Common use of Property Cash Flow Allocation Clause in Contracts

Property Cash Flow Allocation. (a) Commencing on the Substantial Completion Date and continuing on each Payment Date thereafter through and including the Conversion Date, except during the continuance of an Event of Default, any Rents deposited into the Deposit Account or received by Borrower or Manager during the immediately preceding Interest Period shall be applied as follows in the following order of priority: (i) First, to pay any and all ground rents, if any, (ii) Second, to make required payments (if any) to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the interest due on such Payment Date (including, if applicable, interest at the Default Rate); (iv) Fourth, to make payments for Approved Operating Expenses; (v) Fifth, to make required payments (if any) to the Capital Reserve Fund; and (vi) Lastly, payments of any excess amounts to the Cash Collateral Subaccount. (b) Commencing on the first Payment Date after the Conversion Date and continuing on each Payment Date thereafter through and including the Optional Prepayment Date, except during the continuance of an Event of Default, any Rents received by Borrower or Manager (and, during a Cash Management Period, Rents deposited into the Deposit Account) during the immediately preceding Interest Period shall be applied as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, during a Cash Management Period, payments for Approved Operating Expenses; (vi) Sixth, during a Cash Management Period, to make required payments for any working capital reserves in accordance with the Annual Budget to the Working Capital Subaccount; and (vii) Lastly, payments to Manager of any excess amounts. (c) Commencing on the first Payment Date after the Optional Prepayment Date and continuing on each Payment Date thereafter until the entire Debt has been paid in full, except during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower or Manager) during the immediately preceding Interest Period shall be applied by Lender as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, payments for Approved Operating Expenses; (vi) Sixth, payments to Lender to prepay the unpaid Principal until paid in full; (vii) Seventh, payments to Lender to be applied against Accrued Interest and interest accrued thereon; and (viii) Lastly, payments to Manager of any excess amounts. (d) The failure of Borrower or Manager to make all of the payments required under clauses (i) through (vi) of Section 2.2.3(a), or clauses (i) through (v) of Section 2.2.3(b), or clause (i) through (v) of Section 2.2.3(c), in full on each Payment Date shall constitute a Default under this Agreement. However, the failure of Borrower to prepay any unpaid Principal or to pay any Accrued Interest under clause (vi) or (vii) of Section 2.2.3

Property Cash Flow Allocation. (a) Commencing on the Substantial Completion Date April 11, 1998 and continuing on each Payment Date thereafter through and including the Conversion Optional Prepayment Date, except during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower or Manager Borrower) during the immediately preceding Interest Period calendar month shall be applied by Lender as follows in the following order of priority: : (i) First, to pay any and all ground rents, if any, (ii) Second, to make required payments (if any) to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the interest due on such Payment Date (including, if applicable, interest at the Default Rate); (iv) Fourth, to make payments for Approved Operating Expenses; (v) Fifth, to make required payments (if any) to the Capital Reserve Fund; and (vi) Lastly, payments of any excess amounts to the Cash Collateral Subaccount. (b) Commencing on the first Payment Date after the Conversion Date and continuing on each Payment Date thereafter through and including the Optional Prepayment Date, except during the continuance of an Event of Default, any Rents received by Borrower or Manager (and, during a Cash Management Period, Rents deposited into the Deposit Account) during the immediately preceding Interest Period shall be applied as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; ; (ii) Second, to Lender to pay interest only on the Loan up to and including the March 11, 2000 Payment Date, and the Monthly Debt Service Payment Amount on each Payment Date thereafter (plus, if applicable, interest at the Default Rate); (iii) Third, to make required payments to the Capital Reserve Fund; (iv) Fourth, payments for Approved Operating Expenses for any Property for which there is no Operating Lease; and (v) Lastly, payments to (or for the account of) Borrower of any excess amounts. (b) Commencing on the first Payment Date occurring after the Optional Prepayment Date and continuing on each Payment Date thereafter until the entire Debt has been paid in full, and at any time during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower) during the immediately preceding calendar month shall be applied by Lender as follows in the following order of priority: (i) First, to make required payments to the Tax and Insurance Escrow Fund; (ii) Second, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); ; (iviii) FourthThird, to make required payments to the Capital Reserve Fund; ; (viv) Fifth, during a Cash Management PeriodFourth, payments for Approved Operating Expenses; (vi) Sixth, during a Cash Management Period, to make required payments Expenses for any working capital reserves in accordance with the Annual Budget to the Working Capital Subaccount; and (vii) Lastly, payments to Manager of any excess amounts.Property for which there is no Operating Lease; (c) Commencing on the first Payment Date after the Optional Prepayment Date and continuing on each Payment Date thereafter until the entire Debt has been paid in full, except during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower or Manager) during the immediately preceding Interest Period shall be applied by Lender as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, payments for Approved Operating Expenses; (vi) Sixth, payments to Lender to prepay the unpaid Principal outstanding principal balance under the Note until paid in full; ; (viivi) SeventhSixth, payments to Lender to be applied against Accrued Interest and interest accrued thereon; and and (viiivii) Lastly, payments to Manager Borrower of any excess amounts. (d) The . Notwithstanding anything herein to the contrary, the failure of Borrower or Manager to make all of the payments required under clauses (i) through (viiv) of Section 2.2.3(a), or clauses (i) through (v) of Section 2.2.3(b), or clause (i) through (v) of Section 2.2.3(c), above in full on each Payment Date after the Optional Prepayment Date shall constitute a Default under this Agreement. However, the failure of Borrower to prepay any unpaid Principal principal amount outstanding or to pay any Accrued Interest under clause (vi) or (vii) on a Payment Date as a result of Section 2.2.3insufficient Rents for such payment shall not constitute a Default hereunder. All Accrued Interest shall nonetheless be due and payable on the Maturity Date.

Property Cash Flow Allocation. (a) Commencing on the Substantial Completion Date and continuing on each Payment Date thereafter through and including the Conversion Date, except during the continuance of an Event of DefaultDuring any Cash Management Period, any Rents deposited into the Deposit Account or received by Borrower or Manager during the immediately preceding Interest Period shall be applied on each Interest Payment Date as follows in the following order of priority: (i) First, to pay any make payments into the Tax and all ground rents, if any, Insurance Subaccount as required under Section 11.02; (ii) Second, to make required payments (if any) to pay the Tax and Insurance Escrow Fundmonthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement; (iii) Third, to the Lender to pay the interest due on such Interest Payment Date (includingplus, if applicable, interest at the Post Default RateRate and all other amounts, other than those described under other clauses of this Section 11.09(a), then due to the Lender under the Loan Documents); (iv) Fourth, to make payments for Approved Operating Expensesinto the Capital Reserve Subaccount as required under Section 11.03; (v) Fifth, to make required payments (if any) to the Capital Reserve Fund; and (vi) Lastly, payments of any excess amounts to the Cash Collateral Subaccount. (b) Commencing on the first Payment Date after the Conversion Date and continuing on each Payment Date thereafter through and including the Optional Prepayment Date, except during the continuance of an Event of Default, any Rents received by Borrower or Manager (and, during a Cash Management Period, Rents deposited into the Deposit Account) during the immediately preceding Interest Period shall be applied Rollover Reserve Subaccount as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, during a Cash Management Period, payments for Approved Operating Expensesunder Section 11.04; (vi) Sixth, during a Cash Management Period, to make required payments for any working capital reserves in accordance with the Annual Budget to the Working Capital SubaccountApproved Operating Expenses as required under Section 11.05; and (vii) Lastly, payments to Manager the Borrower of any excess amounts.. <PAGE> (c) Commencing on the first Payment Date after the Optional Prepayment Date and continuing on each Payment Date thereafter until the entire Debt has been paid in full, except during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower or Manager) during the immediately preceding Interest Period shall be applied by Lender as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, payments for Approved Operating Expenses; (vi) Sixth, payments to Lender to prepay the unpaid Principal until paid in full; (vii) Seventh, payments to Lender to be applied against Accrued Interest and interest accrued thereon; and (viii) Lastly, payments to Manager of any excess amounts. (db) The failure of the Borrower or Manager to make all of the payments required under clauses (i) through (vi) of Section 2.2.3(a), or clauses (i11.09(a) through (v) of Section 2.2.3(b), or clause (i) through (v) of Section 2.2.3(c), in full on each Interest Payment Date shall constitute a an Event of Default under this Agreement. However. (c) Notwithstanding anything to the contrary contained in this Section 11.09, after the occurrence of a Default or an Event of Default, the failure Lender may apply all Rents deposited into the Deposit Account and other proceeds of Borrower repayment in such order and in such manner as the Lender shall elect. 19. The "Address for Notices" set forth on the signature pages of the Existing Loan Agreement is hereby amended (i) to prepay any unpaid Principal or provide that notices to pay any Accrued Interest under clause the Lender should be sent to LaSalle Bank N.A., as Trustee for CDC Depositor Trust ST-I (viformerly known as Nomura Depositor Trust ST-I), Commercial Mortgage Pass-Through Certificates, Series 1998 - ST-I, c/o CapMark Services, L.P., 000 Xxxxxxxxx Xxxxxx Xxxxxx X.X., Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000-0000, Attention Xxxxxxxxx X. Xxxxxxxx, Vice President, Telecopier (000) or 000-0000, with copies to: CDC Mortgage Capital Inc., 0 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000; Attention: Real Estate Administration (viiXxxx XxXxxxxxxx), Telecopier (000) 000-0000 and with copies to: Xxxx, Scholer, Fierman, Xxxx & Handler, LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxx, Telecopier: (000) 000-0000, (ii) by adding the words "and Attn: Legal Department, Telecopier No.: (000) 000-0000" after the words "Attn: X. Xxxxxxx Xxxxxx", (iii) by deleting the words "Xxxxxxxx X. Xxxxxx, Esq., FAC Realty, Inc., 0000 Xxx Xxxxx Xxxx, XxXxxx, Xxxxxxxx 00000, Telecopier No: (000) 000-0000" and (iv) by changing the address of Section 2.2.3Xxxxx, Xxxxx & Xxxxx to 0000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X., 00000, Telecopier No.: (000) 000-0000. 20. Schedule A of the Existing Loan Agreement is hereby deleted in its entirety and replaced with the Schedule A attached to this Amendment.

Property Cash Flow Allocation. (a) Commencing on the Substantial Completion Date April 11, 1997 and continuing on each Payment Date thereafter through and including the Conversion Optional Prepayment Date, except during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower or Manager Borrower) during the immediately preceding Interest Period calendar month shall be applied by Lender as follows in the following order of priority: : (i) First, to pay any and all ground rents, if any, (ii) Second, to make required payments (if any) to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the interest due on such Payment Date (including, if applicable, interest at the Default Rate); (iv) Fourth, to make payments for Approved Operating Expenses; (v) Fifth, to make required payments (if any) to the Capital Reserve Fund; and (vi) Lastly, payments of any excess amounts to the Cash Collateral Subaccount. (b) Commencing on the first Payment Date after the Conversion Date and continuing on each Payment Date thereafter through and including the Optional Prepayment Date, except during the continuance of an Event of Default, any Rents received by Borrower or Manager (and, during a Cash Management Period, Rents deposited into the Deposit Account) during the immediately preceding Interest Period shall be applied as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; ; (ii) Second, to Lender to pay (A) the required interest payment, in the case of the Payment Date on April 11, 1997, and (B) the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate) in the case of each such subsequent Payment Date; (iii) Third, to make required payments to the Capital Reserve Fund; and (iv) Lastly, payments to (or for the account of) Borrower of any excess amounts. (b) Commencing on the first Payment Date occurring after the Optional Prepayment Date and continuing on each Payment Date thereafter until the entire Debt has been paid in full, and at any time during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower) during the immediately preceding calendar month shall be applied as follows in the following order of priority: (i) First, to make required payments to the Tax and Insurance Escrow Fund; (ii) Second, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); ; (iii) Third, payments for approved Operating Expenses; (iv) Fourth, to make required payments to the Capital Reserve Fund; ; (v) Fifth, during a Cash Management Period, payments for Approved Operating Expenses; (vi) Sixth, during a Cash Management Period, to make required payments for any working capital reserves in accordance with the Annual Budget to the Working Capital Subaccount; and (vii) Lastly, payments to Manager of any excess amounts. (c) Commencing on the first Payment Date after the Optional Prepayment Date and continuing on each Payment Date thereafter until the entire Debt has been paid in full, except during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower or Manager) during the immediately preceding Interest Period shall be applied by Lender as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, payments for Approved Operating Expenses; (vi) Sixth, payments to Lender to prepay the unpaid Principal outstanding principal balance under the Note until paid in full; ; (viivi) SeventhSixth, payments to Lender to be applied against Accrued Interest and interest accrued thereon; and and (viiivii) Lastly, payments to Manager Borrower of any excess amounts. (d) The . Notwithstanding anything herein to the contrary, the failure of Borrower or Manager to make all of the payments required under clauses (i) through (viiv) of Section 2.2.3(a), or clauses (i) through (v) of Section 2.2.3(b), or clause (i) through (v) of Section 2.2.3(c), above in full on the Optional Prepayment Date and on each Payment Date thereafter shall constitute a Default under this Agreement. However, the failure of Borrower to prepay any unpaid Principal or to pay any Accrued Interest under clause (vi) or (vii) on a Payment Date as a result of Section 2.2.3insufficient Rents for such payment shall not constitute a Default hereunder. All Accrued Interest shall nonetheless be due and payable on the Maturity Date.

Property Cash Flow Allocation. (a) Commencing on the Substantial Completion January, 2000 Payment Date and continuing on each Payment Date thereafter through and including occurring prior to the Conversion Maturity Date, except during following the continuance acceleration of an Event all or any part of Defaultthe Debt, any all Rents deposited into with respect to the Deposit Account or received by Borrower or Manager during the immediately preceding Interest Period Collateral Property shall be applied as follows in the following order of priority: (i) First, to pay any make payments to the Tax and all ground rents, if anyInsurance Escrow Fund required to be made by Borrower, (ii) Second, to make required payments (if any) to pay the Tax monthly portion of the Cash Management Fee due and Insurance Escrow Fundpayable by Borrower; (iii) Third, to Lender to pay the interest due on such Payment Date (includingpayment and principal payment required under Section 3.1.2 or 3.1.3, if as applicable, interest at the Default Rate); (iv) Fourth, to make payments for Approved Operating Expenses; (v) Fifth, to make required payments (if any) to the Capital Reserve Fund; and (vi) Lastly, payments of any excess amounts to the Cash Collateral Subaccount. (b) Commencing on the first Payment Date after the Conversion Date and continuing on each Payment Date thereafter through and including the Optional Prepayment Date, except during the continuance of an Event of Default, any Rents received by Borrower or Manager (and, during a Cash Management Period, Rents deposited into the Deposit Account) during the immediately preceding Interest Period shall be applied as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default RateRate and any other charges then due to Lender under the Loan Documents); (iv) Fourth, during the continuance of a Cash Management Event, to make required payments to the Capital Rollover Reserve FundFund required to be made by Borrower; (v) Fifth, and only during the continuance of a Cash Management PeriodEvent or the Anticipated Repayment Date, to make payments for Approved Operating ExpensesExpenses pertaining to the Collateral Property; (vi) Sixth, during the continuance of a Cash Management PeriodEvent, to make required payments for any working capital reserves in accordance with the Annual Budget to the Working Capital SubaccountReplacement Reserve Fund required to be made by Borrower; and (vii) Lastly, payments to Manager Borrower of any excess amounts. amounts unless the Debt Service Coverage Ratio falls below 1.25 (csubject to a One Time Cash Management Event Cure) Commencing (the Debt Service Coverage Ratio shall be tested on a quarterly basis at the first Payment Date end of each calendar quarter (or portion thereof, if applicable) from and after the Optional Prepayment Date and continuing on each Payment Date thereafter until the entire Debt has been paid Closing Date), in full, except during the continuance of an Event of Default, any which case all Rents deposited into the Deposit Account remaining after application thereof pursuant to subsection (or otherwise received by Borrower or Managervii) during the immediately preceding Interest Period hereof shall be applied by Lender in accordance with Section 4.11 until such time as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, payments for Approved Operating Expenses; (vi) Sixth, payments to Lender to prepay the unpaid Principal until paid in full; (vii) Seventh, payments to Lender to be applied against Accrued Interest and interest accrued thereon; and (viii) Lastly, payments to Manager of any excess amountsa Cash Management Termination occurs. (db) The Subject to the provisions of the Cash Management Agreement and as otherwise set forth herein in Section 4.11, the failure of Borrower or Manager to make all of the payments required under clauses (i) through (vi) of Section 2.2.3(a), or clauses 3.1.5 (ia) through (v) of Section 2.2.3(b), or clause (i) through (v) of Section 2.2.3(c), in full on each Payment Date shall constitute a an Event of Default under this Agreement. However. (c) At any time after the Maturity Date or after the acceleration of all or any portion of the Debt, Lender may, in its sole discretion, permit the failure application of Borrower Rents in any order, and to prepay any unpaid Principal portion or to pay any Accrued Interest under clause (vi) or (vii) portions of Section 2.2.3the Debt, as Lender shall determine.

Property Cash Flow Allocation. (a) Commencing on the Substantial Completion Date and continuing on each Payment Date thereafter through and including the Conversion Date, except during the continuance of an Event of Default, any All Rents deposited into the Deposit Account or received by Borrower or Manager during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority: : (i) First, to pay any make payments into the Tax and all ground rents, if any, Insurance Subaccount as required under Section 3.3 hereof; (ii) Second, to make required payments (if any) to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the interest due on such Payment Date (including, if applicable, interest at monthly portion of the Default Rate); (iv) Fourth, to make payments for Approved Operating Expenses; (v) Fifth, to make required payments (if any) to the Capital Reserve Fund; and (vi) Lastly, payments of any excess amounts to the Cash Collateral Subaccount. (b) Commencing on the first Payment Date after the Conversion Date and continuing on each Payment Date thereafter through and including the Optional Prepayment Date, except during the continuance of an Event of Default, any Rents received fees charged by Borrower or Manager (and, during a Cash Management Period, Rents deposited into the Deposit Account) during Bank in accordance with the immediately preceding Interest Period shall be applied as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; Deposit Account Agreement; (iii) Third, to Lender to pay the Monthly Interest Payment Amount or, from and after the Amortization Commencement Date, the Monthly Debt Service Payment Amount due on such Payment Date (plus, if applicable, interest at the Default RateRate and all other amounts, other than those described under other clauses of this Section 3.11(a); , then due to Lender under the Loan Documents); (iv) Fourth, to make required payments to into the Capital Reserve Fund; Subaccount as required under Section 3.4 hereof; (v) Fifth, during a Cash Management Period, to make payments for Approved Operating Expenses; into the Rollover Reserve Subaccount as required under Section 3.5(a) hereof; (vi) Sixth, during the continuance of a Cash Management Period, to make required payments for any working capital reserves in accordance with the Annual Budget to the Working Capital Subaccount; and (vii) Lastly, payments to Manager of any excess amounts. (c) Commencing on the first Payment Date after the Optional Prepayment Date and continuing on each Payment Date thereafter until the entire Debt has been paid in full, except during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower or Manager) during the immediately preceding Interest Period shall be applied by Lender as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, payments for Approved Operating Expenses; (vi) Sixth, payments to Lender to prepay the unpaid Principal until paid in full; Expenses as required under Section 3.6 hereof; (vii) Seventh, payments after the consummation of a Secondary Market Transaction, to Lender to be applied against Accrued Interest and interest accrued thereon; and pay the pro rata portion of the expenses described in Section 9.1.7 hereof; (viii) Eighth, during the continuance of a Cash Management Period triggered solely a result of a Lease Sweep Period, to make payments in an amount equal to all remaining Available Cash on such Payment Date into the Special Rollover Reserve Subaccount in accordance with Section 3.5(c) hereof; (ix) Tenth, during the continuance of a Cash Management Period, to make payments in an amount equal to all remaining Available Cash on such Payment Date into the Cash Collateral Subaccount in accordance with Section 3.9 hereof; and (x) Lastly, provided that no Cash Management Period shall then exist, payments to Manager Borrower of any excess remaining amounts. (db) The failure of Borrower or Manager to make all of the payments required under clauses (i) through (viix) of Section 2.2.3(a), or clauses (i3.11(a) through (v) of Section 2.2.3(b), or clause (i) through (v) of Section 2.2.3(c), above in full on each Payment Date shall constitute a an Event of Default under this Agreement. However; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Borrower Default. (c) Notwithstanding anything to prepay any unpaid Principal the contrary contained in this Section 3.11, after the occurrence of a Default or to pay any Accrued Interest under clause (vi) or (vii) an Event of Section 2.2.3Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment in such order and in such manner as Lender shall elect.

Property Cash Flow Allocation. (a) Commencing on the Substantial Completion January, 2000 Payment Date and continuing on each Payment Date thereafter through and including occurring prior to the Conversion Maturity Date, except during following the continuance acceleration of an Event all or any part of Defaultthe Debt, any all Rents deposited into with respect to the Deposit Account or received by Borrower or Manager during the immediately preceding Interest Period Collateral Property shall be applied as follows in the following order of priority: (i) First, to pay any and all ground rentsmake the monthly required payments of Ground Rent, if any, (ii) Second, pertaining to make required payments (if any) to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the interest due on such Payment Date any Borrower's Collateral Property (including, if applicable, interest at the Default Rate); (iv) Fourth, payment to make payments for Approved Operating Expenses; (v) Fifth, to make required payments (if any) to the Capital Reserve Fund; and (vi) Lastly, payments Lender of any excess amounts sums required to the Cash Collateral Subaccount. (b) Commencing on the first Payment Date after the Conversion Date and continuing on each Payment Date thereafter through and including the Optional Prepayment Date, except during the continuance of an Event of Default, any Rents received by Borrower or Manager (and, during a Cash Management Period, Rents be deposited into the Deposit Account) during the immediately preceding Interest Period shall be applied as follows in the following order of priority: (i) First, to pay any and all ground rents, if anyGround Rent Escrow Fund); (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; Fund required to be made by Borrower, (iii) Third, to pay the monthly portion of the Cash Management Fee due and payable by Borrower; (iv) Fourth, to Lender to pay the Monthly Debt Service Payment Amount interest payment and principal payment required under Section 3.1.2 or 3.1.3, as applicable, (plus, if applicable, interest at the Default RateRate and any other charges then due to Lender under the Loan Documents); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, during the continuance of a Cash Management PeriodEvent, to make payments for Approved Operating Expensesto the Rollover Reserve Fund required to be made by Borrower; (vi) Sixth, during a Cash Management Period, to make required payments for any working capital reserves in accordance with the Annual Budget to the Working Capital Subaccount; and (vii) Lastly, payments to Manager of any excess amounts. (c) Commencing on the first Payment Date after the Optional Prepayment Date and continuing on each Payment Date thereafter until the entire Debt has been paid in full, except only during the continuance of an a Cash Management Event of Default, any Rents deposited into or the Deposit Account (or otherwise received by Borrower or Manager) during the immediately preceding Interest Period shall be applied by Lender as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) SecondAnticipated Repayment Date, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, payments for Approved Operating Expenses; (vi) Sixth, payments Expenses pertaining to Lender to prepay the unpaid Principal until paid in fullCollateral Property; (vii) Seventh, during the continuance of a Cash Management Event, to make payments to Lender the Replacement Reserve Fund required to be applied against Accrued Interest and interest accrued thereonmade by Borrower; and (viii) Lastly, payments to Manager Borrower of any excess amountsamounts unless the Debt Service Coverage Ratio falls below 1.25 (subject to a One Time Cash Management Event Cure) (the Debt Service Coverage Ratio shall be tested on a quarterly basis at the end of each calendar quarter (or portion thereof, if applicable) from and after the Closing Date), in which case all Rents remaining after application thereof pursuant to subsection (vii) hereof shall be applied by Lender in accordance with Section 4.11 until such time as a Cash Management Termination occurs. (db) The Subject to the provisions of the Cash Management Agreement and as otherwise set forth herein in Section 4.11, the failure of any Borrower or Manager to make all of the payments required under clauses (i) through (vivii) of Section 2.2.3(a), or clauses 3.1.5 (ia) through (v) of Section 2.2.3(b), or clause (i) through (v) of Section 2.2.3(c), in full on each Payment Date shall constitute a an Event of Default under this Agreement. However. (c) At any time after the Maturity Date or after the acceleration of all or any portion of the Debt, Lender may, in its sole discretion, permit the failure application of Borrower Rents in any order, and to prepay any unpaid Principal portion or to pay any Accrued Interest under clause (vi) or (vii) portions of Section 2.2.3the Debt, as Lender shall determine.

Property Cash Flow Allocation. (a) Commencing on the Substantial Completion Date and continuing on each Payment Date thereafter through and including the Conversion DateDuring any Cash Management Period, except during the continuance of an Event of Default, any all Rents deposited into the Deposit Account or received by Borrower or Manager during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority: (i) First, to pay any make payments into the Tax and all ground rents, if any, Insurance Subaccount as required under Section 3.3 hereof; (ii) Second, to make required payments (if any) to the Tax and Insurance Escrow Fundintentionally omitted; (iii) Third, to Lender to pay the interest due on such Payment Date (including, if applicable, interest at monthly portion of the Default Rate)fees charged by the Deposit Bank in accordance with the Cash Management Agreement; (iv) Fourth, to make payments for Approved Operating Expenses; (v) Fifth, to make required payments (if any) to the Capital Reserve Fund; and (vi) Lastly, payments of any excess amounts to the Cash Collateral Subaccount. (b) Commencing on the first Payment Date after the Conversion Date and continuing on each Payment Date thereafter through and including the Optional Prepayment Date, except during the continuance of an Event of Default, any Rents received by Borrower or Manager (and, during a Cash Management Period, Rents deposited into the Deposit Account) during the immediately preceding Interest Period shall be applied as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount due on such Payment Date (plus, if applicable, interest at the Default RateRate and all other amounts, other than those described under other clauses of this Section 3.11(a); (iv) Fourth, then due to make required payments to Lender under the Capital Reserve FundLoan Documents); (v) Fifth, during a Cash Management Periodto make payments into the Capital Reserve Subaccount if, payments for Approved Operating Expensesand as, required under Section 3.4 hereof; (vi) Sixth, during a Cash Management Period, to make required payments for any working capital reserves in accordance with the Annual Budget to the Working Capital Subaccount; and (vii) Lastly, payments to Manager of any excess amounts. (c) Commencing on the first Payment Date after the Optional Prepayment Date and continuing on each Payment Date thereafter until the entire Debt has been paid in full, except during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower or Manager) during the immediately preceding Interest Period shall be applied by Lender as follows in the following order of priority: (i) FirstRollover Reserve Subaccount if, to pay any and all ground rentsas, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, payments for Approved Operating Expenses; (vi) Sixth, payments to Lender to prepay the unpaid Principal until paid in fullunder Section 3.5 hereof; (vii) Seventh, payments to Lender Borrower the monthly amount set forth in the Approved Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month, plus the amount for Budget Variances (as defined in the Cash Management Agreement); (viii) Eighth, after the consummation of a Securitization, to be applied against Accrued Interest and interest accrued thereonpay the pro rata portion of the expenses described in Section 9.1.4 hereof; and (viiiix) Lastly, to make payments in an amount equal to Manager of any excess amountsall remaining Available Cash on such Payment Date into the Cash Collateral Subaccount in accordance with Section 3.8 hereof. (db) The failure of Borrower or Manager to make all of the payments required under clauses (i) through (viix) of Section 2.2.3(a), or clauses (i3.11(a) through (v) of Section 2.2.3(b), or clause (i) through (v) of Section 2.2.3(c), above in full on each Payment Date shall constitute a an Event of Default under this Agreement. However; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Borrower Default. (c) Notwithstanding anything to prepay any unpaid Principal the contrary contained in this Section 3.11, after the occurrence and continuance of a Default or to pay any Accrued Interest under clause (vi) or (vii) an Event of Section 2.2.3Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment in such order and in such manner as Lender shall elect. .

Property Cash Flow Allocation. (a) Commencing on the Substantial Completion Date and continuing on each Payment Date thereafter through and including the Conversion DateApril 11, except during the continuance of an Event of Default, any Rents deposited into the Deposit Account or received by Borrower or Manager during the immediately preceding Interest Period shall be applied as follows in the following order of priority: (i) First, to pay any and all ground rents, if any, (ii) Second, to make required payments (if any) to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the interest due on such Payment Date (including, if applicable, interest at the Default Rate); (iv) Fourth, to make payments for Approved Operating Expenses; (v) Fifth, to make required payments (if any) to the Capital Reserve Fund; and (vi) Lastly, payments of any excess amounts to the Cash Collateral Subaccount. (b) Commencing on the first Payment Date after the Conversion Date 1998 and continuing on each Payment Date thereafter through and including the Optional Prepayment Date, except during the continuance of an Event of Default, any Rents received by Borrower or Manager (and, during after a Cash Management PeriodLockbox Event, Rents deposited into the Deposit Account) during the immediately preceding Interest Period shall be applied as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iiiii) ThirdSecond, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iviii) FourthThird, to make required payments to the Capital Reserve Fund; (iv) Fourth, to make required payments to the Rollover Reserve Fund; (v) Fifth, during after a Cash Management PeriodLockbox Event (unless and until a Lockbox Termination occurs), payments for Approved Operating Expenses; and (vi) Sixth, during a Cash Management Period, to make required payments for any working capital reserves in accordance with the Annual Budget to the Working Capital Subaccount; and (vii) Lastly, payments to Manager Borrower of any excess amounts. (cb) Commencing on the first Payment Date after the Optional Prepayment Date and continuing on each Payment Date thereafter until the entire Debt has been paid in full, except during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower or ManagerBorrower) during the immediately preceding Interest Period shall be applied by Lender as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iiiii) ThirdSecond, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iii) Third, to make required payments to the Capital Reserve Fund; (iv) Fourth, to make required payments to the Capital Rollover Reserve Fund; (v) Fifth, payments for Approved Operating Expenses; (vi) Sixth, payments to Lender to prepay the unpaid Principal until paid in full; (vii) Seventh, payments to Lender to be applied against Accrued Interest and interest accrued thereon; and (viii) Lastly, payments to Manager Borrower of any excess amounts. (dc) The failure of Borrower or Manager to make all of the payments required under clauses (i) through (viv) of Section 2.2.3(a), ) or clauses (ib) through (v) of Section 2.2.3(b), or clause (i) through (v) of Section 2.2.3(c), in full on each Payment Date shall constitute a Default under this Agreement. However, the failure of Borrower to prepay any unpaid Principal or to pay any Accrued Interest under clause (vi) or (vii) of Section 2.2.32.2.3(b) on a Payment Date as a result of insufficient Rents for such payment shall not constitute a Default hereunder. All Accrued Interest shall nonetheless be due and payable on the Maturity Date. (d) During the continuance of an Event of Default, Lender may, in its sole discretion, permit the application of Rents in the order of priority set forth in Section 2.2.3(b) or any other order, and to any portion or portions of the Debt, as Lender shall determine.

Property Cash Flow Allocation. (a) Commencing on the Substantial Completion Date December 11, ----------------------------- 1998 and continuing on each Payment Date thereafter through and including occurring prior to the Conversion Maturity Date, except during following the continuance acceleration of an Event all or any part of Defaultthe Debt, any Rents received by any Borrower and/or its Manager and, after a Cash Management Event, Rents with respect to such Borrower's Collateral Property deposited into the Deposit Account or received by Borrower or Manager during the immediately preceding Interest Period shall be applied as follows in the following order of priority: (i) First, to pay any and all ground rentsmake the monthly required payments of Ground Rent, if any, pertaining to such Borrower's Collateral Property (including, the payment to Lender of any sums required to be deposited into the Ground Rent Escrow Fund); (ii) Second, to make required payments (if any) to the Tax and Insurance Escrow FundFund required to be made by such Borrower; (iii) Third, during the continuance of a Cash Management Event, to pay the monthly portion of the Cash Management Fee due and payable by such Borrower; (iv) Fourth, to Lender to pay the interest due payment on such Payment Date Borrower's Allocated Note Amount required under Section 3.1.1 (includingb) (plus, if applicable, such Borrower's Allocable Share of interest at the Default RateRate and any other charges then due to Lender under the Loan Documents); (iv) Fourth, to make payments for Approved Operating Expenses; (v) Fifth, to make required payments (if any) to the Capital Reserve FundFund required to be made by (a) which are unpaid; and (vixi) Lastly, payments to such Borrower of any excess amounts unless a Cash Management Event has existed for 30 days or more, in which case all Rents remaining after application thereof pursuant to the preceding clause "Tenth" shall be paid into the Cash Collateral SubaccountFund. (b) Commencing on the first Payment Date after the Conversion Date and continuing on each Payment Date thereafter through and including the Optional Prepayment Date, except during the continuance of an Event of Default, any Rents received by Borrower or Manager (and, during a Cash Management Period, Rents deposited into the Deposit Account) during the immediately preceding Interest Period shall be applied as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments Subject to the Tax and Insurance Escrow Fund; (iii) Thirdprovisions of Section 3.1.2(b), to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, during a Cash Management Period, payments for Approved Operating Expenses; (vi) Sixth, during a Cash Management Period, to make required payments for any working capital reserves in accordance with the Annual Budget to the Working Capital Subaccount; and (vii) Lastly, payments to Manager failure of any excess amounts. (c) Commencing on the first Payment Date after the Optional Prepayment Date and continuing on each Payment Date thereafter until the entire Debt has been paid in full, except during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower or Manager) during the immediately preceding Interest Period shall be applied by Lender as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, payments for Approved Operating Expenses; (vi) Sixth, payments to Lender to prepay the unpaid Principal until paid in full; (vii) Seventh, payments to Lender to be applied against Accrued Interest and interest accrued thereon; and (viii) Lastly, payments to Manager of any excess amounts. (d) The failure of Borrower or Manager to make all of the payments required under clauses (i) through (viix) of Section 2.2.3(a), or clauses 3.1.3 (ia) through (v) of Section 2.2.3(b), or clause (i) through (v) of Section 2.2.3(c), in full on each Payment Date shall constitute a Default under this Agreement. However. (c) At any time after the Maturity Date or after the acceleration of all or any portion of the Debt, Lender may, in its sole discretion, permit the failure application of Borrower Rents in any order, and to prepay any unpaid Principal portion or to pay any Accrued Interest under clause (vi) or (vii) portions of Section 2.2.3the Debt, as Lender shall determine.

Property Cash Flow Allocation. (a) Commencing on the Substantial Completion Date and continuing on each Payment Date thereafter through and including the Conversion Date, except during the continuance of an Event of Default, any All Rents deposited into the Deposit Account or received by Borrower or Manager during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority: (i) First, to pay any and all ground rents, if any, (ii) Second, to make required payments (if any) to into the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the interest due on such Payment Date (including, if applicable, interest at the Default Rate); (iv) Fourth, to make payments for Approved Operating Expenses; (v) Fifth, to make Subaccount as required payments (if any) to the Capital Reserve Fund; and (vi) Lastly, payments of any excess amounts to the Cash Collateral Subaccount. (b) Commencing on the first Payment Date after the Conversion Date and continuing on each Payment Date thereafter through and including the Optional Prepayment Date, except during the continuance of an Event of Default, any Rents received by Borrower or Manager (and, during a Cash Management Period, Rents deposited into the Deposit Account) during the immediately preceding Interest Period shall be applied as follows in the following order of priority: (i) First, to pay any and all ground rents, if anyunder Section 3.3; (ii) Second, to make required payments to pay the Tax and Insurance Escrow Fundmonthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement; (iii) Third, to Lender to pay the Monthly Interest Payment Amount or the Monthly Debt Service Payment Amount Amount, as the case may be, due on such Payment Date (plus, if applicable, interest at the Default RateRate and all other amounts, other than those described under other clauses of this Section 3.11(a), then due to Lender under the Loan Documents); (iv) Fourth, to make required payments to into the Capital Reserve FundSubaccount as and when required under Section 3.4; (v) Fifth, during a Cash Management Period, to make payments for Approved Operating Expensesinto the Rollover Reserve Subaccount as and when required under Section 3.5; (vi) Sixth, during the continuance of a Cash Management Trap Period, to make required payments for any working capital reserves in accordance with the Annual Budget to the Working Capital SubaccountApproved Operating Expenses as required under Section 3.6; and (vii) Lastly, payments to Manager of any excess amounts. (c) Commencing on the first Payment Date after the Optional Prepayment Date and continuing on each Payment Date thereafter until the entire Debt has been paid in full, except Seventh during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower or Manager) during the immediately preceding Interest Period shall be applied by Lender as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Seconda Cash Trap Period, to make required payments in an amount equal to all remaining Available Cash on such Payment Date into the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, payments for Approved Operating Expenses; (vi) Sixth, payments to Lender to prepay the unpaid Principal until paid Cash Collateral Subaccount in full; (vii) Seventh, payments to Lender to be applied against Accrued Interest and interest accrued thereonaccordance with Section 3.9; and (viii) Lastly, except during the continuance of a Cash Trap Period, payments to Manager Borrowers of any excess remaining amounts. Notwithstanding the foregoing, except during the continuance of a Cash Trap Period provided that in any given Interest Period, all amounts referred to in the foregoing clauses (i) - (v) have been paid, then at Borrowers' request, the payments to Borrowers under the foregoing clause (viii) shall be made on a weekly basis. (db) The failure of Borrower or Manager Borrowers to make all of the payments required under clauses (i) through (vivii) of Section 2.2.3(a), or clauses (i3.11(a) through (v) of Section 2.2.3(b), or clause (i) through (v) of Section 2.2.3(c), in full on each Payment Date shall constitute a an Event of Default under this Agreement. However; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Borrower Default. (c) Notwithstanding anything to prepay any unpaid Principal or to pay any Accrued Interest under clause (vi) or (vii) the contrary contained in this Section 3.11, after the occurrence of Section 2.2.3an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment in such order and in such manner as Lender shall elect.

Property Cash Flow Allocation. (a) Commencing on the Substantial Completion Date and continuing on each Payment Date thereafter through and including the Conversion Date, except during the continuance of an Event of DefaultDuring any Cash Management Period, any Rents deposited into the Deposit Account or received by Borrower or Manager during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority: (i) First, to pay any and all ground rents, if any, (ii) Second, to make required payments (if any) to into the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the interest due on such Payment Date (including, if applicable, interest at the Default Rate); (iv) Fourth, to make payments for Approved Operating Expenses; (v) Fifth, to make Subaccount as required payments (if any) to the Capital Reserve Fund; and (vi) Lastly, payments of any excess amounts to the Cash Collateral Subaccount. (b) Commencing on the first Payment Date after the Conversion Date and continuing on each Payment Date thereafter through and including the Optional Prepayment Date, except during the continuance of an Event of Default, any Rents received by Borrower or Manager (and, during a Cash Management Period, Rents deposited into the Deposit Account) during the immediately preceding Interest Period shall be applied as follows in the following order of priority: (i) First, to pay any and all ground rents, if anyunder Section 3.3; (ii) Second, to make required payments to pay the Tax and Insurance Escrow Fund; monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement, (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount due on such Payment Date (plus, if applicable, interest at the Default RateRate and all other amounts, other than those described under other clauses of this Section 3.10(a), then due to Lender under the Loan Documents), which payments shall be made into a Subaccount (the “Monthly Debt Service Subaccount”) to be established for such purpose under the Deposit Account Agreement; (iv) Fourth, to make required payments to into the Capital Reserve FundSubaccount as required under Section 3.4; (v) Fifth, during a Cash Management Period, to make payments for Approved Operating Expensesinto the Rollover Reserve Subaccount as required under Section 3.5; (vi) Sixth, during a Cash Management Period, to make required payments for any working capital reserves in accordance with the Annual Budget to the Working Capital Subaccount; and (vii) Lastly, payments to Manager of any excess amounts. (c) Commencing on the first Payment Date after the Optional Prepayment Date and continuing on each Payment Date thereafter until the entire Debt has been paid in full, except during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower or Manager) during the immediately preceding Interest Period shall be applied by Lender as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, payments for Approved Operating Expenses; (vi) Sixth, payments to Lender to prepay the unpaid Principal until paid in fullExpenses as required under Section 3.6; (vii) Seventh, payments after the consummation of a Secondary Market Transaction, to Lender to be applied against Accrued Interest and interest accrued thereonpay the pro rata portion of the expenses described in Section 9; and (viii) Lastly, payments to Manager Borrower of any excess amounts. (db) The failure of Borrower or Manager to make all of the payments required under clauses (i) through (vivii) of Section 2.2.3(a), or clauses (i3.10(a) through (v) of Section 2.2.3(b), or clause (i) through (v) of Section 2.2.3(c), in full on each Payment Date shall constitute a an Event of Default under this Agreement. However. (c) Notwithstanding anything to the contrary contained in this Section 3.10, after the failure occurrence of Borrower to prepay any unpaid Principal a Default or to pay any Accrued Interest under clause (vi) or (vii) an Event of Section 2.2.3Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment in such order and in such manner as Lender shall elect.

Property Cash Flow Allocation. (a) Commencing on the Substantial Completion Date and continuing on each Payment Date thereafter through and including the Conversion Date, except during the continuance of an Event of Default, any All Rents deposited into the Deposit Account or received by Borrower or Manager during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority: (i) First, to pay any and all ground rents, if any, (ii) Second, to make required payments (if any) to into the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the interest due on such Payment Date (including, if applicable, interest at the Default Rate); (iv) Fourth, to make payments for Approved Operating Expenses; (v) Fifth, to make Subaccount as required payments (if any) to the Capital Reserve Fund; and (vi) Lastly, payments of any excess amounts to the Cash Collateral Subaccount. (b) Commencing on the first Payment Date after the Conversion Date and continuing on each Payment Date thereafter through and including the Optional Prepayment Date, except during the continuance of an Event of Default, any Rents received by Borrower or Manager (and, during a Cash Management Period, Rents deposited into the Deposit Account) during the immediately preceding Interest Period shall be applied as follows in the following order of priority: (i) First, to pay any and all ground rents, if anyunder Section 3.3; (ii) Second, to make required payments to pay the Tax and Insurance Escrow Fundmonthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement; (iii) Third, to Lender to pay the Monthly Interest Payment Amount or the Monthly Debt Service Payment Amount Amount, as the case may be, due on such Payment Date (plus, if applicable, interest at the Default RateRate and all other amounts, other than those described under other clauses of this Section 3.11(a), then due to Lender under the Loan Documents); (iv) Fourth, to make required payments to into the Capital Reserve FundSubaccount as and when required under Section 3.4; (v) Fifth, during a Cash Management Period, to make payments for Approved Operating Expensesinto the Rollover Reserve Subaccount as and when required under Section 3.5; (vi) Sixth, during the continuance of a Cash Management Trap Period, to make required payments for any working capital reserves in accordance with the Annual Budget to the Working Capital Subaccount; and (vii) Lastly, payments to Manager of any excess amounts. (c) Commencing on the first Payment Date after the Optional Prepayment Date and continuing on each Payment Date thereafter until the entire Debt has been paid in full, except during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower or Manager) during the immediately preceding Interest Period shall be applied by Lender as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, payments for Approved Operating Expenses; (vi) Sixth, payments to Lender to prepay the unpaid Principal until paid in fullExpenses as required under Section 3.6; (vii) Seventh, during the continuance of a Cash Trap Period, to make payments in an amount equal to Lender to be applied against Accrued Interest and interest accrued thereonall remaining Available Cash on such Payment Date into the Cash Collateral Subaccount in accordance with Section 3.9; and (viii) Lastly, except during the continuance of a Cash Trap Period, payments to Manager Borrower of any excess remaining amounts. Notwithstanding the foregoing, except during the continuance of a Cash Trap Period, provided that in any given Interest Period, all amounts referred to in the foregoing clauses (i) - (v) have been paid, then at Borrower's request, the payments to Borrower under the foregoing clause (viii) shall be made on a weekly basis. (db) The failure of Borrower or Manager to make all of the payments required under clauses (i) through (vivii) of Section 2.2.3(a), or clauses (i3.11(a) through (v) of Section 2.2.3(b), or clause (i) through (v) of Section 2.2.3(c), in full on each Payment Date shall constitute a an Event of Default under this Agreement. However; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Borrower Default. (c) Notwithstanding anything to prepay any unpaid Principal or to pay any Accrued Interest under clause (vi) or (vii) the contrary contained in this Section 3.11, after the occurrence of Section 2.2.3an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment in such order and in such manner as Lender shall elect.

Property Cash Flow Allocation. (a) Commencing on the Substantial Completion Date April 11, 1997 and continuing on each Payment Date thereafter through and including the Conversion Optional Prepayment Date, except during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower or Manager Borrower) during the immediately preceding Interest Period calendar month shall be applied by Lender as follows in the following order of priority: : (i) First, to pay any and all ground rents, if any, (ii) Second, to make required payments (if any) to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the interest due on such Payment Date (including, if applicable, interest at the Default Rate); (iv) Fourth, to make payments for Approved Operating Expenses; (v) Fifth, to make required payments (if any) to the Capital Reserve Fund; and (vi) Lastly, payments of any excess amounts to the Cash Collateral Subaccount. (b) Commencing on the first Payment Date after the Conversion Date and continuing on each Payment Date thereafter through and including the Optional Prepayment Date, except during the continuance of an Event of Default, any Rents received by Borrower or Manager (and, during a Cash Management Period, Rents deposited into the Deposit Account) during the immediately preceding Interest Period shall be applied as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; ; (ii) Second, to Lender to pay interest only on the Loan up to and including the March 11, 1999 Payment Date, and the Monthly Debt Service Payment Amount on each Payment Date thereafter (plus, if applicable, interest at the Default Rate); (iii) Third, to make required payments to the Capital Reserve Fund; (iv) Fourth, payments for Approved Operating Expenses for any Property for which there is no Operating Lease; and (v) Lastly, payments to (or for the account of) Borrower of any excess amounts. (b) Commencing on the first Payment Date occurring after the Optional Prepayment Date and continuing on each Payment Date thereafter until the entire Debt has been paid in full, and at any time during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower) during the immediately preceding calendar month shall be applied by Lender as follows in the following order of priority: (i) First to make required payments to the Tax and Insurance Escrow Fund; (ii) Second, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); ; (iviii) FourthThird, to make required payments to the Capital Reserve Fund; ; (viv) Fifth, during a Cash Management PeriodFourth, payments for Approved Operating Expenses; (vi) Sixth, during a Cash Management Period, to make required payments Expenses for any working capital reserves in accordance with the Annual Budget to the Working Capital Subaccount; and (vii) Lastly, payments to Manager of any excess amounts.Property for which there is no Operating Lease; (c) Commencing on the first Payment Date after the Optional Prepayment Date and continuing on each Payment Date thereafter until the entire Debt has been paid in full, except during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower or Manager) during the immediately preceding Interest Period shall be applied by Lender as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, payments for Approved Operating Expenses; (vi) Sixth, payments to Lender to prepay the unpaid Principal outstanding principal balance under the Note until paid in full; ; (viivi) SeventhSixth, payments to Lender to be applied against Accrued Interest and interest accrued thereon; and and (viiivii) Lastly, payments to Manager Borrower of any excess amounts. (d) The . Notwithstanding anything herein to the contrary, the failure of Borrower or Manager to make all of the payments required under clauses (i) through (viiv) of Section 2.2.3(a), or clauses (i) through (v) of Section 2.2.3(b), or clause (i) through (v) of Section 2.2.3(c), above in full on each Payment Date after the Optional Prepayment Date shall constitute a Default under this Agreement. However, the failure of Borrower to prepay any unpaid Principal principal amount outstanding or to pay any Accrued Interest under clause (vi) or (vii) on a Payment Date as a result of Section 2.2.3insufficient Rents for such payment shall not constitute a Default hereunder. All Accrued Interest shall nonetheless be due and payable on the Maturity Date.

Property Cash Flow Allocation. (a) Commencing on the Substantial Completion Date and continuing on each Payment Date thereafter through and including the Conversion Date, except during the continuance of an Event of Default, any All Rents deposited into the Deposit Account or received by Borrower or Manager during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority: (i) First, to pay any and all ground rents, if any, (ii) Second, to make required payments (if any) to into the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the interest due on such Payment Date (including, if applicable, interest at the Default Rate); (iv) Fourth, to make payments for Approved Operating Expenses; (v) Fifth, to make Subaccount as required payments (if any) to the Capital Reserve Fund; and (vi) Lastly, payments of any excess amounts to the Cash Collateral Subaccount. (b) Commencing on the first Payment Date after the Conversion Date and continuing on each Payment Date thereafter through and including the Optional Prepayment Date, except during the continuance of an Event of Default, any Rents received by Borrower or Manager (and, during a Cash Management Period, Rents deposited into the Deposit Account) during the immediately preceding Interest Period shall be applied as follows in the following order of priority: (i) First, to pay any and all ground rents, if anyunder Section 3.3; (ii) Second, to make required payments to pay the Tax and Insurance Escrow Fundmonthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount due on such Payment Date (plus, if applicable, interest at the Default RateRate and all other amounts, other than those described under other clauses of this Section 3.11(a), then due to Lender under the Loan Documents); (iv) Fourth, to make required payments to into the Capital Reserve FundSubaccount if and when required under Section 3.4; (v) Fifth, during a Cash Management Period, to make payments for Approved Operating Expensesinto the Rollover Reserve Subaccount if and when required under Section 3.5; (vi) Sixth, during the continuance of a Cash Management Trap Period, to make required payments for any working capital reserves Approved Operating Expenses as required under Section 3.6; (vii) Seventh, during the continuance of a Cash Trap Period, to make payments in an amount equal to all remaining Available Cash on such Payment Date into the Cash Collateral Subaccount in accordance with Section 3.9; (viii) Eighth, during the Annual Budget continuance of a Xxxxxxxxx-Xxxxxxx Sweep Period (provided no other Cash Trap Period is then continuing), to make payments in an amount equal to all remaining Available Cash on such Payment Date into the Working Capital SubaccountXxxxxxxxx-Xxxxxxx Reserve Subaccount as required under SECTION 3.5.2 hereof; and (viiix) Lastly, payments to Manager of any excess amounts. (c) Commencing on the first Payment Date after the Optional Prepayment Date and continuing on each Payment Date thereafter until the entire Debt has been paid in full, except during the continuance of an Event a Cash Trap Period, payments to Borrowers of Defaultany remaining amounts. Notwithstanding the foregoing, any Rents deposited into the Deposit Account (or otherwise received by Borrower or Manager) except during the immediately preceding continuance of a Cash Trap Period, provided that in any given Interest Period shall be applied by Lender as follows Period, all amounts referred to in the following order of priority: foregoing clauses (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iv) Fourth, to make required payments to the Capital Reserve Fund; - (v) Fifthhave been paid, payments for Approved Operating Expenses; (vi) Sixththen at Borrowers' request, the payments to Lender to prepay Borrowers under the unpaid Principal until paid in full; foregoing clause (viiix) Seventh, payments to Lender to shall be applied against Accrued Interest and interest accrued thereon; and (viii) Lastly, payments to Manager of any excess amountsmade on a weekly basis. (db) The failure of Borrower or Manager Borrowers to make all of the payments required under clauses (i) through (viviii) of Section 2.2.3(a), or clauses (i3.11(a) through (v) of Section 2.2.3(b), or clause (i) through (v) of Section 2.2.3(c), in full on each Payment Date shall constitute a an Event of Default under this Agreement. However; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Borrower Default. (c) Notwithstanding anything to prepay any unpaid Principal or to pay any Accrued Interest under clause (vi) or (vii) the contrary contained in this Section 3.11, after the occurrence of Section 2.2.3an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment in such order and in such manner as Lender shall elect.

Property Cash Flow Allocation. (a) Commencing on the Substantial Completion Date and continuing on each Payment Date thereafter through and including the Conversion DateDuring any Cash Management Period, except during the continuance of an Event of Default, any all Rents deposited into the Deposit Account or received by Borrower or Manager during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority: : (i) First, to pay any make payments into the Tax and all ground rents, if any, Insurance Subaccount as required under Section 3.3 hereof; (ii) Second, to make required payments (if any) to pay the Tax and Insurance Escrow Fund; monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement; (iii) Third, to Lender to pay the interest due on such Payment Date (including, if applicable, interest at the Default Rate); make payments for Utility Expenses as required under Section 3.6 hereof; (iv) Fourth, to make payments for Approved Operating Expenses; (v) Fifth, to make required payments (if any) to the Capital Reserve Fund; and (vi) Lastly, payments of any excess amounts to the Cash Collateral Subaccount. (b) Commencing on the first Payment Date after the Conversion Date and continuing on each Payment Date thereafter through and including the Optional Prepayment Date, except during the continuance of an Event of Default, any Rents received by Borrower or Manager (and, during a Cash Management Period, Rents deposited into the Deposit Account) during the immediately preceding Interest Period shall be applied as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount or the Monthly Interest Payment Amount, as the case may be, due on such Payment Date (plus, if applicable, interest at the Default RateRate and all other amounts, other than those described under other clauses of this Section 3.11(a); (iv) Fourth, then due to make required payments to Lender under the Capital Reserve Fund; Loan Documents); (v) Fifth, during a Cash Management Period, to make payments for Approved Operating Expenses (other than Utility Expenses; ) as required under Section 3.6 hereof; (vi) Sixth, during a Cash Management Period, to make required payments for any working capital reserves in accordance with the Annual Budget to the Working Capital Subaccount; and (vii) Lastly, payments to Manager of any excess amounts. (c) Commencing on the first Payment Date after the Optional Prepayment Date and continuing on each Payment Date thereafter until the entire Debt has been paid in full, except during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower or Manager) during the immediately preceding Interest Period shall be applied by Lender as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, payments for Approved Operating Expenses; (vi) Sixth, payments to Lender to prepay the unpaid Principal until paid in full; Subaccount as required under Section 3.4 hereof; (vii) Seventh, to make Ongoing Rollover Deposit payments to Lender to be applied against Accrued Interest and interest accrued thereon(if any) into the Rollover Reserve Subaccount as required under Section 3.5.1 hereof; and and (viii) Lastly, (A) during the continuance of a Cash Management Period triggered solely a result of a Lease Sweep Period, to make payments in an amount equal to Manager of any excess amountsall Available Cash on such Payment Date into the Special Rollover Reserve Subaccount in accordance with Section 3.5.2 hereof; or (B) to make payments in an amount equal to all Available Cash on such Payment Date into the Cash Collateral Subaccount in accordance with Section 3.9 hereof. (db) The failure of Borrower or Manager to make all of the payments required under clauses (i) through (viviii) of Section 2.2.3(a), or clauses (i3.11(a) through (v) of Section 2.2.3(b), or clause (i) through (v) of Section 2.2.3(c), above in full on each Payment Date shall constitute a an Event of Default under this Agreement. However; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Borrower Default. (c) Notwithstanding anything to prepay any unpaid Principal or to pay any Accrued Interest under clause (vi) or (vii) the contrary contained in this Section 3.11, after the occurrence of Section 2.2.3an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment in such order and in such manner as Lender shall elect.

Property Cash Flow Allocation. (a) Commencing on Upon the Substantial Completion Date occurrence of a Cash Management Event and continuing on each Payment Date thereafter through occurring prior to the earlier to occur of (x) the first Cash Management Termination to occur following the Cash Management Event during the term of the Loan and including (y) with respect to any Cash Management Event to occur thereafter, the Conversion Maturity Date, except during following the continuance acceleration of an Event all or any part of Defaultthe Debt, any all Rents deposited into with respect to the Deposit Account or received by Borrower or Manager during the immediately preceding Interest Period Collateral Property shall be applied as follows on a daily basis in the following order of priority: (i) First, to pay make the required payment of any and all ground rents, if anysums required to be deposited into the Ground Rent Escrow Fund under Section 4.6.1, (ii) Second, to make required payments (if any) to the Tax and Insurance Escrow FundFund if, and to the extent, required to be made by Borrower under Section 4.3 hereof; (iii) Third, to Lender to pay the interest monthly portion of the Cash Management Fee due on such Payment Date (including, if applicable, interest at the Default Rate)and payable by Borrower; (iv) Fourth, to make payments for Approved Operating Expenses; (v) Fifth, to make required payments (if any) to the Capital Reserve Fund; and (vi) Lastly, payments of any excess amounts to the Cash Collateral Subaccount. (b) Commencing on the first Payment Date after the Conversion Date and continuing on each Payment Date thereafter through and including the Optional Prepayment Date, except during the continuance of an Event of Default, any Rents received by Borrower or Manager (and, during a Cash Management Period, Rents deposited into the Deposit Account) during the immediately preceding Interest Period shall be applied as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount interest payment and principal payment required under Section 3.1.2 (plus, if applicable, interest at the Default RateRate and any other charges then due to Lender under the Loan Documents); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, during a Cash Management Period, to Borrower to make payments for Approved Operating ExpensesExpenses pertaining to the Collateral Property; (vi) Sixth, during a Cash Management Period, to make required payments for any working capital reserves in accordance with the Annual Budget to the Working Capital SubaccountReplacement and Rollover Reserve Fund if, and to the extent, required to be made by Borrower; and (vii) Lastly, payments to Manager Borrower of any excess amountsamounts unless an Event of Default has occurred and is then continuing. (cb) Commencing on the first Payment Date after the Optional Prepayment Date and continuing on each Payment Date thereafter until the entire Debt has been paid in full, except during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower or Manager) during the immediately preceding Interest Period shall be applied by Lender as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments Subject to the Tax and Insurance Escrow Fund; (iii) Thirdprovisions of the Cash Management Agreement, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, payments for Approved Operating Expenses; (vi) Sixth, payments to Lender to prepay the unpaid Principal until paid in full; (vii) Seventh, payments to Lender to be applied against Accrued Interest and interest accrued thereon; and (viii) Lastly, payments to Manager failure of any excess amounts. (d) The failure of Borrower or Manager to make all of the payments required under clauses (i) through (vi) of Section 2.2.3(a), or clauses 3.1.5 (ia) through (v) of Section 2.2.3(b), or clause (i) through (v) of Section 2.2.3(c), in full on each Payment Date shall constitute a an Event of Default under this Agreement. However. (c) At any time after the Maturity Date or after the acceleration of all or any portion of the Debt, Lender may, in its sole discretion, permit the failure application of Borrower Rents in any order, and to prepay any unpaid Principal portion or to pay any Accrued Interest under clause (vi) or (vii) portions of Section 2.2.3the Debt, as Lender shall determine.

Property Cash Flow Allocation. (ai) Commencing on the Substantial Completion Date and continuing on each Payment Date thereafter through and including the Conversion DateDuring any Cash Management Period, except during the continuance of an Event of Default, any all Rents deposited into the Deposit Account or received by Borrower or Manager during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority: (i) First, to pay any make payments into the Tax and all ground rents, if any, Insurance Subaccount as required under paragraph (d) of this Section 25; (ii) Second, to make required payments (if any) to pay the Tax and Insurance Escrow Fundmonthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement; (iii) Third, to Lender to pay the principal and interest due under the Note on such Payment Date (includingplus, if applicable, interest at the Default RateRate and all other amounts, other than those described under other clauses of this paragraph (l) of this Section 25, then due to Lender under the Loan Documents); (iv) Fourth, to make payments for Approved Operating Expensesinto the Capital Reserve Subaccount as required under paragraph (e) of this Section 25; (v) Fifth, to make required payments (if any) to the Capital Reserve Fund; and (vi) Lastly, payments of any excess amounts to the Cash Collateral Subaccount. (b) Commencing on the first Payment Date after the Conversion Date and continuing on each Payment Date thereafter through and including the Optional Prepayment Date, except during the continuance of an Event of Default, any Rents received by Borrower or Manager (and, during a Cash Management Period, Rents deposited into the Deposit Account) during the immediately preceding Interest Period shall be applied as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, during a Cash Management Period, payments for Approved Operating ExpensesExpenses as required under paragraph (g) of this Section 25; (vi) Sixth, during the continuance of a Rollover Sweep Period (and if no other Cash Management Period, Period is then continuing) to make payments in an amount equal to all remaining Available Cash on such Payment Date into the Rollover Reserve Subaccount as required payments for any working capital reserves in accordance with the Annual Budget to the Working Capital Subaccountunder paragraph (f) of this Section 25; and (vii) Lastly, payments to Manager of any excess amounts. (c) Commencing on the first Payment Date after the Optional Prepayment Date and continuing on each Payment Date thereafter until the entire Debt has been paid in full, except during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower or Manager) during the immediately preceding Interest a Cash Management Period shall be applied by Lender as follows described in the following order of priority: clauses (i) First), to pay any and all ground rents, if any; (ii) Secondor (iii) of the defined term "Cash Management Period", to make required payments in an amount equal to all remaining Available Cash on such Payment Date into the Tax and Insurance Escrow Fund; Cash Collateral Subaccount in accordance with paragraph (iiij) Third, to Lender to pay of this Section 25. Upon the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, payments for Approved Operating Expenses; (vi) Sixth, payments to Lender to prepay the unpaid Principal until paid in full; (vii) Seventh, payments to Lender to be applied against Accrued Interest and interest accrued thereon; and (viii) Lastly, payments to Manager termination of any excess amountsCash Management Period, provided no Event of Default is then continuing, any funds in the Operating Expense Subaccount and not previously disbursed or applied shall be fully disbursed to Borrower. (dii) The failure of Borrower or Manager to make all of the payments required under clauses (i) through (vivii) of Section 2.2.3(a), or clauses paragraph (i) through (v) of Section 2.2.3(b), or clause (i) through (v) of Section 2.2.3(c), above in full on each Payment Date shall constitute a an Event of Default under this Agreement. HoweverInstrument; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Borrower Default. Notwithstanding anything to prepay any unpaid Principal or to pay any Accrued Interest under clause (vi) or (vii) the contrary contained in this Section 25, after the occurrence and during the continuance of Section 2.2.3an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment in such order and in such manner as Lender shall elect.

Property Cash Flow Allocation. (ai) Commencing on the Substantial Completion Date and continuing on each Payment Date thereafter through and including the Conversion DateDuring any Cash Management Period, except during the continuance of an Event of Default, any all Rents deposited into the Deposit Account or received by Borrower or Manager during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority: (i) First, to pay any make payments into the Tax and all ground rents, if any, Insurance Subaccount as required under paragraph (d) of this Section 25; (ii) Second, to make required payments (if any) to pay the Tax and Insurance Escrow Fundmonthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement; (iii) Third, to Lender to pay the principal and interest due under the Note on such Payment Date (includingplus, if applicable, interest at the Default RateRate and all other amounts, other than those described under other clauses of this paragraph (1) of this Section 25, then due to Lender under the Loan Documents); (iv) Fourth, to make payments for Approved Operating Expensesinto the Capital Reserve Subaccount as required under paragraph (e) of this Section 25; (v) Fifth, to make required payments (if any) to the Capital Reserve Fund; and (vi) Lastly, payments of any excess amounts to the Cash Collateral Subaccount. (b) Commencing on the first Monthly Rollover Payment Date after the Conversion Date and continuing on each Payment Date thereafter through and including the Optional Prepayment Date, except during the continuance of an Event of Default, any Rents received by Borrower or Manager (and, during a Cash Management Period, Rents deposited into the Deposit AccountRollover Reserve Subaccount, as required under paragraph (f) during the immediately preceding Interest Period shall be applied as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, during a Cash Management Period, payments for Approved Operating Expensesthis Section 25; (vi) Sixth, during a Cash Management Period, to make required payments for any working capital reserves in accordance with the Annual Budget to the Working Capital Subaccount; and (vii) Lastly, payments to Manager of any excess amounts. (c) Commencing on the first Payment Date after the Optional Prepayment Date and continuing on each Payment Date thereafter until the entire Debt has been paid in full, except during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower or Manager) during the immediately preceding Interest Period shall be applied by Lender as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, payments for Approved Operating Expenses; Expenses as required under paragraph (vig) Sixth, payments to Lender to prepay the unpaid Principal until paid in fullof this Section 25; (vii) Seventh, during the continuance of a Rollover Sweep Period (and if no other Cash Management Period is then continuing) to make payments in an amount equal to Lender to be applied against Accrued Interest and interest accrued thereonall remaining Available Cash on such Payment Date into the Rollover Reserve Subaccount as required under paragraph (f) of this Section 25; and (viii) Lastly, during the continuance of a Cash Management Period described in clauses (i), (ii) or (iii) of the defined term "Cash Management Period", to make payments in an amount equal to Manager all remaining Available Cash on such Payment Date into the Cash Collateral Subaccount in accordance with paragraph (j) of this Section 25. Upon the termination of any excess amountsCash Management Period, provided no Event of Default is then continuing, any funds in the Operating Expense Subaccount and not previously disbursed or applied shall be fully disbursed to Borrower. (dii) The failure of Borrower or Manager to make all of the payments required under clauses (i) through (viviii) of Section 2.2.3(a), or clauses paragraph (i) through (v) of Section 2.2.3(b), or clause (i) through (v) of Section 2.2.3(c), above in full on each Payment Date shall constitute a an Event of Default under this Agreement. HoweverInstrument; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Borrower Default. Notwithstanding anything to prepay any unpaid Principal or to pay any Accrued Interest under clause (vi) or (vii) the contrary contained in this Section 25, after the occurrence and during the continuance of Section 2.2.3an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment in such order and in such manner as Lender shall elect.

Property Cash Flow Allocation. (ai) Commencing on the Substantial Completion Date and continuing on each Payment Date thereafter through and including the Conversion DateDuring any Cash Management Period, except during the continuance of an Event of Default, any all Rents deposited into the Deposit Account or received by Borrower or Manager during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority: (i) First, to pay any make payments into the Tax and all ground rents, if any, Insurance Subaccount as required under paragraph (d) of this Section 25; (ii) Second, to make required payments (if any) to pay the Tax and Insurance Escrow Fundmonthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement; (iii) Third, to Lender to pay the principal and interest due under the Note on such Payment Date (includingplus, if applicable, interest at the Default RateRate and all other amounts, other than those described under other clauses of this paragraph (l) of this Section 25, then due to Lender under the Loan Documents); (iv) Fourth, to make payments for Approved Operating Expensesinto the Capital Reserve Subaccount as required under paragraph (e) of this Section 25; (v) Fifth, to make required payments (if any) to the Capital Reserve Fund; and (vi) Lastly, payments of any excess amounts to the Cash Collateral Subaccount. (b) Commencing on the first Monthly Rollover Payment Date after the Conversion Date and continuing on each Payment Date thereafter through and including the Optional Prepayment Date, except during the continuance of an Event of Default, any Rents received by Borrower or Manager (and, during a Cash Management Period, Rents deposited into the Deposit AccountRollover Reserve Subaccount, as required under paragraph (f) during the immediately preceding Interest Period shall be applied as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, during a Cash Management Period, payments for Approved Operating Expensesthis Section 25; (vi) Sixth, during a Cash Management Period, to make required payments for any working capital reserves in accordance with the Annual Budget to the Working Capital Subaccount; and (vii) Lastly, payments to Manager of any excess amounts. (c) Commencing on the first Payment Date after the Optional Prepayment Date and continuing on each Payment Date thereafter until the entire Debt has been paid in full, except during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower or Manager) during the immediately preceding Interest Period shall be applied by Lender as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, payments for Approved Operating Expenses; Expenses as required under paragraph (vig) Sixth, payments to Lender to prepay the unpaid Principal until paid in fullof this Section 25; (vii) Seventh, during the continuance of a Rollover Sweep Period (and if no other Cash Management Period is then continuing) to make payments in an amount equal to Lender to be applied against Accrued Interest and interest accrued thereonall remaining Available Cash on such Payment Date into the Rollover Reserve Subaccount as required under paragraph (f) of this Section 25; and (viii) Lastly, during the continuance of a Cash Management Period described in clauses (i), (ii) or (iii) of the defined term "Cash Management Period", to make payments in an amount equal to Manager all remaining Available Cash on such Payment Date into the Cash Collateral Subaccount in accordance with paragraph (j) of this Section 25. Upon the termination of any excess amountsCash Management Period, provided no Event of Default is then continuing, any funds in the Operating Expense Subaccount and not previously disbursed or applied shall be fully disbursed to Borrower. (dii) The failure of Borrower or Manager to make all of the payments required under clauses (i) through (viviii) of Section 2.2.3(a), or clauses paragraph (i) through (v) of Section 2.2.3(b), or clause (i) through (v) of Section 2.2.3(c), above in full on each Payment Date shall constitute a an Event of Default under this Agreement. HoweverInstrument; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Borrower Default. Notwithstanding anything to prepay any unpaid Principal or to pay any Accrued Interest under clause (vi) or (vii) the contrary contained in this Section 25, after the occurrence and during the continuance of Section 2.2.3an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment in such order and in such manner as Lender shall elect.

Property Cash Flow Allocation. . (a) Commencing on the Substantial Completion Date and continuing on each Payment Date thereafter through and including the Conversion DateDuring any Cash Management Period, except during the continuance of an Event of Default, any all Rents deposited into the Deposit Account or received by Borrower or Manager during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority: (i) First, to pay any make payments into the Tax and all ground rents, if any, Insurance Subaccount as required under Section 3.3 hereof; (ii) Second, to make required payments (if any) to the Tax and Insurance Escrow Fund[intentionally omitted]; (iii) Third, to Lender to pay the interest due on such Payment Date (including, if applicable, interest at monthly portion of the Default Rate)fees charged by the Deposit Bank in accordance with the Cash Management Agreement; (iv) Fourth, to make payments for Approved Operating Expenses; (v) Fifth, to make required payments (if any) to the Capital Reserve Fund; and (vi) Lastly, payments of any excess amounts to the Cash Collateral Subaccount. (b) Commencing on the first Payment Date after the Conversion Date and continuing on each Payment Date thereafter through and including the Optional Prepayment Date, except during the continuance of an Event of Default, any Rents received by Borrower or Manager (and, during a Cash Management Period, Rents deposited into the Deposit Account) during the immediately preceding Interest Period shall be applied as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount due on such Payment Date (plus, if applicable, interest at the Default RateRate and all other amounts, other than those described under other clauses of this Section 3.11(a); (iv) Fourth, then due to make required payments to Lender under the Capital Reserve FundLoan Documents); (v) Fifth, during a Cash Management Periodto make payments into the Capital Reserve Subaccount if, payments for Approved Operating Expensesand as, required under Section 3.4 hereof; (vi) Sixth, during a Cash Management Period, to make required payments for any working capital reserves in accordance with the Annual Budget to the Working Capital Subaccount; and (vii) Lastly, payments to Manager of any excess amounts. (c) Commencing on the first Payment Date after the Optional Prepayment Date and continuing on each Payment Date thereafter until the entire Debt has been paid in full, except during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower or Manager) during the immediately preceding Interest Period shall be applied by Lender as follows in the following order of priority: (i) FirstRollover Reserve Subaccount if, to pay any and all ground rentsas, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, payments for Approved Operating Expenses; (vi) Sixth, payments to Lender to prepay the unpaid Principal until paid in fullunder Section 3.5 hereof; (vii) Seventh, payments to Lender Borrower the monthly amount set forth in the Approved Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month, plus the amount for Budget Variances (as defined in the Cash Management Agreement); (viii) Eighth, after the consummation of a Securitization, to be applied against Accrued Interest and interest accrued thereonpay the pro rata portion of the expenses described in Section 9.1.4 hereof; and (viiiix) Lastly, to make payments in an amount equal to Manager of any excess amountsall remaining Available Cash on such Payment Date into the Cash Collateral Subaccount in accordance with Section 3.8 hereof. (db) The failure of Borrower or Manager to make all of the payments required under clauses (i) through (viix) of Section 2.2.3(a), or clauses (i3.11(a) through (v) of Section 2.2.3(b), or clause (i) through (v) of Section 2.2.3(c), above in full on each Payment Date shall constitute a an Event of Default under this Agreement. However; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Borrower Default. (c) Notwithstanding anything to prepay any unpaid Principal the contrary contained in this Section 3.11, after the occurrence and continuance of a Default or to pay any Accrued Interest under clause (vi) or (vii) an Event of Section 2.2.3Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment in such order and in such manner as Lender shall elect. .

Property Cash Flow Allocation. (a) Commencing on All Rents and any other funds deposited into the Substantial Completion Date OT Deposit Account or the Borrower Deposit Account during the current Interest Period or any prior Interest Periods as required by this Agreement and continuing as may be transferred into various Subaccounts in accordance with this Agreement and the Cash Management Agreement, shall be applied on each Payment Date thereafter through and including the Conversion Date, except during the continuance of an Event of Default, any Rents deposited into the Deposit Account or received by Borrower or Manager during the immediately preceding Interest Period shall be applied as follows in the following order of priority: : (i) First, from the OT Deposit Account (or from the Borrower Deposit Account if or to pay any the extent there are insufficient funds in the OT Deposit Account to make such payment) to make payments into the Tax and all ground rents, if any, Insurance Subaccount as required under Section 3.3; (ii) Second, from the OT Deposit Account (or from the Borrower Deposit Account if or to the extent there are insufficient funds in the OT Deposit Account to make required payments (if anysuch payment) to pay the Tax and Insurance Escrow Fund; monthly portion of the fees charged by the Deposit Bank in accordance with the Cash Management Agreement; (iii) Third, from the OT Deposit Account (or from the Borrower Deposit Account if or to Lender the extent there are insufficient funds in the OT Deposit Account to make such payment) to pay the amount required under Section 3.4.1 for the FF&E Reserve Subaccount; (iv) Fourth, from the OT Deposit Account (or from the Borrower Deposit Account if or to the extent there are insufficient funds in the OT Deposit Account to make such payment) to pay the amount required under Section 3.6.1 for the Operating Expense Subaccount; (v) Fifth, from the OT Deposit Account to pay to the Borrower Deposit Account the monthly payment owed by Operating Tenant to Borrower under the Affiliate Lease; (vi) Sixth, from the Borrower Deposit Account (or from the OT Deposit Account if or to the extent there are insufficient funds in the Borrower Deposit Account to make such payment) to pay the amount required to pay the interest due on such Payment Date (including, if applicable, interest at the Default Rate); (iv) Fourth, to make payments for Approved Operating Expenses; (v) Fifth, to make required payments (if any) to the Capital Reserve Fund; and (vi) Lastly, payments of any excess amounts to the Cash Collateral Subaccount. (b) Commencing on the first Payment Date after the Conversion Date and continuing on each Payment Date thereafter through and including the Optional Prepayment Date, except during the continuance of an Event of Default, any Rents received by Borrower or Manager (and, during a Cash Management Period, Rents deposited into the Deposit Account) during the immediately preceding Interest Period shall be applied as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); Rate and all other amounts then due to Lender under the Loan Documents (ivexcluding those amounts described under other clauses of this Section 3.12(a) Fourth, and outstanding Principal with respect the Loan) and to make required payments to pay the Capital Reserve Fund; (v) Fifth, during a Cash Management Period, payments for Approved Operating Expenses; (vi) Sixth, during a Cash Management Period, to make required payments for any working capital reserves monthly portion of the fees charged by the Deposit Bank in accordance with the Annual Budget to the Working Capital SubaccountCash Management Agreement; and and (vii) Lastly, to make payments in an amount equal to Manager of any excess amounts(A) all Available Cash in the Borrower Deposit Account on such Payment Date (I) to Borrower provided no Cash Trap Period is continuing, or (II) into the Borrower Cash Collateral Subaccount in accordance with Section 3.10, and (B) all Available Cash in the OT Deposit Account on such Payment Date (I) to Operating Tenant provided no Cash Trap Period is continuing, or (II) into the OT Cash Collateral Subaccount in accordance with Section 3.10. (c) Commencing on the first Payment Date after the Optional Prepayment Date and continuing on each Payment Date thereafter until the entire Debt has been paid in full, except during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower or Manager) during the immediately preceding Interest Period shall be applied by Lender as follows in the following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, payments for Approved Operating Expenses; (vi) Sixth, payments to Lender to prepay the unpaid Principal until paid in full; (vii) Seventh, payments to Lender to be applied against Accrued Interest and interest accrued thereon; and (viii) Lastly, payments to Manager of any excess amounts. (db) The failure of Borrower or Manager Operating Tenant to make all of the payments required under clauses (i) through (vi) of Section 2.2.3(a), or clauses (i3.12(a) through (v) of Section 2.2.3(b), or clause (i) through (v) of Section 2.2.3(c), in full on each Payment Date shall constitute a an Event of Default under this Agreement. However; provided, however, if adequate funds are available in the OT Deposit Account and the Borrower Deposit Account (including the Carry Subaccount) for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default. (c) Notwithstanding anything to the contrary contained in this Section 3.12 or elsewhere in this Agreement, provided (i) no Event of Default is continuing and sufficient funds have accumulated in the OT Deposit Account and the Borrower Deposit Account in the given Interest Period to prepay any unpaid Principal or make payment on the next Payment Date of all amounts referred to pay any Accrued Interest in clauses (i), (ii) and (iii) of Section 3.12(a), then the Approved Operating Expense payments to Borrower under clause (iv) of Section 3.12(a) shall be made to Operating Tenant on a daily basis and (ii) no Event of Default is continuing and sufficient funds have accumulated in the OT Deposit Account and the Borrower Deposit Account in the given Interest Period to make payment on the next Payment Date of all amounts referred to in clauses (i) through (vi) of Section 3.12(a), then the Available Cash shall be paid to Borrower or Operating Tenant, as applicable, under clause (vii) of Section 2.2.33.12(a) on a daily basis.