Exhibit








FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture (this “Supplemental Indenture”), dated as of September 22, 2016, among Hilton Escrow Issuer LLC, a Delaware limited liability company (the “Escrow Issuer”), Hilton Escrow Issuer Corp., a Delaware corporation (the “Escrow Co-Issuer” and, together with the Escrow Issuer, the “Escrow Issuers”), Hilton Domestic Operating Company Inc., a Delaware corporation (the “New Issuer”), Hilton Worldwide Holdings Inc., a Delaware corporation (“Holdings”), Hilton Worldwide Finance LLC, Delaware limited liability company (“Parent”), each of the Subsidiary Guarantors listed on the signature pages hereto (collectively, together with Holdings and Parent, the “New Guarantors”) and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Escrow Issuers have heretofore executed and delivered to the Trustee an Indenture (the “Indenture”), dated as of August 18, 2016, providing for the issuance of an unlimited aggregate principal amount of 4.250% Senior Notes due 2024 (the “Notes”);
WHEREAS, substantially concurrently with the execution of this Supplemental Indenture, the Escrow Issuers will merge with and into the New Issuer, with the New Issuer continuing as the surviving entity (the “Merger”);
WHEREAS, Section 12.05 of the Indenture provides that, the New Issuer may assume all obligations of the Escrow Issuers in respect of the Notes and the Indenture, so long as, among other things, the New Issuer and the New Guarantors execute and deliver to the Trustee a supplemental indenture pursuant to which (i) the New Issuer will become a party to the Indenture and expressly assume the Escrow Issuers’ obligations under the Notes and the Indenture, the New Issuer will be substituted for, and may exercise every right and power of, the Escrow Issuers under this Indenture and the Escrow Issuers will be released from all obligations hereunder and (ii) each New Guarantor will become a Guarantor under the Indenture; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture without the consent of the Holders.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
(1)    Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2)    Agreement to be Bound.  (a) The New Issuer acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) unconditionally assume the Escrow Issuers’ obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Sections 12.05 and 12.06 of the Indenture; (ii) be bound by all applicable provisions of the Indenture as if made by, and with respect to the New Issuer; and (iii) perform all obligations and duties required of the Issuer pursuant to the Indenture.
(b)    Each New Guarantor acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) join and become a party to the Indenture as indicated by its signature below; (ii) be bound by all applicable provisions of the Indenture as if made by, and with respect to, such New Guarantor; and (iii) perform all obligations and duties required of a Guarantor pursuant to the Indenture.  Each New Guarantor hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article 10 thereof.
(3)     Notices.  All notices or other communications to the New Issuer or any New Guarantor shall be given as provided in Section 13.02 of the Indenture.
(4)     Applicability of Covenants.  Following the Escrow Release Date, the provisions of Article 4 of the Indenture shall be deemed to have been applicable to Parent and all of its Restricted Subsidiaries (including the New Issuer) beginning on the Issue Date and, to the extent that Parent and its Restricted Subsidiaries (including the New Issuer) took any action or inaction after the Issue Date and prior to the Escrow Release Date that is prohibited under this Indenture, the New Issuer shall be deemed to be in Default on such date.  Without limiting the following, if a Change of Control Triggering Event occurs on any date prior to the Escrow Release Date, such event shall be deemed to have occurred on such date.
(5)    Execution and Delivery.  The New Issuer agrees that the Notes shall remain in full force and effect notwithstanding the absence of any endorsement of the New Issuer or the Notes, and each New Guarantor agrees that its Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.
(6)    Release of Obligations. Upon execution of this Supplemental Indenture by the New Issuer, the New Guarantors and the Trustee, the Escrow Issuers shall be unconditionally and irrevocably released and discharged from all obligations and liabilities under the Indenture and the Notes.
(7)      Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
(8)    No Recourse Against Others.  No past, present or future director, officer, employee, incorporator, or direct or indirect member, partner or stockholder of Parent, the New Issuer or any New Guarantor shall have any liability for any obligations of Parent, the New Issuer or the New Guarantors (other than in their capacity as Issuer or Guarantor) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder by accepting Notes waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.
(9)    Governing Law.  THIS SUPPLEMENTAL INDENTURE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(10)    Counterparts.    The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.  This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument.  The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
(11)    Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.
(12)    The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the New Issuer and New Guarantors.
(13)    Benefits Acknowledged.  The Guarantee of each New Guarantor is subject to the terms and conditions set forth in the Indenture.  Each New Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to such Guarantee are knowingly made in contemplation of such benefits.
(14)    Successors.  All agreements of the New Issuer and each New Guarantor in this Supplemental Indenture shall bind its Successors, except as otherwise provided in this Supplemental Indenture.  All agreements of the Trustee in this Supplemental Indenture shall bind its successors.
(15)    Effective Time.  This Supplemental Indenture shall be effective as of 10:00 a.m. (New York City time) on the date hereof.
[Signatures on following page]



IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
HILTON WORLDWIDE PARENT LLC, 
as Guaranteeing Parent Company
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON DOMESTIC OPERATING COMPANY INC.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




WILMINGTON TRUST, NATIONAL ASSOCIATION,  
as Trustee
		
	By:
	/s/ W. Thomas Morris, II     
Name:    W. Thomas Morris, II 
Title:    Vice President




HILTON ESCROW ISSUER LLC
		
	By:
	/s/ Sean M. Dell’Orto     
Name:    Sean M. Dell’Orto 
Title:    President




HILTON ESCROW ISSUER CORP.
		
	By:
	/s/ Sean M. Dell’Orto     
Name:    Sean M. Dell’Orto 
Title:    President




HILTON WORLDWIDE HOLDINGS INC.
		
	By:
	/s/ Sean M. Dell’Orto     
Name:    Sean M. Dell’Orto 
Title:    Senior Vice President and Treasurer




HILTON WORLDWIDE FINANCE LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON DOMESTIC OPERATING COMPANY INC.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




90210 BILTMORE MANAGEMENT, LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




90210 DESERT RESORTS MANAGEMENT CO., LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




90210 GRAND WAILEA MANAGEMENT CO., LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




90210 LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




90210 MANAGEMENT COMPANY, LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




ANDIAMO’S O’HARE, LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




BALLY’S GRAND PROPERTY SUB I, LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




BLUE BONNET SECURITY, LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




CHESTERFIELD VILLAGE HOTEL, LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




COMPRIS HOTEL LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




CONRAD INTERNATIONAL (BELGIUM) LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




CONRAD INTERNATIONAL (EGYPT) RESORTS CORPORATION
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




CONRAD INTERNATIONAL (INDONESIA) CORPORATION
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




CONRAD INTERNATIONAL INVESTMENT (JAKARTA) CORPORATION
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




CONRAD INTERNATIONAL MANAGE (CIS) LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




CONRAD MANAGEMENT LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




DESTINATION RESORTS LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




DOUBLETREE DTWC LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




DOUBLETREE HOTEL SYSTEMS LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




DOUBLETREE HOTELS LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




DOUBLETREE LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




DOUBLETREE MANAGEMENT LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




DT MANAGEMENT LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




DT REAL ESTATE, LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




DTM ATLANTA/LEGACY, INC.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




DTM CAMBRIDGE, INC.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




DTM COCONUT GROVE, INC.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




DTM LARGO, INC.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




DTM MARYLAND, INC.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




DTM SANTA CLARA LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




DTM WALNUT CREEK, INC.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




DTR FCH HOLDINGS, INC.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




DTR PAH HOLDING, INC.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




DTR SAN ANTONIO, INC.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




DTR TM HOLDINGS, INC.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




EJP LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




EMBASSY DEVELOPMENT LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




EMBASSY EQUITY DEVELOPMENT LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




EMBASSY MEMPHIS CORPORATION
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




EMBASSY SUITES (ISLA VERDE), INC.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




EMBASSY SUITES CLUB NO. 1, INC.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




EMBASSY SUITES CLUB NO. THREE, INC.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




EMBASSY SUITES CLUB NO. TWO, INC.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




EMBASSY SUITES MANAGEMENT LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




EMBASSY SYRACUSE DEVELOPMENT LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




EPAM CORPORATION
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 




FLORIDA CONRAD INTERNATIONAL CORP.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President 





GRAND VACATIONS REALTY, LLC
		
	By:
	/s/ Mark Wang     
Name:    Mark Wang 
Title:    President 





GRAND VACATIONS SERVICES LLC
		
	By:
	/s/ Mark Wang     
Name:    Mark Wang 
Title:    President 







GRAND VACATIONS TITLE, LLC
		
	By:
	/s/ Mark Wang     
Name:    Mark Wang 
Title:    President 





HAMPTON INNS LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HAMPTON INNS MANAGEMENT LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HAPEVILLE INVESTORS, LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HHC BC ORLANDO, LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HHC ONE PARK BOULEVARD, LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HIC FIRST LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HIC GAMING CALIFORNIA, INC.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HIC HOLDINGS LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HIC HOTELS U.S.A. LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HIC RACING CORPORATION
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HIC SAN PABLO LIMITED, INC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HIC SAN PABLO, L.P.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HIC SECOND LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON BEVERAGE LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON CHICAGO BEVERAGE I LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON CHICAGO BEVERAGE II LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON CHICAGO BEVERAGE III LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON CHICAGO BEVERAGE IV LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON CORPORATE DIRECTOR LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON EL CON MANAGEMENT LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON EL CON OPERATOR LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON ELECTRONIC DISTRIBUTION SYSTEMS, LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON FRANCHISE HOLDING LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON GARDEN INNS MANAGEMENT LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President





HILTON GRAND VACATIONS CLUB, LLC
		
	By:
	/s/ Mark Wang     
Name:    Mark Wang 
Title:    President





HILTON GRAND VACATIONS COMPANY, LLC
		
	By:
	/s/ Mark Wang     
Name:    Mark Wang 
Title:    President



HILTON GRAND VACATIONS FINANCING, LLC
		
	By:
	/s/ Mark Wang     
Name:    Mark Wang 
Title:    President



HILTON GRAND VACATIONS MANAGEMENT, LLC
		
	By:
	/s/ Mark Wang     
Name:    Mark Wang 
Title:    President



HILTON HAWAII CORPORATION
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON HHONORS WORLDWIDE, L.L.C.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON HOLDINGS, LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON HOSPITALITY, LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON ILLINOIS, LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON ILLINOIS HOLDINGS LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON INNS LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON INTERNATIONAL HOLDING LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON KINGSLAND 1, LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON MANAGEMENT LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON NEW JERSEY SERVICE CORP.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON OPB, LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON ORLANDO PARTNERS III, LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON RECREATION LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON RESORTS CORPORATION
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON RESORTS MARKETING CORP.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON SAN DIEGO LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON SPRING CORPORATION
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON SUPPLY MANAGEMENT LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON SYSTEMS SOLUTIONS, LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON SYSTEMS, LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON WORLDWIDE FINANCE CORP.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




PARK HOTELS & RESORTS INC.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON-OCCC HOTEL, LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HILTON-OCCC MEZZ LENDER, LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HLT AUDUBON LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HLT CA HILTON LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HLT CONRAD DOMESTIC LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HLT CONRAD GP LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HLT DOMESTIC JV HOLDINGS LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HLT DOMESTIC OWNER LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HLT ESP INTERNATIONAL FRANCHISE LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HLT ESP INTERNATIONAL FRANCHISOR CORPORATION
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HLT ESP INTERNATIONAL MANAGE LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HLT ESP INTERNATIONAL MANAGEMENT CORPORATION
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HLT ESP MANAGE LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HLT EXISTING FRANCHISE HOLDING LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HLT FRANCHISE II BORROWER LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HLT HQ SPE LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HLT HSM HOLDING LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HLT HSS HOLDING LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HLT JV ACQUISITION LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HLT LIFESTYLE INTERNATIONAL FRANCHISE LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HLT LIFESTYLE INTERNATIONAL FRANCHISOR CORPORATION
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HLT LIFESTYLE INTERNATIONAL MANAGE LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HLT LIFESTYLE INTERNATIONAL MANAGEMENT CORPORATION
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HLT LIFESTYLE MANAGE LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HLT MEMPHIS DATA LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HLT O’HARE LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HLT OPERATE DTWC LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HLT OWNED II HOLDING LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HLT OWNED II-A BORROWER LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HLT PALMER LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HOMEWOOD SUITES MANAGEMENT LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HOTEL CLUBS OF CORPORATE WOODS, INC.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HOTELS STATLER COMPANY, INC.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HPP HOTELS USA,LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




HPP INTERNATIONAL LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President





HRC ISLANDER LLC
		
	By:
	/s/ Mark Wang     
Name:    Mark Wang 
Title:    President





HTGV, LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President





INNVISION, LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




INTERNATIONAL RIVERCENTER LESSEE L.L.C.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




LOCKWOOD PALMER ROUSE, LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




MERJTEX, LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




PEACOCK ALLEY SERVICE COMPANY, LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




POTTER’S BAR PALMER HOUSE, LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




PROMUS HOTEL SERVICES, INC.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




PROMUS HOTELS FLORIDA LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




PROMUS HOTELS LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




PROMUS HOTELS MINNEAPOLIS, INC.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




PROMUS HOTELS PARENT LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




PROMUS OPERATING LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




PROMUS/KINGSTON DEVELOPMENT CORPORATION
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




SALC, INC.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




SAMANTHA HOTEL LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




SUITE LIFE LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




TEX HOLDINGS, INC.
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




WALDORF=ASTORIA MANAGEMENT LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




WA COLLECTION INTERNATIONAL, LLC
		
	By:
	/s/ W. Steven Standefer     
Name:    W. Steven Standefer 
Title:    Senior Vice President




WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
		
	By:
	/s/ W. T. Morris, II     
Name:    W. Thomas Morris, II 
Title:    Vice President








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