Common use of Establishment of Certain Accounts Clause in Contracts

Establishment of Certain Accounts. (a) Borrower shall, simultaneously herewith, establish one or more Eligible Accounts (collectively, the “Restricted Account”) pursuant to the Restricted Account Agreements in the name of Borrower for the sole and exclusive benefit of Lender into which Borrower shall deposit, or cause to be deposited, all revenue generated by the Property. Pursuant to each Restricted Account Agreement, funds on deposit in the Restricted Account shall be transferred on each Business Day to the Cash Management Account. (b) Borrower shall, simultaneously herewith, establish an Eligible Account (the “Casualty Proceeds Restricted Account”) pursuant to the Casualty Proceeds Restricted Account Agreement in the name of Borrower for the sole and exclusive benefit of Lender into which Borrower shall deposit, or cause to be deposited, all casualty insurance proceeds received with respect to any insurance policy related to any Individual Puerto Rico Property on account of any claim made under such policies resulting from losses due to any Prior Hurricane Damage (such proceeds, collectively, the “Casualty Proceeds”). Provided that no Event of Default or Mezzanine Loan Default shall exist and subject to Borrower’s compliance with Section 4.29 hereof, Borrower shall have access to all Casualty Proceeds on deposit in the Casualty Proceeds Restricted Account. All Casualty Proceeds shall only be used to (x) restore (including to reimburse Borrower for amounts expended by Borrower in connection with such restoration prior to the Closing Date) in accordance with Section 4.29 hereof the damage to the Individual Puerto Rico Properties caused by the Prior Hurricane Damage or (y) pay amounts due under the Loan. Until deposited into the Casualty Proceeds Restricted Account, any Casualty Proceeds held by Borrower shall be deemed to be collateral and shall be held in trust by it for the benefit, and as the property, of Lender pursuant to the Loan Documents and shall not be commingled with any other funds or property of Borrower. (c) Simultaneously herewith, Lender, Additional Obligor (on behalf of each Borrower) shall establish an Eligible Account (the “Cash Management Account”) with an Eligible Institution (or Lender or Servicer, as applicable), in the name of Additional Obligor (on behalf of each Borrower) for the sole and exclusive benefit of Lender. Simultaneously herewith, Lender, on Borrower’s behalf, shall also establish with Lender or Servicer an Eligible Account into which Borrower shall deposit, or cause to be deposited the amounts required for the payment of debt service under the Loan (the “Debt Service Account”).

Establishment of Certain Accounts. (a) Upon the first occurrence of a Trigger Period, Borrower shall, simultaneously herewith, shall establish one or more an Eligible Accounts Account (collectively, the “Restricted Account”) pursuant to the Restricted Account Agreements Agreement in the name of Borrower for the sole and exclusive benefit of Lender into which Borrower shall deposit, or cause to be deposited, all revenue generated by the Property. Pursuant to each the Restricted Account Agreement, funds on deposit in the Restricted Account shall be transferred on each Business Day to or at the direction of Borrower unless a Trigger Period exists, in which case such funds shall be transferred on each Business Day to the Cash Management Account. At closing, Borrower shall have delivered to Lender for Lender to hold in escrow the Restricted Account Agreement with the Bank executed by Borrower, together with all other documents required by the Bank to be executed and completed by Borrower, and upon the occurrence of a Trigger Period, Borrower authorizes Lender, at its option, to complete and deliver said Restricted Account Agreement and other documentation to the Bank and to open the Restricted Account, and Borrower further authorizes Lender to complete and deliver such Tenant Direction Notices as then held by Lender pursuant to Section 3.18 hereof. Upon the expiration of the first Trigger Period, Borrower shall deliver to Lender undated replacement Tenant Direction Notices for each Tenant occupying space at the Property under a non-residential Lease as of the date thereof, and upon the occurrence of the second Trigger Period, Borrower authorizes Lender, at its option, to complete and deliver such Tenant Direction Notices. (b) Borrower shall, simultaneously herewith, establish an Eligible Account (Upon the “Casualty Proceeds Restricted Account”) pursuant to the Casualty Proceeds Restricted Account Agreement in the name first occurrence of Borrower for the sole and exclusive benefit of Lender into which Borrower shall deposit, or cause to be deposited, all casualty insurance proceeds received with respect to any insurance policy related to any Individual Puerto Rico Property on account of any claim made under such policies resulting from losses due to any Prior Hurricane Damage (such proceeds, collectively, the “Casualty Proceeds”). Provided that no Event of Default or Mezzanine Loan Default shall exist and subject to Borrower’s compliance with Section 4.29 hereof, Borrower shall have access to all Casualty Proceeds on deposit in the Casualty Proceeds Restricted Account. All Casualty Proceeds shall only be used to (x) restore (including to reimburse Borrower for amounts expended by Borrower in connection with such restoration prior to the Closing Date) in accordance with Section 4.29 hereof the damage to the Individual Puerto Rico Properties caused by the Prior Hurricane Damage or (y) pay amounts due under the Loan. Until deposited into the Casualty Proceeds Restricted Account, any Casualty Proceeds held by Borrower shall be deemed to be collateral and shall be held in trust by it for the benefit, and as the property, of Lender pursuant to the Loan Documents and shall not be commingled with any other funds or property of Borrower. (c) Simultaneously herewitha Trigger Period, Lender, Additional Obligor (on behalf of each Borrower) ’s behalf, shall establish an Eligible Account (the “Cash Management Account”) with an Eligible Institution (or Lender or Servicer, as applicable), in the name of Additional Obligor (on behalf of each Borrower) Borrower for the sole and exclusive benefit of Lender. Simultaneously herewithUpon the first occurrence of a Trigger Period, Lender, on Borrower’s behalf, shall also establish with Lender or Servicer an Eligible Account into which Borrower shall deposit, or cause to be deposited the amounts required for the payment of debt service Debt Service under the Loan (the “Debt Service Account”). (c) LENDER AGREES TO PROVIDE WRITTEN NOTICE TO BORROWER IN ACCORDANCE WITH THE TERMS OF SECTION 14.1 HEREOF UPON LENDER’S DETERMINATION OF THE OCCURRENCE OF A TRIGGER PERIOD DURING THE TERM OF THE LOAN AND THAT ALL CASH MANAGEMENT PROVISIONS HEREUNDER RELATING TO THE EXISTENCE OF TRIGGER PERIOD ARE IN THEN EFFECT.

Establishment of Certain Accounts. (a) Borrower shallshall cause Mortgage Borrower to comply with the Mortgage Loan Cash Management Provisions and not, simultaneously herewithwithout Lender’s prior consent, establish one or more Eligible Accounts (collectivelyamend, restate, replace and/or otherwise modify the “Restricted Account”) pursuant to the Restricted Account Agreements in the name of Borrower for the sole and exclusive benefit of Lender into which same. Borrower shall deposit, or cause (x) Mezzanine A Borrower to be deposited, all revenue generated by comply with the Property. Pursuant to each Restricted Account Agreement, funds on deposit in the Restricted Account shall be transferred on each Business Day to the Mezzanine A Cash Management AccountProvisions and not, without Lender’s prior consent, amend, restate, replace and/or otherwise modify the same and (y) Mezzanine B Borrower to comply with the Mezzanine B Cash Management Provisions and not, without Lender’s prior consent, amend, restate, replace and/or otherwise modify the same. If requested by Lender, Borrower will promptly provide evidence reasonably acceptable to Lender of its compliance with the foregoing. (b) Notwithstanding anything to the contrary contained in this Agreement, if at any time and for any reason each of the Mortgage Loan Cash Management Accounts, the Mezzanine A Cash Management Accounts and the Mezzanine B Cash Management Accounts are no longer being maintained and/or the Mortgage Loan Cash Management Provisions, the Mezzanine A Cash Management Provisions and the Mezzanine B Cash Management Provisions cease to exist or are reduced, waived or modified in any material respect (in each case, including, without limitation, due to any waiver, amendment or refinance) (such accounts, the “Waived Cash Management Accounts” and such provisions, the “Waived Cash Management Provisions”), to the extent permitted to do so pursuant to the Mortgage Loan Documents, the Mezzanine A Loan Documents and the Mezzanine B Loan Documents (in each case, if applicable), Borrower shallshall promptly (i) notify Lender of the same and establish and maintain with Lender and for the benefit of Lender in replacement and substitution thereof, simultaneously herewith, establish an Eligible Account substitute accounts (the “Casualty Proceeds Restricted AccountSubstitute Cash Management Accounts”), which Substitute Cash Management Accounts shall be subject to all of the same terms and conditions applicable under the Mortgage Loan Documents, the Mezzanine A Loan Documents and the Mezzanine B Loan Documents, (ii) pursuant execute any amendments to this Agreement and/or the other Loan Documents implementing the Waived Cash Management Provisions as may be reasonably required by Lender (provided such amendments are substantially similar to the Casualty Proceeds Restricted Account Agreement provisions set forth in the name Mortgage Loan Agreement relating to the same) and shall cause Mortgage Borrower, Mezzanine A Borrower and Mezzanine B Borrower to acknowledge and agree to the same and (iii) remit to Lender (and shall cause Mortgage Borrower, Mezzanine A Borrower and Mezzanine B Borrower, as applicable, to remit to Lender) any funds remaining in the Waived Cash Management Accounts only if such Mortgage Loan Cash Management Accounts, Mezzanine A Cash Management Accounts and Mezzanine B Cash Management Accounts are no longer being maintained. For the avoidance of Borrower for the sole and exclusive benefit of Lender into which doubt, Borrower shall depositnot be required to establish or maintain any Substitute Cash Management Accounts so long as Mortgage Lender or any Mezzanine Lender, as applicable, is maintaining the Mortgage Loan Cash Management Accounts, Mezzanine A Cash Management Accounts or cause Mezzanine B Cash Management Accounts, as applicable, in accordance with the Mortgage Loan Agreement, Mezzanine A Loan Agreement or Mezzanine B Loan Agreement, as applicable.. In the event that the Mortgage Lender, Mezzanine A Lender or Mezzanine B Lender, as applicable, subsequently reinstates all or any Waived Cash Management Accounts, then the Lender shall cooperate to transfer such funds in the Substitute Cash Management Accounts to the Mortgage Lender, Mezzanine A Lender or Mezzanine B Lender, as applicable, and Borrower shall no longer be deposited, all casualty insurance proceeds required to deposit funds into such Substitute Cash Management Accounts until such time as any such Waived Cash Management Accounts subsequently exists. Borrower hereby authorizes and directs Lender (and any Servicer acting on behalf of Lender) to (A) rely on any notice received from (i) Directing Mortgage Lender with respect to any insurance policy related the existence or cure of a Mortgage Event of Default, (ii) Directing Mezzanine A Lender with respect to any Individual Puerto Rico Property on account the existence or cure of any claim made under such policies resulting from losses due a Mezzanine A Event of Default, and (iii) Directing Mezzanine B Lender with respect to any Prior Hurricane Damage (such proceeds, collectively, the “Casualty Proceeds”). Provided that no existence or cure of a Mezzanine B Event of Default and (B) disregard any competing notices from Mortgage Borrower or Mezzanine Loan Default shall exist and subject Borrower with respect to Borrower’s compliance with Section 4.29 hereof, Borrower shall have access to all Casualty Proceeds on deposit in the Casualty Proceeds Restricted Account. All Casualty Proceeds shall only be used to (x) restore (including to reimburse Borrower for amounts expended by Borrower in connection with such restoration prior to the Closing Date) in accordance with Section 4.29 hereof the damage to the Individual Puerto Rico Properties caused by the Prior Hurricane Damage or (y) pay amounts due under the Loan. Until deposited into In addition, with respect to (i) the Casualty Proceeds Restricted Account, any Casualty Proceeds held by Borrower shall be deemed disposition of funds to be collateral and shall be held in trust by it for the benefit, and as the property, of Mortgage Lender pursuant to Section 9.3 of the Mortgage Loan Documents and shall not be commingled with Agreement, Lender (or any other funds or property of Borrower. (c) Simultaneously herewith, Lender, Additional Obligor (Servicer acting on behalf of each BorrowerLender) shall establish an Eligible Account be entitled to rely on directions from the Directing Mortgage Lender with respect to such disposition of funds, (ii) the “Cash Management Account”disposition of funds pursuant to Section 9.3(j) with an Eligible Institution of the Mortgage Loan Agreement, Lender (or Lender or Servicer, as applicable), in the name of Additional Obligor (any Servicer acting on behalf of each BorrowerLender) for shall be entitled to rely on directions from the sole Directing Mezzanine A Lender with respect to such disposition of funds and exclusive benefit (iii) the disposition of funds pursuant to Section 9.3(k) of the Mortgage Loan Agreement, Lender (or any Servicer acting on behalf of Lender) shall be entitled to rely on directions from the Directing Mezzanine B Lender with respect to such disposition of funds. Simultaneously herewith, No insufficiency of funds in the Mortgage Lender, on Borrower’s behalf, cash management waterfall shall also establish with Lender or Servicer an Eligible Account into which excuse any obligation of Borrower shall deposit, or cause to be deposited the amounts required for the payment of debt service under the Loan (the “Debt Service Account”)Lender.

Establishment of Certain Accounts. (a) Borrower shallshall cause Mortgage Borrower to comply with the Mortgage Loan Cash Management Provisions and not, simultaneously herewithwithout Lender’s prior consent, establish one or more Eligible Accounts (collectivelyamend, restate, replace and/or otherwise modify the “Restricted Account”) pursuant to the Restricted Account Agreements in the name of Borrower for the sole and exclusive benefit of Lender into which same. Borrower shall deposit, or cause Mezzanine A Borrower to be deposited, all revenue generated by comply with the Property. Pursuant to each Restricted Account Agreement, funds on deposit in the Restricted Account shall be transferred on each Business Day to the Mezzanine A Cash Management AccountProvisions and not, without Lender’s prior consent, amend, restate, replace and/or otherwise modify the same. If requested by Lender, Borrower will promptly provide evidence reasonably acceptable to Lender of its compliance with the foregoing. (b) Notwithstanding anything to the contrary contained in this Agreement, if at any time and for any reason each of the Mortgage Loan Cash Management Accounts and the Mezzanine A Cash Management Accounts are no longer being maintained and/or the Mortgage Loan Cash Management Provisions and the Mezzanine A Cash Management Provisions cease to exist or are reduced, waived or modified in any material respect (in each case, including, without limitation, due to any waiver, amendment or refinance) (such accounts, the “Waived Cash Management Accounts” and such provisions, the “Waived Cash Management Provisions”), to the extent permitted to do so pursuant to the Mortgage Loan Documents and the Mezzanine A Loan Documents (in each case, if applicable), Borrower shallshall promptly (i) notify Lender of the same and establish and maintain with Lender and for the benefit of Lender in replacement and substitution thereof, simultaneously herewith, establish an Eligible Account substitute accounts (the “Casualty Proceeds Restricted AccountSubstitute Cash Management Accounts”), which Substitute Cash Management Accounts shall be subject to all of the same terms and conditions applicable under the Mortgage Loan Documents, (ii) pursuant execute any amendments to this Agreement and/or the other Loan Documents implementing the Waived Cash Management Provisions as may be reasonably required by Lender (provided such amendments are substantially similar to the Casualty Proceeds Restricted Account Agreement provisions set forth in the name Mortgage Loan Agreement relating to the same) and shall cause Mortgage Borrower and Mezzanine A Borrower to acknowledge and agree to the same and (iii) remit to Lender (and shall cause Mortgage Borrower and Mezzanine A Borrower, as applicable, to remit to Lender) any funds remaining in the Waived Cash Management Accounts only if such Mortgage Loan Cash Management Accounts and Mezzanine A Cash Management Accounts are no longer being maintained. For the avoidance of Borrower for the sole and exclusive benefit of Lender into which doubt, Borrower shall depositnot be required to establish or maintain any Substitute Cash Management Accounts so long as Mortgage Lender or Mezzanine A Lender, as applicable, is maintaining the Mortgage Loan Cash Management Accounts or cause Mezzanine A Cash Management Accounts, as applicable, in accordance with the Mortgage Loan Agreement or Mezzanine A Loan Agreement, as applicable. In the event that the Mortgage Lender or Mezzanine A Lender, as applicable, subsequently reinstates all or any Waived Cash Management Accounts, then the Lender shall cooperate to transfer such funds in the Substitute Cash Management Accounts to the Mortgage Lender or Mezzanine A Lender, as applicable, and Borrower shall no longer be deposited, all casualty insurance proceeds required to deposit funds into such Substitute Cash Management Accounts until such time as any such Waived Cash Management Accounts subsequently exists. Borrower hereby authorizes and directs Lender (and any Servicer acting on behalf of Lender) to (A) rely on any notice received from (i) Directing Mortgage Lender with respect to any insurance policy related the existence or cure of a Mortgage Event of Default, (ii) Directing Mezzanine A Lender with respect to any Individual Puerto Rico Property on account the existence or cure of any claim made under such policies resulting from losses due a Mezzanine A Event of Default, and (iii) Directing Mezzanine C Lender with respect to any Prior Hurricane Damage (such proceeds, collectively, the “Casualty Proceeds”). Provided that no existence or cure of a Mezzanine C Event of Default and (B) disregard any competing notices from Mortgage Borrower or Mezzanine Loan Default shall exist and subject Borrower with respect to Borrower’s compliance with Section 4.29 hereof, Borrower shall have access to all Casualty Proceeds on deposit in the Casualty Proceeds Restricted Account. All Casualty Proceeds shall only be used to (x) restore (including to reimburse Borrower for amounts expended by Borrower in connection with such restoration prior to the Closing Date) in accordance with Section 4.29 hereof the damage to the Individual Puerto Rico Properties caused by the Prior Hurricane Damage or (y) pay amounts due under the Loan. Until deposited into In addition, with respect to (i) the Casualty Proceeds Restricted Account, any Casualty Proceeds held by Borrower shall be deemed disposition of funds to be collateral and shall be held in trust by it for the benefit, and as the property, of Mortgage Lender pursuant to Section 9.3 of the Mortgage Loan Documents and shall not be commingled with Agreement, Lender (or any other funds or property of Borrower. (c) Simultaneously herewith, Lender, Additional Obligor (Servicer acting on behalf of each BorrowerLender) shall establish an Eligible Account be entitled to rely on directions from the Directing Mortgage Lender with respect to such disposition of funds, (ii) the “Cash Management Account”disposition of funds pursuant to Section 9.3(j) with an Eligible Institution of the Mortgage Loan Agreement, Lender (or Lender or Servicer, as applicable), in the name of Additional Obligor (any Servicer acting on behalf of each BorrowerLender) for shall be entitled to rely on directions from the sole Directing Mezzanine A Lender with respect to such disposition of funds and exclusive benefit (iii) the disposition of funds pursuant to Section 9.3(l) of the Mortgage Loan Agreement, Lender (or any Servicer acting on behalf of Lender) shall be entitled to rely on directions from the Directing Mezzanine C Lender with respect to such disposition of funds. Simultaneously herewith, No insufficiency of funds in the Mortgage Lender, on Borrower’s behalf, cash management waterfall shall also establish with Lender or Servicer an Eligible Account into which excuse any obligation of Borrower shall deposit, or cause to be deposited the amounts required for the payment of debt service under the Loan (the “Debt Service Account”)Lender.

Establishment of Certain Accounts. (a) Borrower shall, simultaneously herewith, establish (to the extent not already established) one or more Eligible Accounts (collectively, the “Restricted Account”) and the Concentration Account pursuant to the Restricted Account Agreements Agreement and each of the Restricted Account and the Concentration Account shall be in the name of Borrower one or more Borrowers for the sole and exclusive benefit of Lender into which Lender. Borrower shall deposit, or cause to be deposited, all revenue generated by the PropertyProperties (other than the RIDEA Facilities) and due and payable to Borrower into the Restricted Account. Pursuant to each the Restricted Account Agreement, (i) funds on deposit in the Restricted Account shall be transferred on each Business Day to the Concentration Account and (ii) funds on deposit in the Concentration Account shall be transferred to the Cash Management Account. (b) Borrower shall, simultaneously herewith, establish an Eligible Account (on the “Casualty Proceeds same Business Day that such funds are received in the Concentration Account from the Restricted Account”) pursuant . With respect to the Casualty Proceeds RIDEA Facilities, which are not subject to a Restricted Account Agreement in the name of Borrower for the sole and exclusive benefit of Lender into which due to Health Care Requirements, Borrower shall deposit, or cause to be deposited, all casualty insurance proceeds received with respect revenue generated by the RIDEA Facilities and due and payable to any insurance policy related Borrower into the applicable RIDEA Account. Pursuant to any Individual Puerto Rico Property on account of any claim made under such policies resulting from losses due to any Prior Hurricane Damage (such proceedsthe Sweep Agreement, collectively, the “Casualty Proceeds”). Provided that no Event of Default or Mezzanine Loan Default shall exist and subject to Borrower’s compliance with Section 4.29 hereof, Borrower shall have access to all Casualty Proceeds funds on deposit in each of the Casualty Proceeds Restricted Account. All Casualty Proceeds shall only RIDEA Accounts are required to be used transferred on an intraday basis (to (x) restore (including to reimburse Borrower for amounts expended by Borrower in connection with such restoration the extent received prior to the Closing Date) in accordance with Section 4.29 hereof the damage 4:00 p.m. New York time on each Business Day to the Individual Puerto Rico Properties caused by the Prior Hurricane Damage or (y) pay amounts due under the Loan. Until deposited into the Casualty Proceeds Restricted Cash Management Account, any Casualty Proceeds held by Borrower shall be deemed to be collateral and shall be held in trust by it for the benefit, and as the property, of Lender pursuant to the Loan Documents and shall not be commingled with any other funds or property of Borrower. (cb) Simultaneously herewith, Lender, Additional Obligor (on behalf of each Borrower) ’s behalf, shall establish an Eligible Account (the “Cash Management Account”) with an Eligible Institution (or Lender or Servicer, as applicable), in the name of Additional Obligor (on behalf of each Borrower) one or more Borrowers for the sole and exclusive benefit of Lender. Simultaneously herewith, Lender, on Borrower’s behalf, shall also establish with Lender or Servicer an Eligible Account into which Borrower shall deposit, or cause to be deposited the amounts required for the payment of debt service Debt Service under the Loan (the “Debt Service Account”).

Establishment of Certain Accounts. (a) Borrower shall, simultaneously herewith, establish one or more Eligible Accounts (collectively, shall cause Mortgage Borrower to comply with the “Restricted Account”) pursuant to the Restricted Account Agreements in the name of Borrower for the sole and exclusive benefit of Lender into which Borrower shall deposit, or cause to be deposited, all revenue generated by the Property. Pursuant to each Restricted Account Agreement, funds on deposit in the Restricted Account shall be transferred on each Business Day to the Mortgage Loan Cash Management AccountProvisions and not, without Lender’s prior consent, amend, restate, replace and/or otherwise modify the same. If requested by Lender, Borrower will promptly provide evidence reasonably acceptable to Lender of its compliance with the foregoing. (b) Notwithstanding anything to the contrary contained in this Agreement, if at any time and for any reason the Mortgage Loan Cash Management Accounts are no longer being maintained and/or the Mortgage Loan Cash Management Provisions cease to exist or are reduced, waived or modified in any material respect (in each case, including, without limitation, due to any waiver, amendment or refinance) (such accounts, the “Waived Cash Management Accounts” and such provisions, the “Waived Cash Management Provisions”), to the extent permitted to do so pursuant to the Mortgage Loan Documents (if applicable), Borrower shallshall promptly (i) notify Lender of the same and establish and maintain with Lender and for the benefit of Lender in replacement and substitution thereof, simultaneously herewith, establish an Eligible Account substitute accounts (the “Casualty Proceeds Restricted AccountSubstitute Cash Management Accounts”), which Substitute Cash Management Accounts shall be subject to all of the same terms and conditions applicable under the Mortgage Loan Documents, (ii) pursuant execute any amendments to this Agreement and/or the other Loan Documents implementing the Waived Cash Management Provisions as may be reasonably required by Lender (provided such amendments are substantially similar to the Casualty Proceeds Restricted Account Agreement provisions set forth in the name Mortgage Loan Agreement relating to the same) and shall cause Mortgage Borrower to acknowledge and agree to the same and (iii) remit to Lender (and shall cause Mortgage Borrower to remit to Lender) any funds remaining in the Waived Cash Management Accounts only if such Mortgage Loan Cash Management Accounts are no longer being held by Mortgage Lender. For the avoidance of Borrower for the sole and exclusive benefit of Lender into which doubt, Borrower shall depositnot be required to establish or maintain any Substitute Cash Management Accounts so long as Mortgage Lender is maintaining the Mortgage Loan Cash Management Accounts in accordance with the Mortgage Loan Agreement. In the event that the Mortgage Lender subsequently reinstates all or any Waived Cash Management Accounts, or cause then the Lender shall cooperate to transfer such funds in the Substitute Cash Management Accounts to the Mortgage Lender, and Borrower shall no longer be deposited, all casualty insurance proceeds required to deposit funds into such Substitute Cash Management Accounts until such time as any such Waived Cash Management Accounts subsequently exists. Borrower hereby authorizes and directs Lender (and any Servicer acting on behalf of Lender) to (A) rely on any notice received from (i) Directing Mortgage Lender with respect to any insurance policy related the existence or cure of a Mortgage Event of Default, (ii) Directing Mezzanine B Lender with respect to any Individual Puerto Rico Property on account the existence or cure of any claim made under such policies resulting from losses due a Mezzanine B Event of Default, and (iii) Directing Mezzanine C Lender with respect to any Prior Hurricane Damage (such proceeds, collectively, the “Casualty Proceeds”). Provided that no existence or cure of a Mezzanine C Event of Default and (B) disregard any competing notices from Mortgage Borrower or Mezzanine Loan Default shall exist and subject Borrower with respect to Borrower’s compliance with Section 4.29 hereof, Borrower shall have access to all Casualty Proceeds on deposit in the Casualty Proceeds Restricted Account. All Casualty Proceeds shall only be used to (x) restore (including to reimburse Borrower for amounts expended by Borrower in connection with such restoration prior to the Closing Date) in accordance with Section 4.29 hereof the damage to the Individual Puerto Rico Properties caused by the Prior Hurricane Damage or (y) pay amounts due under the Loan. Until deposited into In addition, with respect to (i) the Casualty Proceeds Restricted Account, any Casualty Proceeds held by Borrower shall be deemed disposition of funds to be collateral and shall be held in trust by it for the benefit, and as the property, of Mortgage Lender pursuant to Section 9.3 of the Mortgage Loan Documents and shall not be commingled with Agreement, Lender (or any other funds or property of Borrower. (c) Simultaneously herewith, Lender, Additional Obligor (Servicer acting on behalf of each BorrowerLender) shall establish an Eligible Account (be entitled to rely on directions from the “Cash Management Account”) Directing Mortgage Lender with an Eligible Institution (or Lender or Servicer, as applicable), in the name respect to such disposition of Additional Obligor (on behalf of each Borrower) for the sole and exclusive benefit of Lender. Simultaneously herewith, Lender, on Borrower’s behalf, shall also establish with Lender or Servicer an Eligible Account into which Borrower shall deposit, or cause to be deposited the amounts required for the payment of debt service under the Loan (the “Debt Service Account”).funds,

Establishment of Certain Accounts. (a) Borrower shall, simultaneously herewith, The Securities Administrator shall establish one or more Eligible Accounts and maintain the Distribution Account on behalf of the Certificateholders and retain therein the following: (collectively, i) the “Restricted Account”) aggregate amount remitted by the Servicers to the Securities Administrator pursuant to the Restricted Account Servicing Agreements; (ii) any amount remitted by the Servicers pursuant to the Servicing Agreements in connection with any losses on Permitted Investments; (iii) any amount deposited by the name of Borrower for Securities Administrator in connection with any losses on Permitted Investments held in the sole and exclusive benefit of Lender into Distribution Account; and (iv) any other amounts deposited hereunder which Borrower shall deposit, or cause are required to be deposited, all revenue generated by the Property. Pursuant to each Restricted Account Agreement, funds on deposit deposited in the Restricted Distribution Account. In the event that a Servicer shall remit any amount not required to be remitted, it may at any time direct the Securities Administrator in writing to withdraw such amount from the Distribution Account, any provision herein to the contrary notwithstanding. Such direction may be accomplished by delivering notice to the Securities Administrator which describes the amounts deposited in error in the Distribution Account. All funds deposited in the Distribution Account shall be transferred on each Business Day to held by the Cash Management AccountSecurities Administrator in trust for the Certificateholders until disbursed in accordance with this Agreement or withdrawn in accordance with Section 4.02. (b) Borrower shallOn the Closing Date, simultaneously herewith, the Securities Administrator shall establish an Eligible Account account (the “Casualty Proceeds Restricted Class P Reserve Fund”), which shall be an Eligible Account”) pursuant to the Casualty Proceeds Restricted Account Agreement in the name of Borrower . The Class P Reserve Fund shall be entitled “Class P Reserve Fund, Deutsche Bank National Trust Company, as Trustee for the sole and exclusive benefit of Lender the holders of the HALO 2007-AR2 Class P Certificates.” On the Closing Date the Depositor will deposit $100 into the Class P Reserve Fund, which Borrower shall depositbe uninvested. On each Distribution Date, the Securities Administrator shall distribute the aggregate of all Prepayment Charges for the Mortgage Loans collected or cause to be deposited, all casualty insurance proceeds paid by the Servicers and received by the Securities Administrator with respect to any insurance policy related the preceding Prepayment Period to any Individual Puerto Rico Property on account the Class P Certificates. On the earlier of any claim made under such policies resulting from losses due to any Prior Hurricane Damage (such proceeds, collectivelythe Distribution Date in September 2037 or the Distribution Date in the month following the month in which the last Mortgage Loan for which Prepayment Charges may be collected or received is fully repaid or matures, the “Casualty Proceeds”). Provided that no Event of Default or Mezzanine Loan Default Class P Certificates shall exist and subject be entitled to Borrower’s compliance with Section 4.29 hereof, Borrower shall have access to all Casualty Proceeds its outstanding Class Principal Amount from amounts on deposit in the Casualty Proceeds Restricted Account. All Casualty Proceeds shall only be used to (x) restore (including to reimburse Borrower for amounts expended by Borrower in connection with such restoration prior to the Closing Date) in accordance with Class P Reserve Fund under Section 4.29 hereof the damage to the Individual Puerto Rico Properties caused by the Prior Hurricane Damage or (y) pay amounts due under the Loan. Until deposited into the Casualty Proceeds Restricted Account, any Casualty Proceeds held by Borrower shall be deemed to be collateral and shall be held in trust by it for the benefit, and as the property, of Lender pursuant to the Loan Documents and shall not be commingled with any other funds or property of Borrower. (c) Simultaneously herewith, Lender, Additional Obligor (on behalf of each Borrower) shall establish an Eligible Account (the “Cash Management Account”) with an Eligible Institution (or Lender or Servicer, as applicable), in the name of Additional Obligor (on behalf of each Borrower) for the sole and exclusive benefit of Lender. Simultaneously herewith, Lender, on Borrower’s behalf, shall also establish with Lender or Servicer an Eligible Account into which Borrower shall deposit, or cause to be deposited the amounts required for the payment of debt service under the Loan (the “Debt Service Account”4.02(j).

Establishment of Certain Accounts. (a) Borrower shall, simultaneously herewith, establish one or more Eligible Accounts (collectively, the “Restricted Account”) pursuant to the Restricted Account Agreements in the name of Borrower for the sole and exclusive benefit of Lender into which Borrower shall deposit, or cause to be deposited, all revenue generated by the Property. Pursuant to each Restricted Account Agreement, funds on deposit in the Restricted Account shall be transferred on each Business Day to the Cash Management Account. (b) Borrower shall, simultaneously herewith, establish an Eligible Account (the “Casualty Proceeds Restricted Account”) pursuant to the Casualty Proceeds Restricted Account Agreement in the name of Borrower for the sole and exclusive benefit of Lender into which Borrower shall deposit, or cause to be deposited, all casualty insurance proceeds received with respect to any insurance policy related to any Individual Puerto Rico Property on account of any claim made under such policies resulting from losses due to any Prior Hurricane Damage and/or Prior Hurricane Damage (Plaza del Sol) (such proceeds, collectively, the “Casualty Proceeds”). Provided that no Event of Default or Mezzanine Loan Default shall exist and subject to Borrower’s compliance with Section 4.29 hereof, Borrower shall have access to all Casualty Proceeds on deposit in the Casualty Proceeds Restricted Account. All Casualty Proceeds shall only be used to (x) restore (including to reimburse Borrower for amounts expended by Borrower in connection with such restoration prior to the Closing Date) in accordance with Section 4.29 hereof the damage to the Individual Puerto Rico Properties caused by the Prior Hurricane Damage and/or Prior Hurricane Damage (Plaza del Sol) or (y) pay amounts due under the Loan. Until deposited into the Casualty Proceeds Restricted Account, any Casualty Proceeds held by Borrower shall be deemed to be collateral and shall be held in trust by it for the benefit, and as the property, of Lender pursuant to the Loan Documents and shall not be commingled with any other funds or property of Borrower. (c) Simultaneously herewith, Lender, Additional Obligor (on behalf of each Borrower) shall establish an Eligible Account (the “Cash Management Account”) with an Eligible Institution (or Lender or Servicer, as applicable), in the name of Additional Obligor (on behalf of each Borrower) for the sole and exclusive benefit of Lender. Simultaneously herewith, Lender, on Borrower’s behalf, shall also establish with Lender or Servicer an Eligible Account into which Borrower shall deposit, or cause to be deposited the amounts required for the payment of debt service under the Loan (the “Debt Service Account”).

Establishment of Certain Accounts. (a) Borrower The Master Servicer shall establish and maintain the Master Servicing Account on behalf of the Certificateholders. The Master Servicer shall, simultaneously herewithpromptly upon receipt, establish one or more Eligible Accounts deposit in the Master Servicing Account and retain therein the following: (collectively, i) the “Restricted Account”) aggregate amount remitted by the Servicers to the Master Servicer pursuant to the Restricted Account Servicing Agreements; (ii) any amount deposited by the Servicers pursuant to the Servicing Agreements in connection with any losses on Permitted Investments; and (iii) any other amounts deposited hereunder which are required to be deposited in the name of Borrower Master Servicing Account. In the event that a Servicer shall remit any amount not required to be remitted, it may at any time direct the Master Servicer in writing to withdraw such amount from the Master Servicing Account, any provision herein to the contrary notwithstanding. Such direction may be accomplished by delivering notice to the Master Servicer which describes the amounts deposited in error in the Master Servicing Account. All funds deposited in the Master Servicing Account shall be held by the Master Servicer in trust for the sole and exclusive benefit of Lender into which Borrower shall depositCertificateholders until disbursed in accordance with this Agreement. On each Master Servicer Remittance Date, or cause to be deposited, all revenue generated by the Property. Pursuant to each Restricted Account Agreement, funds entire amount on deposit in the Restricted Master Servicing Account (subject to permitted withdrawals as set forth above) shall be transferred on each Business Day remitted to the Cash Management AccountSecurities Administrator for deposit into the Distribution Account by wire transfer in immediately available funds. (b) Borrower The Securities Administrator shall establish and maintain the Distribution Account on behalf of the Certificateholders. The Securities Administrator shall, simultaneously herewithpromptly upon receipt, establish an Eligible deposit in the Distribution Account and retain therein the following: (i) the “Casualty Proceeds Restricted Account”) aggregate amount remitted by the Servicers to the Securities Administrator pursuant to the Casualty Proceeds Restricted Servicing Agreements; (ii) any amount deposited by the Servicers pursuant to the Servicing Agreements in connection with any losses on Permitted Investments; (iii) any amount remitted by the Master Servicer from the Master Servicing Account Agreement pursuant to this Agreement; and (iv) any other amounts deposited hereunder which are required to be deposited in the name of Borrower for Distribution Account. In the sole and exclusive benefit of Lender into which Borrower event that a Servicer or the Master Servicer shall deposit, or cause remit any amount not required to be depositedremitted, all casualty insurance proceeds received with respect it may at any time direct the Securities Administrator in writing to withdraw such amount from the Distribution Account, any insurance policy related provision herein to any Individual Puerto Rico Property on account of any claim made under such policies resulting from losses due the contrary notwithstanding. Such direction may be accomplished by delivering notice to any Prior Hurricane Damage (such proceeds, collectively, the “Casualty Proceeds”). Provided that no Event of Default or Mezzanine Loan Default shall exist and subject to Borrower’s compliance with Section 4.29 hereof, Borrower shall have access to all Casualty Proceeds on deposit Securities Administrator which describes the amounts deposited in error in the Casualty Proceeds Restricted Distribution Account. All Casualty Proceeds funds deposited in the Distribution Account shall only be used to (x) restore (including to reimburse Borrower held by the Securities Administrator in trust for amounts expended by Borrower the Certificateholders until disbursed in connection accordance with such restoration prior to the Closing Date) this Agreement or withdrawn in accordance with Section 4.29 hereof the damage to the Individual Puerto Rico Properties caused by the Prior Hurricane Damage or (y) pay amounts due under the Loan. Until deposited into the Casualty Proceeds Restricted Account, any Casualty Proceeds held by Borrower shall be deemed to be collateral and shall be held in trust by it for the benefit, and as the property, of Lender pursuant to the Loan Documents and shall not be commingled with any other funds or property of Borrower4.02. (c) Simultaneously herewithOn the Closing Date, Lender, Additional Obligor (on behalf of each Borrower) the Securities Administrator shall establish an Eligible Account account (the “Cash Management Account”) with "Class P Reserve Fund"), which shall be an Eligible Institution (or Lender or ServicerAccount. The Class P Reserve Fund shall be entitled "Class P Reserve Fund, Deutsche Bank National Trust Company, as applicable)Trustee for the benefit of the holders of the HALO 2007-AR1 Class P Certificates." On the Closing Date the Depositor will deposit $100 into the Class P Reserve Fund, which shall be uninvested. On each Distribution Date, the Securities Administrator shall distribute the aggregate of all Prepayment Charges for the Mortgage Loans collected or paid by the Servicers and received by the Securities Administrator with respect to the preceding Prepayment Period to the Class P Certificates. On the Distribution Date in January 2037, the Class P Certificates shall be entitled to its outstanding Class Principal Amount from amounts on deposit in the name of Additional Obligor (on behalf of each Borrower) for the sole and exclusive benefit of Lender. Simultaneously herewith, Lender, on Borrower’s behalf, shall also establish with Lender or Servicer an Eligible Account into which Borrower shall deposit, or cause to be deposited the amounts required for the payment of debt service Class P Reserve Fund under the Loan (the “Debt Service Account”Section 4.02(j).

Establishment of Certain Accounts. (a) Borrower The Master Servicer shall establish and maintain the Master Servicing Account on behalf of the Certificateholders. The Master Servicer shall, simultaneously herewithpromptly upon receipt, establish one or more Eligible Accounts deposit in the Master Servicing Account and retain therein the following: (collectively, i) the “Restricted Account”) aggregate amount remitted by the Servicers to the Master Servicer pursuant to the Restricted Account Servicing Agreements; (ii) any amount deposited by the Servicers pursuant to the Servicing Agreements in connection with any losses on Permitted Investments; and (iii) any other amounts deposited hereunder which are required to be deposited in the name of Borrower Master Servicing Account. In the event that a Servicer shall remit any amount not required to be remitted, it may at any time direct the Master Servicer in writing to withdraw such amount from the Master Servicing Account, any provision herein to the contrary notwithstanding. Such direction may be accomplished by delivering notice to the Master Servicer which describes the amounts deposited in error in the Master Servicing Account. All funds deposited in the Master Servicing Account shall be held by the Master Servicer in trust for the sole and exclusive benefit of Lender into which Borrower shall depositCertificateholders until disbursed in accordance with this Agreement. On each Master Servicer Remittance Date, or cause to be deposited, all revenue generated by the Property. Pursuant to each Restricted Account Agreement, funds entire amount on deposit in the Restricted Master Servicing Account (subject to permitted withdrawals as set forth above) shall be transferred on each Business Day remitted to the Cash Management AccountSecurities Administrator for deposit into the Distribution Account by wire transfer in immediately available funds. (b) Borrower The Securities Administrator shall establish and maintain the Distribution Account on behalf of the Certificateholders. The Securities Administrator shall, simultaneously herewithpromptly upon receipt, establish an Eligible deposit in the Distribution Account and retain therein the following: (i) the “Casualty Proceeds Restricted Account”) aggregate amount remitted by the Servicers to the Securities Administrator pursuant to the Casualty Proceeds Restricted Servicing Agreements; (ii) any amount deposited by the Servicers pursuant to the Servicing Agreements in connection with any losses on Permitted Investments; (iii) any amount remitted by the Master Servicer from the Master Servicing Account Agreement pursuant to this Agreement; and (iv) any other amounts deposited hereunder which are required to be deposited in the name of Borrower for Distribution Account. In the sole and exclusive benefit of Lender into which Borrower event that a Servicer or the Master Servicer shall deposit, or cause remit any amount not required to be depositedremitted, all casualty insurance proceeds received with respect it may at any time direct the Securities Administrator in writing to withdraw such amount from the Distribution Account, any insurance policy related provision herein to any Individual Puerto Rico Property on account of any claim made under such policies resulting from losses due the contrary notwithstanding. Such direction may be accomplished by delivering notice to any Prior Hurricane Damage (such proceeds, collectively, the “Casualty Proceeds”). Provided that no Event of Default or Mezzanine Loan Default shall exist and subject to Borrower’s compliance with Section 4.29 hereof, Borrower shall have access to all Casualty Proceeds on deposit Securities Administrator which describes the amounts deposited in error in the Casualty Proceeds Restricted Distribution Account. All Casualty Proceeds funds deposited in the Distribution Account shall only be used to (x) restore (including to reimburse Borrower held by the Securities Administrator in trust for amounts expended by Borrower the Certificateholders until disbursed in connection accordance with such restoration prior to the Closing Date) this Agreement or withdrawn in accordance with Section 4.29 hereof the damage to the Individual Puerto Rico Properties caused by the Prior Hurricane Damage or (y) pay amounts due under the Loan. Until deposited into the Casualty Proceeds Restricted Account, any Casualty Proceeds held by Borrower shall be deemed to be collateral and shall be held in trust by it for the benefit, and as the property, of Lender pursuant to the Loan Documents and shall not be commingled with any other funds or property of Borrower4.02. (c) Simultaneously herewithOn the Closing Date, Lender, Additional Obligor (on behalf of each Borrower) the Securities Administrator shall establish an Eligible Account account (the “Cash Management AccountClass P Reserve Fund”) with ), which shall be an Eligible Institution (or Lender or ServicerAccount. The Class P Reserve Fund shall be entitled “Class P Reserve Fund, Deutsche Bank National Trust Company, as applicable)Trustee for the benefit of the holders of the HALO 2007-1 Class P Certificates.” On the Closing Date the Depositor will deposit $100 into the Class P Reserve Fund, which shall be uninvested. On each Distribution Date, the Securities Administrator shall distribute the aggregate of all Prepayment Charges for the Mortgage Loans collected or paid by the Servicers and received by the Securities Administrator with respect to the preceding Prepayment Period to the Class P Certificates. On the Distribution Date in June 2037, the Class P Certificates shall be entitled to its outstanding Class Principal Amount from amounts on deposit in the name of Additional Obligor (on behalf of each Borrower) for the sole and exclusive benefit of Lender. Simultaneously herewith, Lender, on Borrower’s behalf, shall also establish with Lender or Servicer an Eligible Account into which Borrower shall deposit, or cause to be deposited the amounts required for the payment of debt service Class P Reserve Fund under the Loan (the “Debt Service Account”Section 4.02(j).