthly Payment Date as required under Section 6.3; (iii) Third, to the Insurance Account, all funds necessary to make the required payments of Insurance Funds on the next Monthly Payment Date as required under Section 6.4; (iv) Fourth, to the Ground Rent Account, all funds necessary to make the required payments of Ground Rent Funds on the next Monthly Payment Date as required under Section 6.7; (v) Fifth, to accounts maintained by Crestline, as agent for Operating Lessee relating to the Properties managed by Crestline, funds necessary to pay any Unavoidable Operating Expenses relating to such Properties; (vi) Sixth, to the Debt Service Account, all funds necessary to pay the Monthly Debt Service Payment Amount on the next Monthly Payment Date, taking into account any payments received pursuant to the Interest Rate Cap Agreement (provided, however, that amounts allocated to the Debt Service Account pursuant to this subparagraph (vvi) shall be held in the Debt Service Account until such Monthly Payment Date, at which time, such amounts shall be applied in accordance with the terms of Section 2.3.1); (vivii) SixthSeventh, to the Debt Service Account, all funds necessary to pay any other amounts due and payable under the Loan Documents on or prior to the next Monthly Payment Date (to the extent ascertainable on such Business Day) (provided, however, that amounts allocated to the Debt Service Account pursuant to this subparagraph (vivii) shall be held in the Debt Service Account until such time such amounts are due and payable under the Loan Documents, at which time, such amounts shall be applied in accordance with the Loan Documents); (viiviii) SeventhEighth, subject to the terms of the Cash Management Agreement, to Borrower, funds necessary to pay (without duplication) (A) any Approved Operating Expenses (excluding any Incentive Management Fees)) and Hotel Taxes, to the extent not previously paid by Manager as Manager’s Expenses (including from the application of funds pursuant to subparagraph (i) or (v) above, as applicable), (B) any Emergency Expenses, (C) any Approved Capital Expenditures, to the extent not previously paid by Manager as Manager’s Expenses, (D) any Approved FF&E Expenses, to the extent not previously paid by Manager as Manager’s Expenses and to the extent the Available FF&E Reserve Funds are insufficient to cover such Approved FF&E Expenses and (E) any Flagging Costs pursuant to an Approved Flagging Budget, to the extent not previously paid by Manager as Manager’s Expenses and to that amounts contained in the extent that undedicated Future PIP Reserve Funds Account and the Available FF&E Credit are insufficient to cover such Flagging Costs; (viiiix) EighthNinth, to the FF&E Reserve Account, all funds necessary to make the required payments of FF&E Reserve Funds on the next Monthly Payment Date as required under Section 6.8; (ixx) NinthTenth, to the Scheduled PIP Reserve Account, all funds necessary to make the required payments of Scheduled PIP Reserve Funds on the next Monthly Payment Date as required under Section 6.5; (xi) Eleventh, provided no Event of Default has occurred and is continuing hereunder, to the Original Mezzanine A Debt Service AccountAccount (or the Approved Mezzanine Account to the extent the Approved Mezzanine Loan replaced the Mezzanine A Loan), all funds necessary to pay the Original Mezzanine A Monthly Debt Service Payment Amount (or the Approved Mezzanine Monthly Debt Service Payment Amount to the extent the Approved Mezzanine Loan replaced the Mezzanine A Loan) on the next Monthly Payment Date as set forth in the most recently received Mezzanine Lender Monthly Debt Service Notice Letter from Original the applicable Mezzanine Lender (plus, if applicable, interest at the Default Rate (as defined in the Mezzanine A Loan Agreement or Approved Mezzanine Loan Agreement to the extent the Approved Mezzanine Loan replaced the Mezzanine A Loan) and all other amounts (excluding principal) then due and payable to Mezzanine A Lender under the Mezzanine A Loan Documents or the Approved Mezzanine Loan Documents to the extent the Approved Mezzanine Loan replaced the Mezzanine A Loan) (provided, however, that amounts allocated to the Original Mezzanine A Debt Service Account (or the Approved Mezzanine Debt Service Account Account, as applicable) pursuant to this subparagraph (ixxi) shall be held in the Original Mezzanine A Debt Service Account (or the Approved Mezzanine Debt Service Account Account, as applicable) until such next Monthly Payment Date, at which time, such amounts shall be transferred to the Original Mezzanine A Account (or Approved Mezzanine Account, as applicable); and provided further that if Lender receives written notice from Original the applicable Mezzanine Lender that the amount paid to the Original Mezzanine A Account (or Approved Mezzanine Account, as applicable) pursuant to the most recently received Mezzanine Lender Monthly Debt Service Notice Letter was not the correct amount to be paid pursuant to the Original Mezzanine A Loan Documents (or Approved Mezzanine Loan Documents, as applicable), then an adjustment shall be made to the amount paid to the Original Mezzanine A Account (or Approved Mezzanine Account, as applicable) on the immediately succeeding Monthly Payment Amount in order to correct such error); (xxii) Tenth, from and after the Approved Mezzanine Closing DateTwelfth, provided (a) no Event of Default has occurred and is continuing hereunder, to the Mezzanine B Debt Service Account (b) Lender has not received a Mezzanine Loan Default Notice from Original Mezzanine Lender which has not been revoked by a Mezzanine Loan Default Revocation Notice, to or the Approved Mezzanine Debt Service AccountAccount to the extent the Approved Mezzanine Loan replaced the Mezzanine B Loan), all funds necessary to pay the Mezzanine B Monthly Debt Service Payment Amount (or the Approved Mezzanine Monthly Debt Service Payment Amount to the extent the Approved Mezzanine Loan replaced the Mezzanine B Loan) on the next Monthly Payment Date as set forth in the most recently received Mezzanine Lender Monthly Debt Service Notice Letter from the applicable Mezzanine Lender (plus, if applicable, interest at the Default Rate (as defined in the Mezzanine B Loan Agreement or Approved Mezzanine Loan Agreement to the extent the Approved Mezzanine Loan replaced the Mezzanine B Loan) and all other amounts (excluding principal) then due and payable to Mezzanine B Lender under the Mezzanine B Loan Documents or the Approved Mezzanine Loan Documents to the extent the Approved Mezzanine Loan replaced the Mezzanine B Loan) (provided, however, that amounts allocated to the Mezzanine B Debt Service Account (or the Approved Mezzanine Debt Service Account Account, as applicable) pursuant to this subparagraph (xxii) shall be held in the Mezzanine B Debt Service Account (or the Approved Mezzanine Debt Service Account Account, as applicable) until such next Monthly Payment Date, at which time, such amounts shall be transferred to the Mezzanine B Account (or Approved Mezzanine Account, as applicable); and provided further that if Lender receives written notice from Approved the applicable Mezzanine Lender that the amount paid to the Mezzanine B Account (or Approved Mezzanine Account Account, as applicable) pursuant to the most recently received Mezzanine Lender Monthly Debt Service Notice Letter was not the correct amount to be paid pursuant to the Mezzanine B Loan Documents (or Approved Mezzanine Loan Documents, as applicable), then an adjustment shall be made to the amount paid to the Mezzanine B Account (or Approved Mezzanine Account Account, as applicable) on the immediately succeeding Monthly Payment Amount in order to correct such error; and provided further that if there are two or more tranches of the Approved Mezzanine Loan, then the aggregate amount required to be paid under this subparagraph (x) to the Approved Mezzanine Account shall be allocated among the Approved Mezzanine Account of each Approved Mezzanine Lender, in order of most senior lender to most junior lender, and any payment to the Approved Mezzanine Account of any Approved Mezzanine Lender shall be conditioned upon Lender not having received a Mezzanine Loan Default Notice from any more senior Approved Mezzanine Lender which has not been revoked by a Mezzanine Loan Default Revocation Notice); (xixiii) Eleventh, during the continuance of a Trigger PeriodThirteenth, subject to the terms of the Cash Management Agreement, to Borrower, funds necessary to pay Approved Excess Operating Expenses; (xiixiv) TwelfthFourteenth, to the Disbursement Account an account maintained by Hilton Manager, as agent for Operating Lessee relating to the Hilton Brand Managed Properties, funds necessary to pay any Incentive Management Fees relating to the Hilton Brand Managed Properties; (xiiixv) Lastly Lastly, all amounts remaining after payment of the amounts set forth in clauses (i) through (xiixiv) above (the “Available Cash”): (A) unless a Trigger Period has occurred and is continuing, to Borrower or its designee free and clear of any Lien or continuing security interest under the Loan Documents (including under Section 6.12 of this Agreement); or (B) during any Trigger Period, to the Cash Collateral Account to be held or disbursed in accordance with Section 6.10.

Order of Priority of Funds in Deposit Account. On each Business Day during the Terma Trigger Period, except during the continuance of an Event of Default, all funds deposited into the Deposit Account shall be applied in the following amounts and order of priority: (i) First, to the Disbursement Account relating to the Hilton Brand Managed Properties, funds necessary to pay any Approved Operating Expenses (excluding any Incentive Management Fees) relating to the Hilton Brand Managed Properties, to the extent not previously paid by Manager as Manager’s Expenses; (ii) Second, to the Tax Account, all funds necessary to make the required payments of Tax Funds on the next Monthly Payment Date as required under Section 6.3; (iiiii) ThirdSecond, to the Insurance Account, all funds necessary to make the required payments of Insurance Funds on the next Monthly Payment Date as required under Section 6.4; (iviii) Fourth, to the Ground Rent Account, all funds necessary to make the required payments of Ground Rent Funds on the next Monthly Payment Date as required under Section 6.7; (v) FifthThird, to the Debt Service Account, all funds necessary to pay the Monthly Debt Service Payment Amount on the next Monthly Payment Date, taking into account any payments received pursuant to the Interest Rate Cap Agreement (provided, however, that amounts allocated to the Debt Service Account pursuant to this subparagraph (v) shall be held in the Debt Service Account until such Monthly Payment Date, at which time, such amounts shall be applied in accordance with the terms of Section 2.3.1); (viiv) SixthFourth, to the Debt Service Account, all funds necessary to pay any other amounts due and payable under the Loan Documents on or prior to the next Monthly Payment Date (to the extent ascertainable on such Business Day) (provided, however, that amounts allocated to the Debt Service Account pursuant to this subparagraph (vi) shall be held in the Debt Service Account until such time such amounts are due and payable under the Loan Documents, at which time, such amounts shall be applied in accordance with the Loan Documents); (viiv) SeventhFifth, subject to the terms of the Cash Management Agreement, to Borrower, funds necessary to pay (without duplication) (A) any Approved Operating Expenses (excluding any Incentive Management Fees)) and Hotel Taxes, to the extent not previously paid by Manager as Manager’s Expenses (including from the application of funds pursuant to subparagraph (i) above, as applicable), (B) any Emergency Expenses, (C) any Approved Capital Expenditures, to the extent not previously paid by Manager as Manager’s Expenses, (D) any Approved FF&E Expenses, to the extent not previously paid by Manager as Manager’s Expenses and to the extent the Available FF&E Reserve Funds are insufficient to cover such Approved FF&E Expenses and (E) any Flagging Costs pursuant to an Approved Flagging Budget, to the extent not previously paid by Manager as Manager’s Expenses and to that amounts contained in the extent that undedicated Future PIP Reserve Funds Account and the Available FF&E Credit are insufficient to cover such Flagging Costs; (viiivi) EighthSixth, to the FF&E Reserve Account, all funds necessary to make the required payments of FF&E Reserve Funds on the next Monthly Payment Date as required under Section 6.8; (ixvii) NinthIntentionally omitted; (viii) Seventh, provided no Event of Default has occurred and is continuing hereunder, to the Original Mezzanine Debt Service Account, all funds necessary to pay the Original Mezzanine Monthly Debt Service Payment Amount on the next Monthly Payment Date as set forth in the most recently received Mezzanine Lender Monthly Debt Service Notice Letter from Original Mezzanine Lender (plus, if applicable, interest at the Default Rate (as defined in the Mezzanine Loan Agreement) and all other amounts (excluding principal) then due and payable to Mezzanine Lender under the Mezzanine Loan Documents) (provided, however, that amounts allocated to the Original Mezzanine Debt Service Account pursuant to this subparagraph (ix) shall be held in the Original Mezzanine Debt Service Account until such next Monthly Payment Date, at which time, such amounts shall be transferred to the Original Mezzanine Account; and provided further that if Lender receives written notice from Original Mezzanine Lender that the amount paid to the Original Mezzanine Account pursuant to the most recently received Mezzanine Lender Monthly Debt Service Notice Letter was not the correct amount to be paid pursuant to the Original Mezzanine Loan Documents, then an adjustment shall be made to the amount paid to the Original Mezzanine Account on the immediately succeeding Monthly Payment Amount in order to correct such error); (xix) Tenth, from and after the Approved Mezzanine Closing Date, provided (a) no Event of Default has occurred and is continuing hereunder, (b) Lender has not received a Mezzanine Loan Default Notice from Original Mezzanine Lender which has not been revoked by a Mezzanine Loan Default Revocation Notice, to the Approved Mezzanine Debt Service Account, all funds necessary to pay the Approved Mezzanine Monthly Debt Service Payment Amount on the next Monthly Payment Date as set forth in the most recently received Mezzanine Lender Monthly Debt Service Notice Letter from Approved Mezzanine Lender (provided, however, that amounts allocated to the Approved Mezzanine Debt Service Account pursuant to this subparagraph Intentionally omitted; (x) shall be held in the Approved Mezzanine Debt Service Account until such next Monthly Payment Date, at which time, such amounts shall be transferred to the Approved Mezzanine Account; and provided further that if Lender receives written notice from Approved Mezzanine Lender that the amount paid to the Approved Mezzanine Account pursuant to the most recently received Mezzanine Lender Monthly Debt Service Notice Letter was not the correct amount to be paid pursuant to the Approved Mezzanine Loan Documents, then an adjustment shall be made to the amount paid to the Approved Mezzanine Account on the immediately succeeding Monthly Payment Amount in order to correct such error; and provided further that if there are two or more tranches of the Approved Mezzanine Loan, then the aggregate amount required to be paid under this subparagraph (x) to the Approved Mezzanine Account shall be allocated among the Approved Mezzanine Account of each Approved Mezzanine Lender, in order of most senior lender to most junior lender, and any payment to the Approved Mezzanine Account of any Approved Mezzanine Lender shall be conditioned upon Lender not having received a Mezzanine Loan Default Notice from any more senior Approved Mezzanine Lender which has not been revoked by a Mezzanine Loan Default Revocation Notice); (xi) Eleventh, during the continuance of a Trigger PeriodEighth, subject to the terms of the Cash Management Agreement, to Borrower, funds necessary to pay Approved Excess Operating Expenses; (xii) Twelfth, to the Disbursement Account relating to the Hilton Brand Managed Properties, funds necessary to pay any Incentive Management Fees relating to the Hilton Brand Managed Properties; (xiiixi) Lastly all amounts remaining after payment of the amounts set forth in clauses (i) through (xiix) above (the “Available Cash”): (A) unless a Trigger Period has occurred and is continuing, to Borrower or its designee free and clear of any Lien or continuing security interest under the Loan Documents (including under Section 6.12 of this Agreement); or (B) during any Trigger Period, to the Cash Collateral Account to be held or disbursed in accordance with Section 6.10.

Order of Priority of Funds in Deposit Account. On each Business Day during the Terma Trigger Period, except during the continuance of an Event of Default, all funds deposited into the Deposit Account shall be applied in the following amounts and order of priority: (i) First, to the Disbursement Account an account maintained by Hilton Manager, as agent for Operating Lessee relating to the Hilton Brand Managed Properties, funds necessary to pay any Approved Operating Expenses (excluding any Incentive Management Fees) and Hotel Taxes relating to the Hilton Brand Managed Properties, to the extent not previously paid by Manager as Manager’s Expenses; (ii) Second, to the Tax Account, all funds necessary to make the required payments of Tax Funds on the next Monthly Payment Date as required under Section 6.3; (iii) Third, to the Insurance Account, all funds necessary to make the required payments of Insurance Funds on the next Monthly Payment Date as required under Section 6.4; (iv) Fourth, to the Ground Rent Account, all funds necessary to make the required payments of Ground Rent Funds on the next Monthly Payment Date as required under Section 6.7; (v) Fifth, to the Debt Service Account, all funds necessary to pay the Monthly Debt Service Payment Amount on the next Monthly Payment Date, taking into account any payments received pursuant to the Interest Rate Cap Agreement (provided, however, that amounts allocated to the Debt Service Account pursuant to this subparagraph (v) shall be held in the Debt Service Account until such Monthly Payment Date, at which time, such amounts shall be applied in accordance with the terms of Section 2.3.1); (vi) Sixth, to the Debt Service Account, all funds necessary to pay any other amounts due and payable under the Loan Documents on or prior to the next Monthly Payment Date (to the extent ascertainable on such Business Day) (provided, however, that amounts allocated to the Debt Service Account pursuant to this subparagraph (vi) shall be held in the Debt Service Account until such time such amounts are due and payable under the Loan Documents, at which time, such amounts shall be applied in accordance with the Loan Documents); (vii) Seventh, subject to the terms of the Cash Management Agreement, to Borrower, funds necessary to pay (without duplication) (A) any Approved Operating Expenses (excluding any Incentive Management Fees)) and Hotel Taxes, to the extent not previously paid by Manager as Manager’s Expenses (including from the application of funds pursuant to subparagraph (i) above, as applicable), (B) any Emergency Expenses, (C) any Approved Capital Expenditures, to the extent not previously paid by Manager as Manager’s Expenses, and (D) any Approved FF&E Expenses, to the extent not previously paid by Manager as Manager’s Expenses and to the extent the Available FF&E Reserve Funds are insufficient to cover such Approved FF&E Expenses and (E) any Flagging Costs pursuant to an Approved Flagging Budget, to the extent not previously paid by Manager as Manager’s Expenses and to that amounts contained in the extent that undedicated Future PIP Reserve Funds Account and the Available FF&E Credit are insufficient to cover such Flagging Costs; (viii) Eighth, to the FF&E Reserve Account, all funds necessary to make the required payments of FF&E Reserve Funds on the next Monthly Payment Date as required under Section 6.8; (ix) Ninth, to the Scheduled PIP Reserve Account, all funds necessary to make the required payments of Scheduled PIP Reserve Funds on the next Monthly Payment Date as required under Section 6.5; (x) Tenth, provided no Event of Default has occurred and is continuing hereunder, to the Original Mezzanine Debt Service Account, all funds necessary to pay the Original Mezzanine Monthly Debt Service Payment Amount on the next Monthly Payment Date as set forth in the most recently received Mezzanine Lender Monthly Debt Service Notice Letter from Original Mezzanine Lender (plus, if applicable, interest at the Default Rate (as defined in the Mezzanine Loan Agreement) and all other amounts then due and payable to Mezzanine Lender under the Mezzanine Loan Documents) (provided, however, that amounts allocated to the Original Mezzanine Debt Service Account pursuant to this subparagraph (ix) shall be held in the Original Mezzanine Debt Service Account until such next Monthly Payment Date, at which time, such amounts shall be transferred to the Original Mezzanine Account; and provided further that if Lender receives written notice from Original Mezzanine Lender that the amount paid to the Original Mezzanine Account pursuant to the most recently received Mezzanine Lender Monthly Debt Service Notice Letter was not the correct amount to be paid pursuant to the Original Mezzanine Loan Documents, then an adjustment shall be made to the amount paid to the Original Mezzanine Account on the immediately succeeding Monthly Payment Amount in order to correct such error); (xxi) Tenth, from and after the Approved Mezzanine Closing Date, provided (a) no Event of Default has occurred and is continuing hereunder, (b) Lender has not received a Mezzanine Loan Default Notice from Original Mezzanine Lender which has not been revoked by a Mezzanine Loan Default Revocation Notice, to the Approved Mezzanine Debt Service Account, all funds necessary to pay the Approved Mezzanine Monthly Debt Service Payment Amount on the next Monthly Payment Date as set forth in the most recently received Mezzanine Lender Monthly Debt Service Notice Letter from Approved Mezzanine Lender (provided, however, that amounts allocated to the Approved Mezzanine Debt Service Account pursuant to this subparagraph (x) shall be held in the Approved Mezzanine Debt Service Account until such next Monthly Payment Date, at which time, such amounts shall be transferred to the Approved Mezzanine Account; and provided further that if Lender receives written notice from Approved Mezzanine Lender that the amount paid to the Approved Mezzanine Account pursuant to the most recently received Mezzanine Lender Monthly Debt Service Notice Letter was not the correct amount to be paid pursuant to the Approved Mezzanine Loan Documents, then an adjustment shall be made to the amount paid to the Approved Mezzanine Account on the immediately succeeding Monthly Payment Amount in order to correct such error; and provided further that if there are two or more tranches of the Approved Mezzanine Loan, then the aggregate amount required to be paid under this subparagraph (x) to the Approved Mezzanine Account shall be allocated among the Approved Mezzanine Account of each Approved Mezzanine Lender, in order of most senior lender to most junior lender, and any payment to the Approved Mezzanine Account of any Approved Mezzanine Lender shall be conditioned upon Lender not having received a Mezzanine Loan Default Notice from any more senior Approved Mezzanine Lender which has not been revoked by a Mezzanine Loan Default Revocation Notice)Intentionally omitted; (xixii) Eleventh, during the continuance of a Trigger Period, subject to the terms of the Cash Management Agreement, to Borrower, funds necessary to pay Approved Excess Operating Expenses; (xiixiii) Twelfth, to the Disbursement Account an account maintained by Hilton Manager, as agent for Operating Lessee relating to the Hilton Brand Managed Properties, funds necessary to pay any Incentive Management Fees relating to the Hilton Brand Managed Properties; (xiiixiv) Lastly all amounts remaining after payment of the amounts set forth in clauses (i) through (xiixiii) above (the “Available Cash”): (A) unless a Trigger Period has occurred and is continuing, to Borrower or its designee free and clear of any Lien or continuing security interest under the Loan Documents (including under Section 6.12 of this Agreement); or (B) during any Trigger Period, to the Cash Collateral Account to be held or disbursed in accordance with Section 6.10.

Order of Priority of Funds in Deposit Account. (a) On each Business Day 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 Interest Period shall be applied on such Monthly Payment Date in the following amounts and order of priority: (i) First, to the Disbursement Account relating to the Hilton Brand Managed Properties, funds necessary to pay any Approved Operating Expenses (excluding any Incentive Management Fees) relating to the Hilton Brand Managed PropertiesLender, to make the extent not previously paid by Manager required payments of Tax Funds into the Tax Account as Manager’s Expensesrequired under SECTION 6.3; (ii) Second, to the Tax AccountLender, all funds necessary to make the required payments of Tax Insurance Funds on into the next Monthly Payment Date Insurance Account as required under Section 6.3SECTION 6.4; (iii) Third, to Lender, funds sufficient to pay the Insurance AccountXxxxxxxx Monthly Debt Service Payment Amount, all funds necessary the Medford Monthly Debt Service Payment Amount and the Warrenton Monthly Debt Service Payment Amount (in such order and priority as Lender shall determine in its sole discretion) applied first to make the required payments payment of Insurance Funds on interest computed at the next Monthly Payment Date Interest Rate with the remainder applied to the reduction of the Xxxxxxxx Outstanding Principal Balance, the Medford Outstanding Principal Balance and the Warrenton Outstanding Principal Balance (in such order and priority as required under Section 6.4Lender shall determine in its sole discretion); (iv) Fourth, to the Ground Rent AccountLender, all funds necessary to make the required payments of Ground Rent Capital Expenditure Funds on into the next Monthly Payment Date Capital Expenditure Account as required under Section 6.7SECTION 6.5; (v) Fifth, to Lender, to make the Debt Service Account, all funds necessary to pay required payments of Rollover Funds into the Monthly Debt Service Payment Amount on the next Monthly Payment Date, taking into account any payments received pursuant to the Interest Rate Cap Agreement (provided, however, that amounts allocated to the Debt Service Rollover Account pursuant to this subparagraph (v) shall be held in the Debt Service Account until such Monthly Payment Date, at which time, such amounts shall be applied in accordance with the terms of Section 2.3.1)as required under SECTION 6.6; (vi) Sixth, to the Debt Service AccountLender, all funds necessary to pay of any other amounts due and payable under the Loan Documents on or prior to the next Monthly Payment Date (to the extent ascertainable on such Business Day) (provided, however, that amounts allocated to the Debt Service Account pursuant to this subparagraph (vi) shall be held in the Debt Service Account until such time such amounts are then due and payable under the Loan Documents, at which time, such amounts shall be applied in accordance with the Loan Documents); (vii) Seventh, subject to Servicer, for transfer to the terms of the Cash Management Agreement, to BorrowerMezzanine Payment Account, funds necessary sufficient to pay (without duplication) (A) any Approved Operating Expenses (excluding any Incentive Management Fees), to other amounts then due and payable under the extent not previously paid by Manager as Manager’s Expenses (including from the application of funds pursuant to subparagraph (i) above, as applicable), (B) any Emergency Expenses, (C) any Approved Capital Expenditures, to the extent not previously paid by Manager as Manager’s Expenses, (D) any Approved FF&E Expenses, to the extent not previously paid by Manager as Manager’s Expenses and to the extent the Available FF&E Reserve Funds are insufficient to cover such Approved FF&E Expenses and (E) any Flagging Costs pursuant to an Approved Flagging Budget, to the extent not previously paid by Manager as Manager’s Expenses and to the extent that undedicated Future PIP Reserve Funds and the Available FF&E Credit are insufficient to cover such Flagging Costs;Mezzanine Loan Documents; and (viii) Eighth, to the FF&E Reserve Account, all funds necessary to make the required payments of FF&E Reserve Funds on the next Monthly Payment Date as required under Section 6.8; (ix) NinthLastly, provided no Event of Default has occurred and is continuing hereundercontinuing, to the Original Mezzanine Debt Service Account, all funds necessary to pay the Original Mezzanine Monthly Debt Service Payment Amount on the next Monthly Payment Date as set forth in the most recently received Mezzanine Lender Monthly Debt Service Notice Letter from Original Mezzanine Lender (provided, however, that amounts allocated to the Original Mezzanine Debt Service Account pursuant to this subparagraph (ix) shall be held in the Original Mezzanine Debt Service Account until such next Monthly Payment Date, at which time, such amounts shall be transferred to the Original Mezzanine Account; and provided further that if Lender receives written notice from Original Mezzanine Lender that the amount paid to the Original Mezzanine Account pursuant to the most recently received Mezzanine Lender Monthly Debt Service Notice Letter was not the correct amount to be paid pursuant to the Original Mezzanine Loan Documents, then an adjustment shall be made to the amount paid to the Original Mezzanine Account on the immediately succeeding Monthly Payment Amount in order to correct such error); (x) Tenth, from and after the Approved Mezzanine Closing Date, provided (a) no Event of Default has occurred and is continuing hereunder, (b) Lender has not received a Mezzanine Loan Default Notice from Original Mezzanine Lender which has not been revoked by a Mezzanine Loan Default Revocation Notice, to the Approved Mezzanine Debt Service Account, all funds necessary to pay the Approved Mezzanine Monthly Debt Service Payment Amount on the next Monthly Payment Date as set forth in the most recently received Mezzanine Lender Monthly Debt Service Notice Letter from Approved Mezzanine Lender (provided, however, that amounts allocated to the Approved Mezzanine Debt Service Account pursuant to this subparagraph (x) shall be held in the Approved Mezzanine Debt Service Account until such next Monthly Payment Date, at which time, such amounts shall be transferred to the Approved Mezzanine Account; and provided further that if Lender receives written notice from Approved Mezzanine Lender that the amount paid to the Approved Mezzanine Account pursuant to the most recently received Mezzanine Lender Monthly Debt Service Notice Letter was not the correct amount to be paid pursuant to the Approved Mezzanine Loan Documents, then an adjustment shall be made to the amount paid to the Approved Mezzanine Account on the immediately succeeding Monthly Payment Amount in order to correct such error; and provided further that if there are two or more tranches of the Approved Mezzanine Loan, then the aggregate amount required to be paid under this subparagraph (x) to the Approved Mezzanine Account shall be allocated among the Approved Mezzanine Account of each Approved Mezzanine Lender, in order of most senior lender to most junior lender, and any payment to the Approved Mezzanine Account of any Approved Mezzanine Lender shall be conditioned upon Lender not having received a Mezzanine Loan Default Notice from any more senior Approved Mezzanine Lender which has not been revoked by a Mezzanine Loan Default Revocation Notice); (xi) Eleventh, during the continuance of a Trigger Period, subject excess amounts to the terms of the Cash Management Agreement, to Borrower, funds necessary to pay Approved Excess Operating Expenses; (xii) Twelfth, to the Disbursement Account relating to the Hilton Brand Managed Properties, funds necessary to pay any Incentive Management Fees relating to the Hilton Brand Managed Properties; (xiii) Lastly all amounts remaining after payment of the amounts set forth in clauses (i) through (xii) above (the “Available Cash”): (A) unless a Trigger Period has occurred and is continuing, to Borrower or its designee free and clear of any Lien or continuing security interest under the Loan Documents (including under Section 6.12 of this Agreement); or (B) during any Trigger Period, to the Cash Collateral Account to be held or disbursed in accordance with Section 6.10Borrowers.