Common use of Conveyance of Mortgage Loans; Assignment of Loan Sale Agreement Clause in Contracts

Conveyance of Mortgage Loans; Assignment of Loan Sale Agreement. The Seller, concurrently with the execution and delivery hereof, does hereby, sell, transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent herein provided) all the right, title and interest of the Seller in and to the Mortgage Loans and the Marriott Desert Springs Parent Loan, including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Seller, and all Reserve Accounts, Lock-Box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such transfer and assignment includes all interest and principal due on or with respect to the Mortgage Loans and the Marriott Desert Springs Parent Loan other than interest and principal due on or prior to the Cut-Off Date. In connection with such transfer and assignment, the Seller shall make a cash deposit to the Collection Account in an amount equal to the Cash Deposit. The Seller, concurrently with execution and delivery hereof, does also hereby transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent provided herein) all the right, title and interest of the Seller in, to and under the Loan Sale Agreement and the Responsible Party Agreement. The Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the applicable Originator. In connection with such transfer and assignment, the Seller shall, on or prior to the Closing Date, deliver to, and deposit with, the Custodian (on behalf of the Trustee), with copies to the Master Servicer and Special Servicer, the following documents or instruments with respect to each Mortgage Loan so assigned:

Conveyance of Mortgage Loans; Assignment of Loan Sale Agreement. The SellerDepositor, concurrently with the execution and delivery hereof, does hereby, hereby sell, transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent herein provided) all the right, title and interest of the Seller Depositor in and to the Mortgage Loans and the Marriott Desert Springs Parent LoanLoans, including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the SellerDepositor, and all Reserve Accounts, Lock-Box Accounts, Cash Collateral Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such transfer and assignment includes all interest and principal due on or with respect to the Mortgage Loans and the Marriott Desert Springs Parent Loan other than interest and principal due on or prior to the Cut-Off Date. In connection with such transfer and assignment, the Seller Depositor shall make a cash deposit to the Collection Account in an amount equal to the Cash Deposit. The SellerDepositor, concurrently with execution and delivery hereof, does also hereby transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent provided herein) all the right, title and interest of the Seller Depositor in, to and under the Loan Sale Agreement and the Responsible Party Agreement. The Seller Depositor shall cause the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the applicable Originator. In connection with such transfer and assignment, the Seller Depositor shall, on or prior to the Closing Date, deliver to, and deposit with, the Custodian (on behalf of the Trustee), with copies to the Master Servicer and Special Servicer, the following documents or instruments with respect to each Mortgage Loan so assigned:

Conveyance of Mortgage Loans; Assignment of Loan Sale Agreement. The Seller, concurrently with the execution and delivery hereof, does hereby, sell, transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent herein provided) all the right, title and interest of the Seller in and to the Mortgage Loans and the Marriott Desert Springs Parent LoanMontehiedra Partner Loans, including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Seller, and all Reserve Accounts, Lock-Box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such transfer and assignment includes all interest and principal due on or with respect to the Mortgage Loans and the Marriott Desert Springs Parent Loan Montehiedra Partner Loans other than interest and principal due on or prior to the Cut-Off Date. In connection with such transfer and assignment, the Seller shall make a cash deposit to the Collection Account in an amount equal to the Cash Deposit. The Seller, concurrently with execution and delivery hereof, does also hereby transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent provided herein) all the right, title and interest of the Seller in, to and under the Loan Sale Agreement and the Responsible Party Agreement. The Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the applicable Originator. In connection with such transfer and assignment, the Seller shall, on or prior to the Closing Date, deliver to, and deposit with, the Custodian (on behalf of the Trustee), with copies to the Master Servicer and Special Servicer, the following documents or instruments with respect to each Mortgage Loan so assigned:

Conveyance of Mortgage Loans; Assignment of Loan Sale Agreement. The SellerDepositor, concurrently with the execution and delivery hereof, does hereby, hereby establish a trust and appoint the Trustee to be the Trustee of such trust and the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent herein provided) all the right, title and interest of the Seller Depositor in and to the Mortgage Loans and the Marriott Desert Springs Parent LoanLoans, including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the SellerDepositor, and all Reserve Accounts, Lock-Box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such transfer and assignment includes all interest and principal due on or with respect to the Mortgage Loans and the Marriott Desert Springs Parent Loan other than interest and principal due on or prior to the Cut-Off Date. In connection with such transfer and assignment, the Seller Depositor shall make a cash deposit to the Collection Account in an amount equal to the Cash Deposit. The SellerDepositor, concurrently with execution and delivery hereof, does also hereby transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent provided herein) all the right, title and interest of the Seller Depositor in, to and under the Loan Sale Agreement and the Responsible Party Agreement. The Seller Depositor shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the applicable Originator. In connection with such transfer and assignment, the Seller Depositor shall, on or prior to the Closing Date, deliver to, and deposit with, the Custodian (on behalf of the Trustee), with copies to the Master Servicer and Special Servicer, the following documents or instruments with respect to each Mortgage Loan so assigned: