Common use of REO Account Clause in Contracts

REO Account. The Special Servicer shall establish and maintain one or more deposit accounts (the “REO Account”) for the benefit of the Certificateholders and the Companion Loan Holders and shall be entitled either (i) “AEGON USA Realty Advisors, LLC, as Special Servicer for Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of BAMLL Commercial Mortgage Securities Trust 2016-ISQR, Commercial Mortgage Pass-Through Certificates, Series 2016-ISQR, as their interests may appear” or (ii) in the name of the limited liability company formed to hold title to the REO Property in accordance with Section 3.14 hereof on behalf of the Trustee, for the benefit of the registered Holders of BAMLL Commercial Mortgage Securities Trust 2016-ISQR, Commercial Mortgage Pass-Through Certificates, Series 2016-ISQR, and for the Companion Loan Holders, in each case related to the REO Property; provided, that notwithstanding that the Special Servicer may establish and maintain the REO Account in accordance with sub-clause (ii) above, nothing in this Agreement shall relieve the Special Servicer of its duties and obligations under this Agreement with respect to such REO Account, and the Special Servicer shall remain responsible for, and shall perform its duties and responsibilities hereunder with respect to, such REO Account to the same extent as if such REO Account were established and maintained in accordance with sub-clause (i) above. The REO Account must be an Eligible Account maintained with an Eligible Institution. The Special Servicer shall deposit into the REO Account within one Business Day of receipt all funds collected and received in connection with the operation or ownership of such REO Property. On or before the last day of each Collection Period, the Special Servicer shall withdraw the funds in the REO Account, net of certain expenses and/or reserves (to the extent not inconsistent with the express terms hereof, the amount of such reserves to be determined in accordance with the Special Servicer’s reasonable discretion and in accordance with Accepted Servicing Practices), and deposit them into the Collection Account in accordance with Section 3.4(a). The Special Servicer shall notify the Trustee in writing of the location and account number of the REO Account and shall notify the Trustee in writing prior to any subsequent change thereof.

REO Account. The Special Master Servicer shall establish and maintain one or more deposit accounts (the “REO Account”) separately account for the benefit of the Certificateholders and the Companion Loan Holders and shall be entitled either (i) “AEGON USA Realty Advisors, LLC, as Special Servicer for Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of BAMLL Commercial Mortgage Securities Trust 2016-ISQR, Commercial Mortgage Pass-Through Certificates, Series 2016-ISQR, as their interests may appear” or (ii) in the name of the limited liability company formed to hold title to the REO Property in accordance with Section 3.14 hereof on behalf of the Trustee, for the benefit of the registered Holders of BAMLL Commercial Mortgage Securities Trust 2016-ISQR, Commercial Mortgage Pass-Through Certificates, Series 2016-ISQR, and for the Companion Loan Holders, in each case related to the REO Property; provided, that notwithstanding that the Special Servicer may establish and maintain the REO Account in accordance with sub-clause (ii) above, nothing in this Agreement shall relieve the Special Servicer of its duties and obligations under this Agreement with respect to such REO Account, and the Special Servicer shall remain responsible for, and shall perform its duties and responsibilities hereunder with respect to, such REO Account to the same extent as if such REO Account were established and maintained in accordance with sub-clause (i) above. The REO Account must be an Eligible Account maintained with an Eligible Institution. The Special Servicer shall deposit into the REO Account within one Business Day of receipt all funds collected and received in connection with the operation of any REO Property and shall establish and maintain, or ownership cause to be established and maintained, with respect to REO Properties, an account held in trust for the Trustee for the benefit of such the Certificateholders (the "REO Account"), which shall be an Eligible Account. The Master Servicer shall be permitted to allow the Collection Account to serve as the REO Account, subject to separate ledgers for each REO Property. On or before the last day of each Collection Period, the Special The Master Servicer shall be entitled to retain or withdraw any interest income paid on funds deposited in the funds REO Account as additional servicing compensation. The Master Servicer shall deposit or cause to be deposited, in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after the Master Servicer's receipt thereof, and shall thereafter deposit in the REO Account, in no event more than two Business Days after the deposit of such funds into the clearing account, all revenues received with respect to the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to Section 3.08 hereof and the fees of any managing agent acting on behalf of the Master Servicer. If as of the date title to any REO Property was acquired by the Master Servicer there were outstanding unreimbursed Servicing Advances or Advances with respect to the REO Property, the Master Servicer, upon an REO Disposition of such REO Property, shall be entitled to reimbursement for any related (a) unpaid Servicing Fees, (b) unreimbursed Advances, and (c) unreimbursed Servicing Advances from proceeds received in connection with such REO Disposition. The proceeds from the REO Disposition, net of certain expenses and/or reserves (any payment to the extent not inconsistent with Master Servicer as provided above, shall be deposited in the express terms hereofREO Account. On or before each Determination Date, the amount of such reserves to be determined in accordance with the Special Servicer’s reasonable discretion and in accordance with Accepted Servicing Practices), Master Servicer shall withdraw from each REO Account and deposit them into the Collection Account the net receipts from the REO Property on deposit in accordance with Section 3.4(a). The Special Servicer shall notify the Trustee in writing of the location and account number of the REO Account and shall notify the Trustee in writing prior to retain any subsequent change thereofinterest.

REO Account. (a) The Special Servicer Trustee shall prior to the Closing Date establish and maintain one or more deposit accounts (a single, segregated trust account which shall be designated the “REO Account”) ” which shall be held in trust in the name of the Trustee for the benefit of the Certificateholders and Secured Parties, into which the Companion Loan Holders and shall Servicer will deposit amounts related to REO Properties pursuant to the Servicing Agreement. (b) Amounts on deposit in the REO Account may be entitled either (i) “AEGON USA Realty Advisorsretained in such account for reasonable reserves with respect to each REO Property, LLC, as Special Servicer for Wilmington Trust, National Association, as Trusteeto the extent of amounts constituting proceeds of such REO Property, for the benefit purpose of paying costs and expenses relating to the operation, management, maintenance and disposition of such REO Property, (ii) withdrawn at the direction of the registered Holders of BAMLL Commercial Mortgage Securities Trust 2016-ISQR, Commercial Mortgage Pass-Through Certificates, Series 2016-ISQR, Issuer and disbursed to pay costs and expenses related to any REO Property or (iii) to the extent not required to be retained or withdrawn and disbursed as their interests may appear” contemplated in the preceding clauses (i) or (ii) in ), as determined by the name of the limited liability company formed to hold title to the REO Property Servicer in accordance with Section 3.14 hereof the Servicing Standard, shall, on the first Business Day following each Determination Date be withdrawn by the Trustee (at the direction of the Issuer) from the REO Account and deposited into the Collection Account. (c) The Administrator on behalf of the Trustee, for Issuer may direct the benefit of the registered Holders of BAMLL Commercial Mortgage Securities Trust 2016-ISQR, Commercial Mortgage Pass-Through Certificates, Series 2016-ISQRTrustee to, and for upon such direction the Companion Loan HoldersTrustee shall, invest all funds in each case related to the REO Property; provided, that notwithstanding that the Special Servicer may establish and maintain the REO Account in accordance with sub-clause (ii) above, nothing in this Agreement Eligible Investments designated by the Issuer. All interest and other income from such investments shall relieve the Special Servicer of its duties and obligations under this Agreement with respect to such REO Account, and the Special Servicer shall remain responsible for, and shall perform its duties and responsibilities hereunder with respect to, such REO Account to the same extent as if such REO Account were established and maintained in accordance with sub-clause (i) above. The REO Account must be an Eligible Account maintained with an Eligible Institution. The Special Servicer shall deposit into the REO Account within one Business Day of receipt all funds collected and received in connection with the operation or ownership of such REO Property. On or before the last day of each Collection Period, the Special Servicer shall withdraw the funds deposited in the REO Account, net of certain expenses and/or reserves (any gain realized from such investments shall be credited to the extent REO Account, and any loss resulting from such investments shall be charged to the REO Account. Notwithstanding the foregoing, if (i) an Event of Default has occurred and has not inconsistent with been waived or (ii) the express terms hereofTrustee does not receive investment instructions from the Issuer, then, in each case, the amount Trustee shall invest funds in the REO Account in Eligible Investments of the type described in clause (iv) of the definition thereof. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such reserves REO Account resulting from any loss relating to be determined any such investment made at the direction of the Issuer or in accordance with the Special Servicer’s reasonable discretion immediately preceding sentence. (d) The Issuer and in accordance with Accepted Servicing Practices), and deposit them into Trustee each acknowledge that the Collection Account in accordance with Section 3.4(a)regulations of the Comptroller of the Currency grant the Issuer the right to receive brokerage confirmations of security transactions as they occur. The Special Servicer Issuer specifically waives such notification to the extent permitted by law and acknowledges that the Issuer shall notify the Trustee in writing of the location and account number of the REO Account and receive periodic cash transaction statements, which shall notify the Trustee in writing prior to any subsequent change thereofdetail all applicable transactions.