Common use of Conveyance of Mortgage Loans Clause in Contracts

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Mortgage Securities Trust 2017-GS8, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e) and 5(f)), 6 (other than Section 6(a)(viii) and 6(i)) and, to the extent related to the foregoing, 7, 11, 12, 13, 14, 16, 17, 18 and 23 of the Mortgage Loan Purchase Agreement, (iii) the Co-Lender Agreements, and (iv) all escrow accounts, lock-box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than payments of principal, interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date). Such assignment of each Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Servicing Agreement (if any) and each Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by the parties to constitute a sale.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (UBS Commercial Mortgage Trust 2017-C5), Pooling and Servicing Agreement (Bank 2017-Bnk8), Pooling and Servicing Agreement (UBS Commercial Mortgage Trust 2017-C6)

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Conveyance of Mortgage Loans. (a) The a)The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Mortgage Securities Trust 2017-GS8trust, appoint the Trustee to serve as trustee of such trust and the trust, assign, sell, transfer, set over transfer and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2Xxxxxxxx 0, 30, 40 (xxxxx xxxx Xxxxxxx 0(x), (x), (x) and (g)) and 5 (other than Section 5(e5(f), (g), (h) and 5(f)), 6 (other than Section 6(a)(viii) and 6(ii)) and, to the extent related to the foregoing, 7Sections 9, 10, 11, 12, 13, 14, 1615, 17, 17 and 18 and 23 of each of the Mortgage Loan Purchase Agreement, Agreements; (iii) the Co-Lender Intercreditor Agreements, and ; (iv) all escrow accountsscheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (v) any REO Property (to the extent of the Depositor’s interest therein) or the Depositor’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA; (vi) all revenues received in respect of any REO Property (to the extent of the Depositor’s interest therein); (vii) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof (to the extent of the Depositor’s interest therein); (viii) any Assignment of Leases and any security agreements (to the extent of the Depositor’s interest therein); (ix) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security for any related Mortgage Loans (to the extent of the Depositor’s interest therein); (x) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Depositor’s interest therein), amounts on deposit in the Collection Account (to the extent of the Depositor’s interest therein), the Lower Tier REMIC Distribution Account, the Upper Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Depositor’s interest in such Gain-on-Sale Reserve Account), the Retained Certificate Gain-on-Sale Reserve Account (to the extent of the Depositor’s interest in such Retained Certificate Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Depositor’s interest in such REO Account), including any reinvestment income, as applicable; (xi) any Environmental Indemnity Agreements (to the extent of the Depositor’s interest therein); (xii) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent not covered by clause (ii) above); (xiii) the Lower Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box Accounts accounts, cash collateral accounts, escrow accounts and all other assets included or any reserve accounts, to be included in the Trust Fund for extent such interest belongs to the benefit of related Mortgagor, and any Retained Defeasance Rights and Obligations with respect to the CertificateholdersMortgage Loans) (collectively, the “Conveyed Property”). Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (in each case, other than (i) payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off off Date; (ii) prepayments of principal collected on or before the Cut-off Date; and (iii) with respect to those Mortgage Loans that were closed in April 2017 but have their first Due Date after April 2017, any interest amounts relating to the period prior to the Cut-off Date). Such assignment of each Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Servicing Agreement (if any) and each Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 13.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 0, 0, 0 (xxxxx xxxx Xxxxxxx 0(x), (x) and (f)) and 5 (other than Section 5(f), (g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the Mortgage Loan Purchase Agreements, it is intended that the Trustee get the benefit of Sections 10, 13 and 15 thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10, 13 and 15 in connection therewith.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Bank 2017-Bnk4), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Bnk2), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2017-Gs6)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Citigroup Commercial Mortgage Securities Trust 20172016-GS8P3, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e), 5(f), 5(g), 5(h) (insofar as it relates to the delivery of the subject certification to the Depositor) and 5(f5(m) (insofar as the indemnity relates to the failure in clause (ii) of such section 5(m)), 6 (other than Section 6(a)(viiiSections 6(i), 6(j) and 6(iSection 6(k)) and), (and to the extent related to the foregoing, ) 7, 11, 12, 13, 14, 16, 17, 18 and 23 of the Mortgage each Loan Purchase Agreement, (iii) the WDCPF Guaranty, (iv) each Co-Lender AgreementsAgreement, if any, (v) the One Court Square Trust REMIC Regular Interests and (ivvi) all escrow accountsEscrow Accounts, lockLock-box Box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). Such assignment of each any Outside Serviced Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Outside Servicing Agreement (if any) and each the related Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 12.08 of this Agreement, is intended by the parties to constitute a sale.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (CFCRE 2016-C3 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P4), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P3)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Mortgage Securities Trust CD 2017-GS8CD3 Mortgage Trust, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e), 5(f), 5(g), 5(h) (insofar as it relates to the delivery of the subject certification to the Depositor) and 5(f5(m) (insofar as the indemnity relates to the failure in clause (ii) of such section 5(m)), 6 (other than Section 6(a)(viiiSections 6(i), 6(j) and 6(i6(k)) and, and (to the extent related to the foregoing, ) 7, 11, 12, 13, 14, 16, 17, 18 and 23 of the Mortgage each Loan Purchase Agreement, (iii) the each Co-Lender AgreementsAgreement, and if any, (iv) the Prudential Plaza Trust REMIC Regular Interest and (v) all escrow accountsEscrow Accounts, lockLock-box Box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). Such assignment of each any Outside Serviced Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Outside Servicing Agreement (if any) and each the related Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 12.08 of this Agreement, is intended by the parties to constitute a sale.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (CD 2017-Cd3 Mortgage Trust), Pooling and Servicing Agreement (CD 2017-Cd3 Mortgage Trust), Pooling and Servicing Agreement (UBS Commercial Mortgage Trust 2017-C1)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Citigroup Commercial Mortgage Securities Trust 2017-GS8P7, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e), 5(f), 5(g), 5(h) (insofar as it relates to the delivery of the subject certification to the Depositor) and 5(f5(m) (insofar as the indemnity relates to the failure in clause (ii) of such section 5(m)), 6 (other than Section 6(a)(viiiSections 6(i), 6(j) and 6(i6(k)) and, and (to the extent related to the foregoing, ) 7, 11, 12, 13, 14, 16, 17, 18 and 23 of the Mortgage each Loan Purchase Agreement, (iii) the each Co-Lender AgreementsAgreement, if any, and (iv) all escrow accountsEscrow Accounts, lockLock-box Box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). Such assignment of each any Outside Serviced Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Outside Servicing Agreement (if any) and each the related Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 12.08 of this Agreement, is intended by the parties to constitute a sale.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (CD 2017-Cd4 Mortgage Trust), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2017-C33), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2017-P7)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Benchmark 2022-B35 Mortgage Securities Trust 2017-GS8Trust, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders and the Uncertificated VRR Interest Owners all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e), 5(f), 5(h) (insofar as it relates to the delivery of the subject certification to the Depositor) and 5(f5(m) (insofar as the indemnity relates to the failure in clause (ii) of such section 5(m)), 6 (other than Section 6(a)(viiiSections 6(i), 6(j) and 6(i6(k)) and, and (to the extent related to the foregoing, ) 7, 11, 12, 13, 14, 16, 17, 18 18, 20, 22, 23 and 23 24 of the each Mortgage Loan Purchase Agreement, (iii) the each Co-Lender AgreementsAgreement, if any, and (iv) all escrow accountsEscrow Accounts, lockLock-box Box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersCertificateholders and the Uncertificated VRR Interest Owners. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). Such assignment of each any Outside Serviced Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Outside Servicing Agreement (if any) and each the related Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 12.08 of this Agreement, is intended by the parties to constitute a sale.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2022-B34 Mortgage Trust), Pooling and Servicing Agreement (BMO 2022-C2 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2022-Gc48)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Citigroup Commercial Mortgage Securities Trust 20172016-GS8GC36, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e), 5(f), 5(g), 5(h) (insofar as it relates to the delivery of the subject certification to the Depositor) and 5(f5(m) (insofar as the indemnity relates to the failure in clause (ii) of such section 5(m)), 6 (other than Section 6(a)(viii6(i) and 6(iSection 6(j)) and), (and to the extent related to the foregoing, ) 7, 11, 12, 13, 14, 16, 17, 18 and 23 of the Mortgage each Loan Purchase Agreement, (iii) the SMC Guaranty, (iv) each Co-Lender AgreementsAgreement, if any, and (ivv) all escrow accountsEscrow Accounts, lockLock-box Box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). Such assignment of each any Outside Serviced Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Outside Servicing Agreement (if any) and each the related Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 12.08 of this Agreement, is intended by the parties to constitute a sale.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P4), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-Gc37), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2016-C1)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Benchmark 2019-B15 Mortgage Securities Trust 2017-GS8Trust, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e), 5(f), 5(g), 5(h) (insofar as it relates to the delivery of the subject certification to the Depositor) and 5(f5(m) (insofar as the indemnity relates to the failure in clause (ii) of such section 5(m)), 6 (other than Section 6(a)(viiiSections 6(i), 6(j) and 6(i6(k)) and, and (to the extent related to the foregoing, ) 7, 11, 12, 13, 14, 16, 17, 18 and 23 of the each Mortgage Loan Purchase Agreement, (iii) the each Co-Lender AgreementsAgreement, if any, and (iv) all escrow accountsEscrow Accounts, lockLock-box Box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). Such assignment of each any Outside Serviced Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Outside Servicing Agreement (if any) and each the related Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 12.08 of this Agreement, is intended by the parties to constitute a sale.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2019-B15 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2019-B14 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2019-C7)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Citigroup Commercial Mortgage Securities Trust 20172015-GS8GC29, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e) and 5(f)), 6 (other than Section 6(a)(viii) and 6(i)) and), (and to the extent related to the foregoing, ) 7, 11, 12, 13, 14, 16, 17, 18 and 23 of the Mortgage each Loan Purchase Agreement, (iii) the FMC Guaranty, (iv) each Co-Lender AgreementsAgreement, if any, and (ivv) all escrow accountsEscrow Accounts, lockLock-box Box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than payments of principal, interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). Such assignment of each Mortgage Loan that is part of a Whole any Outside Serviced Trust Loan is further subject to the terms and conditions of the applicable Other Pooling and Servicing Agreement (if any) and each the related Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 11.08 of this Agreement, is intended by the parties to constitute a sale.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2015-Gc30), Pooling and Servicing Agreement (Benchmark 2021-B23 Mortgage Trust), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2015-Gc32)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Citigroup Commercial Mortgage Securities Trust 20172020-GS8GC46, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders and the Uncertificated VRR Interest Owner all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e), 5(f), 5(g), 5(h) (insofar as it relates to the delivery of the subject certification to the Depositor) and 5(f5(m) (insofar as the indemnity relates to the failure in clause (ii) of such section 5(m)), 6 (other than Section 6(a)(viiiSections 6(i), 6(j) and 6(i6(k)) and, and (to the extent related to the foregoing, ) 7, 11, 12, 13, 14, 16, 17, 18 18, 20, 22, 23 and 23 24 of the each Mortgage Loan Purchase Agreement, (iii) the each Co-Lender AgreementsAgreement, if any, and (iv) all escrow accountsEscrow Accounts, lockLock-box Box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersCertificateholders and the Uncertificated VRR Interest Owner. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). Such assignment of each any Outside Serviced Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Outside Servicing Agreement (if any) and each the related Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 12.08 of this Agreement, is intended by the parties to constitute a sale.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2020-Gc47), Pooling and Servicing Agreement (JPMDB Commercial Mortgage Securities Trust 2020-Cor7), Pooling and Servicing Agreement (Benchmark 2020-B21 Mortgage Trust)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Citigroup Commercial Mortgage Securities Trust 2017-GS8P8, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e), 5(f), 5(g), 5(h) (insofar as it relates to the delivery of the subject certification to the Depositor) and 5(f5(m) (insofar as the indemnity relates to the failure in clause (ii) of such section 5(m)), 6 (other than Section 6(a)(viiiSections 6(i), 6(j) and 6(i6(k)) and, and (to the extent related to the foregoing, ) 7, 11, 12, 13, 14, 16, 17, 18 and 23 of the each Mortgage Loan Purchase Agreement, (iii) the SMC Guaranty, (iv) each Co-Lender AgreementsAgreement, if any, and (ivv) all escrow accountsEscrow Accounts, lockLock-box Box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). Such assignment of each any Outside Serviced Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Outside Servicing Agreement (if any) and each the related Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 12.08 of this Agreement, is intended by the parties to constitute a sale.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (CD 2017-Cd6 Mortgage Trust), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2017-C40), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2017-C34)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Benchmark 2018-B6 Mortgage Securities Trust 2017-GS8Trust, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e), 5(f), 5(g), 5(h) (insofar as it relates to the delivery of the subject certification to the Depositor) and 5(f5(m) (insofar as the indemnity relates to the failure in clause (ii) of such section 5(m)), 6 (other than Section 6(a)(viiiSections 6(i), 6(j) and 6(i6(k)) and, and (to the extent related to the foregoing, ) 7, 11, 12, 13, 14, 16, 17, 18 and 23 of the each Mortgage Loan Purchase Agreement, (iii) the each Co-Lender AgreementsAgreement, if any, and (iv) all escrow accountsEscrow Accounts, lockLock-box Box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). Such assignment of each any Outside Serviced Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Outside Servicing Agreement (if any) and each the related Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 12.08 of this Agreement, is intended by the parties to constitute a sale.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2018-B8 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2018-B7 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2018-B6 Mortgage Trust)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Citigroup Commercial Mortgage Securities Trust 20172019-GS8GC41, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders and the Uncertificated VRR Interest Owner all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e), 5(f), 5(g), 5(h) (insofar as it relates to the delivery of the subject certification to the Depositor) and 5(f5(m) (insofar as the indemnity relates to the failure in clause (ii) of such section 5(m)), 6 (other than Section 6(a)(viiiSections 6(i), 6(j) and 6(i6(k)) and, and (to the extent related to the foregoing, ) 7, 11, 12, 13, 14, 16, 17, 18 18, 20, 22, 23 and 23 24 of the each Mortgage Loan Purchase Agreement, (iii) the each Co-Lender AgreementsAgreement, if any, and (iv) all escrow accountsEscrow Accounts, lockLock-box Box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersCertificateholders and the Uncertificated VRR Interest Owner. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). Such assignment of each any Outside Serviced Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Outside Servicing Agreement (if any) and each the related Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 12.08 of this Agreement, is intended by the parties to constitute a sale.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2019-Gc42), Pooling and Servicing Agreement (COMM 2019-Gc44 Mortgage Trust), Pooling and Servicing Agreement (CD 2019-Cd8 Mortgage Trust)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS CSAIL 2015-C3 Commercial Mortgage Securities Trust 2017-GS8Trust, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e) and 5(f)), 6 (other than Section 6(a)(viii6(a)(i) and 6(i6(a)(x)) and, and to the extent related to the foregoing, 7, 11, 12, 13, 14, 16, 17, 18 and 23 of the Mortgage each Loan Purchase Agreement, (iii) the Co-Lender Agreements, Agreements and (iv) all escrow accountsEscrow Accounts, lock-box Lockbox Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than payments of principal, interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Such assignment of each Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Servicing Agreement (if any) and each related Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 11.08 of this Agreement, is intended by the parties to constitute a sale.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (CSAIL 2015-C3 Commercial Mortgage Trust), Pooling and Servicing Agreement (Bank of America Merrill Lynch Commercial Mortgage Trust 2015-Ubs7), Pooling and Servicing Agreement (CSAIL 2015-C3 Commercial Mortgage Trust)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Benchmark 2020-B19 Mortgage Securities Trust 2017-GS8Trust, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders and the Uncertificated VRR Interest Owner all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e), 5(f), 5(h) (insofar as it relates to the delivery of the subject certification to the Depositor) and 5(f5(m) (insofar as the indemnity relates to the failure in clause (ii) of such section 5(m)), 6 (other than Section 6(a)(viiiSections 6(i), 6(j) and 6(i6(k)) and, and (to the extent related to the foregoing, ) 7, 11, 12, 13, 14, 16, 17, 18 18, 20, 22, 23 and 23 24 of the each Mortgage Loan Purchase Agreement, (iii) the each Co-Lender AgreementsAgreement, if any, and (iv) all escrow accountsEscrow Accounts, lockLock-box Box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersCertificateholders and the Uncertificated VRR Interest Owner. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). Such assignment of each any Outside Serviced Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Outside Servicing Agreement (if any) and each the related Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 12.08 of this Agreement, is intended by the parties to constitute a sale.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2020-B21 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2020-B20 Mortgage Trust), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2020-Gsa2)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Citigroup Commercial Mortgage Securities Trust 20172016-GS8C2, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e), 5(f), 5(g), 5(h) (insofar as it relates to the delivery of the subject certification to the Depositor) and 5(f5(m) (insofar as the indemnity relates to the failure in clause (ii) of such section 5(m)), 6 (other than Section 6(a)(viiiSections 6(i), 6(j) and 6(i6(k)) and, and (to the extent related to the foregoing, ) 7, 11, 12, 13, 14, 16, 17, 18 and 23 of the Mortgage each Loan Purchase Agreement, (iii) the WDCPF Guaranty, (iv) each Co-Lender AgreementsAgreement, if any, and (ivv) all escrow accountsEscrow Accounts, lockLock-box Box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). Such assignment of each any Outside Serviced Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Outside Servicing Agreement (if any) and each the related Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 12.08 of this Agreement, is intended by the parties to constitute a sale.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-C2), Pooling and Servicing Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS CSAIL 2015-C1 Commercial Mortgage Securities Trust 2017-GS8Trust, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e) and 5(f)), 6 (other than Section 6(a)(viii) and 6(i)) and, (and to the extent related to the foregoing, ) 7, 11, 12, 13, 14, 16, 17, 18 and 23 of the Mortgage each Loan Purchase Agreement, (iii) the Co-Lender Agreements, Agreements and (iv) all escrow accountsEscrow Accounts, lockLock-box Box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than payments of principal, interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Such assignment of each Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Servicing Agreement (if any) and each related Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 11.08 of this Agreement, is intended by the parties to constitute a sale.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (CSAIL 2015-C3 Commercial Mortgage Trust), Pooling and Servicing Agreement (CSAIL 2015-C1 Commercial Mortgage Trust), Pooling and Servicing Agreement (CSAIL 2015-C1 Commercial Mortgage Trust)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS BMO 2023-C5 Mortgage Securities Trust 2017-GS8Trust, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee (as holder of the Lower-Tier Regular InterestsInterests and the Loan REMIC Regular Interest) in trust without recourse for the benefit of the Certificateholders and the Uncertificated Interest Owners all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e), 5(f), 5(h) (insofar as it relates to the delivery of the subject certification to the Depositor) and 5(f5(m) (insofar as the indemnity relates to the failure in clause (ii) of such section 5(m)), 6 (other than Section 6(a)(viiiSections 6(i), 6(j) and 6(i6(k)) and, and (to the extent related to the foregoing, ) 7, 11, 12, 13, 14, 16, 17, 18 18, 20, 22, 23 and 23 24 (and, in the case of the BSPRT Mortgage Loan Purchase Agreement, also Section 25) of each Mortgage Loan Purchase Agreement, (iii) the each Co-Lender AgreementsAgreement, if any, and (iv) all escrow accountsEscrow Accounts, lockLock-box Box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersCertificateholders and the Uncertificated Interest Owners. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). Such assignment of each any Outside Serviced Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Outside Servicing Agreement (if any) and each the related Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 12.08 of this Agreement, is intended by the parties to constitute a sale.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (BBCMS Mortgage Trust 2023-C19), Pooling and Servicing Agreement (BBCMS 2023-C20), Pooling and Servicing Agreement (BMO 2023-C6 Mortgage Trust)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Mortgage Securities Trust 2017-GS8trust, appoint the Trustee to serve as trustee of such trust and the trust, assign, sell, transfer, set over transfer and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 1, 2, 3, 4, 5 5, 6(a) (other than excluding clause (viii) of Section 5(e) and 5(f6(a)), 6 (other than Section 6(a)(viii) and 6(i6(c)) and, to the extent related to the foregoing6(d), 76(e), 6(f), 6(g), 10, 11, 12, 13, 14, 1615, 17, 18 and 23 19 of each of the Mortgage Loan Purchase AgreementAgreements, (iii) the Co-Lender Intercreditor Agreements, and (iv) all escrow accounts, lock-box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersFund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than (i) payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off off Date and (ii) prepayments of principal collected on or before the Cut-off Date). Such assignment of each Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Servicing Agreement (if any) and each Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 12.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 1, 2, 3, 4, 5, 6(a) (excluding clause (viii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements, it is intended that the Trustee get the benefit of Sections 10, 11 and 14 thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10, 11 and 14 in connection therewith.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp), Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp), Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Mortgage Securities Trust 2017-GS8trust, appoint the Trustee to serve as trustee of such trust and the trust, assign, sell, transfer, set over transfer and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 1, 2, 3, 4, 5 (other than excluding Section 5(e) and 5(f5(d)), 6 6(a) (other than Section 6(a)(viiiexcluding clauses (viii) and 6(i(xii) of Section 6(a)) and), to the extent related to the foregoing6(c), 76(d), 6(e), 6(f), 6(g), 10, 11, 12, 13, 14, 1615, 17, 18 and 23 19 of each of the Mortgage Loan Purchase AgreementAgreements and Sections 20 and 21 of the Mortgage Loan Purchase Agreement among the Depositor, Ladder Capital Finance LLC and Ladder Capital Finance Holdings LLLP, (iii) the Co-Lender Intercreditor Agreements, and (iv) all escrow accounts, lock-box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersFund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (in each case, other than (i) payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off off Date; (ii) prepayments of principal collected on or before the Cut-off Date; and (iii) with respect to those Mortgage Loans that were closed in April 2013 but have their first Due Date in June 2013, any interest amounts relating to the period prior to the Cut-off Date). Such assignment of each Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Servicing Agreement (if any) and each Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 12.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 1, 2, 3, 4, 5 (excluding Section 5(d)), 6(a) (excluding clauses (viii) and (xii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements and Sections 20 and 21 of the Mortgage Loan Purchase Agreement among the Depositor, Ladder Capital Finance LLC and Ladder Capital Finance Holdings LLLP, it is intended that the Trustee get the benefit of Sections 10, 11 and 14 thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10, 11 and 14 in connection therewith.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-Lc11), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-Lc11), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-Lc11)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Mortgage Securities Trust 2017-GS8trust, appoint the Trustee to serve as trustee of such trust and the trust, assign, sell, transfer, set over transfer and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier Interests and the Loan REMIC Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 1, 2, 3, 4, 5 (other than Section 5(e) and 5(f)5, 6(a), 6 (other than Section 6(a)(viii) and 6(i6(c)) and, to the extent related to the foregoing6(d), 76(e), 6(f), 6(g), 11, 12, 1314, 1415, 16, 17, 18 and 23 20 of each of the Mortgage Loan Purchase AgreementAgreements, (iii) the Co-Lender Agreements, AB Intercreditor Agreements and (iv) all escrow accounts, lock-box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersFund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off off Date). Such assignment of each Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Servicing Agreement (if any) and each Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 11.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 1, 2, 3, 4, 5, 6(a), 6(c), 6(d), 6(e), 6(f), 6(g), 11, 12, 14, 15, 16, 18 and 20 of each of the Mortgage Loan Purchase Agreements, it is intended that the Trustee get the benefit of Sections 11, 12 and 15 thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 11, 12 and 15 in connection therewith.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Ps THR Certs Ser 2003-Ln1), Pooling and Servicing Agreement (Jp Morgan Chase Com Sec Corp Pass Thru Cert Ser 2003-Cibc6), Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Ps THR Certs Ser 2003-Ln1)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Mortgage Securities Trust 2017-GS8trust, appoint the Trustee to serve as trustee of such trust and the trust, assign, sell, transfer, set over transfer and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 1, 2, 3, 4, 5 (other than excluding Section 5(e5(d), 5(g) and 5(f5(h)), 6 6(a) (other than Section 6(a)(viiiexcluding clauses (viii) and 6(i(xii) of Section 6(a)) and), to the extent related to the foregoing6(c), 76(d), 6(e), 6(f), 6(g), 10, 11, 12, 13, 14, 1615, 17, 18 and 23 19 of each of the Mortgage Loan Purchase AgreementAgreements and Sections 20 and 21 of the Mortgage Loan Purchase Agreement among the Depositor, RTI and RCMC, Sections 20 and 21 of the Mortgage Loan Purchase Agreement among the Depositor, SMF II and Starwood, and under the RAIT Financial Trust Guaranty; (iii) the Co-Lender Intercreditor Agreements, and (iv) all escrow accounts, lock-box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersFund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (in each case, other than (i) payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off off Date; (ii) prepayments of principal collected on or before the Cut-off Date; and (iii) with respect to those Mortgage Loans that were closed in January or February 2014 but have their first Due Date in March 2014, any interest amounts relating to the period prior to the Cut-off Date). Such assignment of each Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Servicing Agreement (if any) and each Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 12.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 1, 2, 3, 4, 5 (excluding Section 5(d), 5(g) and 5(h)), 6(a) (excluding clauses (viii) and (xii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements and Sections 20 and 21 of the Mortgage Loan Purchase Agreement among the Depositor, RTI and RCMC, Sections 20 and 21 of the Mortgage Loan Purchase Agreement among the Depositor, SMF II and Starwood, and under the RAIT Financial Trust Guaranty, it is intended that the Trustee get the benefit of Sections 10, 11 and 14 thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10, 11 and 14 in connection therewith.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Citigroup Commercial Mortgage Securities Trust 20172015-GS8P1, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e) and 5(f)), 6 (other than Section 6(a)(viii6(i) and 6(iSection 6(j)) and), (and to the extent related to the foregoing, ) 7, 11, 12, 13, 14, 16, 17, 18 and 23 of the Mortgage each Loan Purchase Agreement, (iii) the each Co-Lender AgreementsAgreement, if any, and (iv) all escrow accountsEscrow Accounts, lockLock-box Box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). Such assignment of each Mortgage Loan that is part of a Whole any Outside Serviced Trust Loan is further subject to the terms and conditions of the applicable Other Pooling and Outside Servicing Agreement (if any) and each the related Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 11.08 of this Agreement, is intended by the parties to constitute a sale.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-P1), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs3), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-Gc33)

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Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Mortgage Securities Trust 2017-GS8trust, appoint the Trustee to serve as trustee of such trust and the trust, assign, sell, transfer, set over transfer and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 1, 2, 3, 4, 5 (other than excluding Section 5(e5(d), 5(g) and 5(f5(h)), 6 6(a) (other than Section 6(a)(viiiexcluding clauses (viii) and 6(i(xii) of Section 6(a)) and), to the extent related to the foregoing6(c), 76(d), 6(e), 6(f), 6(g), 10, 11, 12, 13, 14, 1615, 17, 18 and 23 19 of each of the Mortgage Loan Purchase AgreementAgreements, (iii) the Co-Lender Intercreditor Agreements, and (iv) all escrow accounts, lock-box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersFund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (in each case, other than (i) payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off off Date; (ii) prepayments of principal collected on or before the Cut-off Date; and (iii) with respect to those Mortgage Loans that were closed in July 2013 but have their first Due Date in September 2013, any interest amounts relating to the period prior to the Cut-off Date). Such assignment of each Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Servicing Agreement (if any) and each Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 12.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 1, 2, 3, 4, 5 (excluding Section 5(d)), 6(a) (excluding clauses (viii) and (xii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements, it is intended that the Trustee get the benefit of Sections 10, 11 and 14 thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10, 11 and 14 in connection therewith.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C14), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C14)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Mortgage Securities Trust 2017-GS8trust, appoint the Trustee to serve as trustee of such trust and the trust, assign, sell, transfer, set over transfer and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Uncertificated Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 1, 2, 3, 4, 5 (other than excluding Section 5(e5(d), 5(g) and 5(f5(h)), 6 6(a) (other than Section 6(a)(viiiexcluding clauses (viii) and 6(i(xii) of Section 6(a)) and), to the extent related to the foregoing6(c), 76(d), 6(e), 6(f), 6(g), 10, 11, 12, 13, 14, 1615, 17, 18 and 23 19 of each of the Mortgage Loan Purchase AgreementAgreements and Sections 20 and 21 of the Mortgage Loan Purchase Agreement among the Depositor, SMF II and Starwood; (iii) the Co-Lender Intercreditor Agreements, and (iv) all escrow accounts, lock-box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersFund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (in each case, other than (i) payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off off Date; (ii) prepayments of principal collected on or before the Cut-off Date; and (iii) with respect to those Mortgage Loans that were closed prior to April 2014 but have their first Due Date in June 2014, any interest amounts relating to the period prior to the Cut-off Date). Such assignment of each Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Servicing Agreement (if any) and each Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 12.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 1, 2, 3, 4, 5 (excluding Section 5(d)), 6(a) (excluding clauses (viii) and (xii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements and Sections 20 and 21 of the Mortgage Loan Purchase Agreement among the Depositor, SMF II and Starwood, it is intended that the Trustee get the benefit of Sections 10, 11 and 14 thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10, 11 and 14 in connection therewith.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2014-C20), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Mortgage Securities Trust 2017-GS8trust, appoint the Trustee to serve as trustee of such trust and the trust, assign, sell, transfer, set over transfer and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Class A-4FL/4FX Regular Interest and the Uncertificated Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 1, 2, 3, 4, 5 5, 6(a) (other than excluding clause (viii) of Section 5(e) and 5(f6(a)), 6 (other than Section 6(a)(viii) and 6(i6(c)) and, to the extent related to the foregoing6(d), 76(e), 6(f), 6(g), 10, 11, 12, 13, 14, 1615, 17, 18 and 23 19 of each of the Mortgage Loan Purchase AgreementAgreements, (iii) the Co-Lender Intercreditor Agreements, and (iv) all escrow accounts, lock-box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersFund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (in each case, other than (i) payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off off Date; (ii) prepayments of principal collected on or before the Cut-off Date; and (iii) with respect to those Mortgage Loans that were closed in May 2012 but have their first Due Date in July 2012, any interest amounts relating to the period prior to the Cut-off Date). Such assignment of each Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Servicing Agreement (if any) and each Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 12.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 1, 2, 3, 4, 5, 6(a) (excluding clause (viii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements, it is intended that the Trustee get the benefit of Sections 10, 11 and 14 thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10, 11 and 14 in connection therewith.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Cibx), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Cibx)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Mortgage Securities Trust 2017-GS8trust, appoint the Trustee to serve as trustee of such trust and the trust, assign, sell, transfer, set over transfer and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 1, 2, 3, 4, 5 (other than excluding Section 5(e5(d), 5(g) and 5(f5(h)), 6 6(a) (other than Section 6(a)(viiiexcluding clauses (viii) and 6(i(xii) of Section 6(a)) and), to the extent related to the foregoing6(c), 76(d), 6(e), 6(f), 6(g), 10, 11, 12, 13, 14, 1615, 17, 18 and 23 19 of each of the Mortgage Loan Purchase AgreementAgreements, (iii) Sections 20 and 21 of the Co-Lender Mortgage Loan Purchase Agreement among the Depositor, SMF II and Starwood, (iv) the RAIT Financial Trust Guaranty; (v) the Intercreditor Agreements, and (ivvi) all escrow accounts, lock-box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersFund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (in each case, other than (i) payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off off Date; (ii) prepayments of principal collected on or before the Cut-off Date; and (iii) with respect to those Mortgage Loans that were closed in July 2014 but have their first Due Date in August 2014, any interest amounts relating to the period prior to the Cut-off Date). Such assignment of each Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Servicing Agreement (if any) and each Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 12.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of (i) Sections 1, 2, 3, 4, 5 (excluding Section 5(d), 5(g) and 5(h)), 6(a) (excluding clauses (viii) and (xii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements, (ii) Sections 20 and 21 of the Mortgage Loan Purchase Agreement among the Depositor, SMF II and Starwood, and (iii) the RAIT Financial Trust Guaranty, it is intended that the Trustee get the benefit of Sections 10, 11 and 14 of each of the Mortgage Loan Purchase Agreements in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10, 11 and 14 in connection therewith.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Mortgage Securities Trust 2017-GS8trust, appoint the Trustee to serve as trustee of such trust and the trust, assign, sell, transfer, set over transfer and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 1, 2, 3, 4, 5 (other than excluding Section 5(e5(d), 5(g) and 5(f5(h)), 6 6(a) (other than Section 6(a)(viiiexcluding clauses (viii) and 6(i(xii) of Section 6(a)) and), to the extent related to the foregoing6(c), 76(d), 6(e), 6(f), 6(g), 10, 11, 12, 13, 14, 1615, 17, 18 and 23 19 of each of the Mortgage Loan Purchase AgreementAgreements and Sections 20 and 21 of the Mortgage Loan Purchase Agreement among the Depositor, RTI and RCMC, and under the RAIT Financial Trust Guaranty; (iii) the Co-Lender Intercreditor Agreements, and (iv) all escrow accounts, lock-box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersFund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (in each case, other than (i) payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off off Date). Such assignment ; (ii) prepayments of each principal collected on or before the Cut-off Date; (iii) with respect to those Mortgage Loan Loans that is part of a Whole Loan is further subject were closed in November 2013 but have their first Due Date in January or February 2014, any interest amounts relating to the terms and conditions of period prior to the applicable Other Pooling and Servicing Agreement (if anyCut-off Date) and each Co-Lender Agreement(iv) the Closing Date Interest Amount. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 12.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 1, 2, 3, 4, 5 (excluding Section 5(d)), 6(a) (excluding clauses (viii) and (xii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements and Sections 20 and 21 of the Mortgage Loan Purchase Agreement among the Depositor, RTI and RCMC, and under the RAIT Financial Trust Guaranty, it is intended that the Trustee get the benefit of Sections 10, 11 and 14 thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10, 11 and 14 in connection therewith.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C17)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Mortgage Securities Trust 2017-GS8trust, appoint the Trustee to serve as trustee of such trust and the trust, assign, sell, transfer, set over transfer and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Class A-2SFL Regular Interest and the Class A-JFL Regular Interest, the Uncertificated Middle-Tier Interests and the Uncertificated Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 1, 2, 3, 4, 5 5, 6(a) (other than excluding clause (viii) of Section 5(e) and 5(f6(a)), 6 (other than Section 6(a)(viii) and 6(i6(c)) and, to the extent related to the foregoing6(d), 76(e), 6(f), 6(g), 10, 11, 12, 13, 14, 1615, 17, 18 and 23 19 of each of the Mortgage Loan Purchase AgreementAgreements, (iii) the Co-Lender AgreementsIntercreditor Agreements and any intercreditor agreements with respect to any related mezzanine loans, and (iv) all escrow accounts, lock-box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersFund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than (i) payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date). Such assignment later of each March 1, 2007 and the Due Date for such Mortgage Loan in March 2007 (and March 1, 2007 for any Mortgage Loan that is part of does not have a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Servicing Agreement (if anyDue Date in March 2007) and each Co-Lender Agreement(ii) prepayments of principal collected on or before the later of March 1, 2007 and the Due Date for such Mortgage Loan in March 2007 (and March 1, 2007 for any Mortgage Loan that does not have a Due Date in March 2007). The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 12.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 1, 2, 3, 4, 5, 6(a) (excluding clause (viii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements, it is intended that the Trustee get the benefit of Sections 10, 11 and 14 thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10, 11 and 14 in connection therewith.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Mortgage Securities Trust 2017-GS8trust, appoint the Trustee to serve as trustee of such trust and the trust, assign, sell, transfer, set over transfer and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Class A-2SFL Regular Interest and the Class A-3SFL Regular Interest, the Uncertificated Middle-Tier Interests and the Uncertificated Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 1, 2, 3, 4, 5 5, 6(a) (other than excluding clause (viii) of Section 5(e) and 5(f6(a)), 6 (other than Section 6(a)(viii) and 6(i6(c)) and, to the extent related to the foregoing6(d), 76(e), 6(f), 6(g), 10, 11, 12, 13, 14, 1615, 17, 18 and 23 19 of each of the Mortgage Loan Purchase AgreementAgreements, (iii) the Co-Lender AgreementsIntercreditor Agreements and any intercreditor agreements with respect to any related mezzanine loans, and (iv) all escrow accounts, lock-box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersFund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than (i) payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date). Such assignment later of each December 1, 2006 and the Due Date for such Mortgage Loan in December 2006 (and December 1, 2006 for any Mortgage Loan that is part of does not have a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Servicing Agreement (if anyDue Date in December 2006) and each Co-Lender Agreement(ii) prepayments of principal collected on or before the later of December 1, 2006 and the Due Date for such Mortgage Loan in December 2006 (and December 1, 2006 for any Mortgage Loan that does not have a Due Date in December 2006). The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 12.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 1, 2, 3, 4, 5, 6(a) (excluding clause (viii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements, it is intended that the Trustee get the benefit of Sections 10, 11 and 14 thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10, 11 and 14 in connection therewith.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp9), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp9)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Mortgage Securities Trust 2017-GS8trust, appoint the Trustee to serve as trustee of such trust and the trust, assign, sell, transfer, set over transfer and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Class A-2FL/2FX Regular Interest and the Uncertificated Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 1, 2, 3, 4, 5 (other than excluding Section 5(e5(d), 5(g) and 5(f5(h)), 6 6(a) (other than Section 6(a)(viiiexcluding clauses (viii) and 6(i(xii) of Section 6(a)) and), to the extent related to the foregoing6(c), 76(d), 6(e), 6(f), 6(g), 10, 11, 12, 13, 14, 1615, 17, 18 and 23 19 of each of the Mortgage Loan Purchase AgreementAgreements and Sections 20 and 21 of the Mortgage Loan Purchase Agreement among the Depositor, SMF II and Starwood, (iii) the Co-Lender Intercreditor Agreements, and (iv) all escrow accounts, lock-box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersFund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (in each case, other than (i) payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off off Date; (ii) prepayments of principal collected on or before the Cut-off Date; and (iii) with respect to those Mortgage Loans that were closed in September 2013 but have their first Due Date in November 2013, any interest amounts relating to the period prior to the Cut-off Date). Such assignment of each Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Servicing Agreement (if any) and each Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 12.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 1, 2, 3, 4, 5 (excluding Section 5(d)), 6(a) (excluding clauses (viii) and (xii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements and Sections 20 and 21 of the Mortgage Loan Purchase Agreement among the Depositor, SMF II and Starwood, it is intended that the Trustee get the benefit of Sections 10, 11 and 14 thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10, 11 and 14 in connection therewith.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C15)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Mortgage Securities Trust 2017-GS8trust, appoint the Trustee to serve as trustee of such trust and the trust, assign, sell, transfer, set over transfer and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Class A-MFL Regular Interest and the Uncertificated Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 1, 2, 3, 4, 5 5, 6(a) (other than excluding clause (viii) of Section 5(e) and 5(f6(a)), 6 (other than Section 6(a)(viii) and 6(i6(c)) and, to the extent related to the foregoing6(d), 76(e), 6(f), 6(g), 10, 11, 12, 13, 14, 1615, 17, 18 and 23 19 of each of the Mortgage Loan Purchase AgreementAgreements, (iii) the Co-Lender Intercreditor Agreements, and (iv) all escrow accounts, lock-box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersFund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than (i) payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off off Date; (ii) prepayments of principal collected on or before the Cut-off Date; and (iii) with respect to those Mortgage Loans that were closed in August 2007 but have their first Due Date in October 2007, any interest amounts relating to the period prior to the Cut-off Date). Such assignment of each Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Servicing Agreement (if any) and each Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 12.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 1, 2, 3, 4, 5, 6(a) (excluding clause (viii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements, it is intended that the Trustee get the benefit of Sections 10, 11 and 14 thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10, 11 and 14 in connection therewith.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Cibc20)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Mortgage Securities Trust 2017-GS8trust, appoint the Trustee to serve as trustee of such trust and the trust, assign, sell, transfer, set over transfer and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier Interests and the Loan REMIC Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 1, 2, 3, 4, 5 (other than Section 5(e) and 5(f)5, 6(a), 6 (other than Section 6(a)(viii) and 6(i6(c)) and, to the extent related to the foregoing6(d), 6(e), 6(f), 6(g), 7, 11, 12, 1314, 1415, 16, 17, 18 and 23 20 of each of the Mortgage Loan Purchase Agreement, (iii) the Co-Lender Agreements, and (iviii) all escrow accounts, lock-box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersFund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off off Date). Such assignment of each Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Servicing Agreement (if any) and each Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 11.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 1, 2, 3, 4, 5, 6(a), 6(c), 6(d), 6(e), 6(f), 6(g), 7, 11, 12, 14, 15, 16, 18 and 20 of each of the Mortgage Loan Purchase Agreements, it is intended that the Trustee get the benefit of Sections 11, 12 and 15 thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 11, 12 and 15 in connection therewith.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Pas THR CRT Ser 2002 Cibc5)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Citigroup Commercial Mortgage Securities Trust 20172012-GS8GC8, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e) and 5(f)), 6 (other than Section 6(a)(viii) and 6(i)) and), (and to the extent related to the foregoing, ) 7, 11, 12, 13, 14, 16, 17, 18 and 23 of the Mortgage each Loan Purchase Agreement, (iii) the Co-Lender Intercreditor Agreements, (iv) the 17 Xxxxxxx Xxxxx Xxxxx Xxxxxxx Xxposit, and (ivv) all escrow accountsEscrow Accounts, lockLock-box Box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than payments of principal, interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date). Such assignment of each Mortgage Loan that is part of a Whole Loan is further , subject to the terms and conditions of the applicable Other Pooling and Servicing Agreement (if any) and each Co-Lender any related Intercreditor Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 11.08 of this Agreement, is intended by the parties to constitute a sale.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2012-Gc8)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Mortgage Securities Trust 2017-GS8trust, appoint the Trustee to serve as trustee of such trust and the trust, assign, sell, transfer, set over transfer and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier Interests and the Loan REMIC Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 1, 2, 3, 4, 5 (other than Section 5(e) and 5(f)5, 6(a), 6 (other than Section 6(a)(viii) and 6(i6(c)) and, to the extent related to the foregoing6(d), 6(e), 6(f), 6(g), 7, 11, 12, 1314, 1415, 16, 1718, 18 and 23 20 of each of the Mortgage Loan Purchase AgreementAgreements, (iii) the Co-Lender Agreements, and (iv) all escrow accounts, lock-box Accounts and all other assets included or to be included in the Trust Fund for the benefit and (iv) any rights of the CertificateholdersDepositor, as assignee of (i) Merrill Lynch Xxxxxxgx Xxxding, Inc. under the 75/101 Federax Xxxxxx Xx-Xxxxxx Xxxxxxxxx xxd the 75/101 Federax Xxxxxx Xxxxxxxxx Xxreement and (ii) JPMorgan Chase Bank under the Long Island Industrial Intercreditor Agreement. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off off Date). Such assignment of each Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Servicing Agreement (if any) and each Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 11.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 1, 2, 3, 4, 5, 6(a), 6(c), 6(d), 6(e), 6(f), 6(g), 7, 11, 12, 14, 15, 16, 18, and 20 of each of the Mortgage Loan Purchase Agreements, it is intended that the Trustee get the benefit of Sections 11, 12 and 15 thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 11, 12 and 15 in connection therewith. In connection with the foregoing, the Trustee hereby assumes all of the Depositor's rights and obligations as "Note A Lender" under, and agrees to be bound by, the 75/101 Federax Xxxxxx Xx-Xxxxxx Xxxxxxxxx xxd the 75/101 Federax Xxxxxx Xxxxxxxxx Xxreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Pas THR Cer Ser 2002-C2)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Citigroup Commercial Mortgage Securities Trust 20172012-GS8GC8, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e) and 5(f)), 6 (other than Section 6(a)(viii) and 6(i)) and), (and to the extent related to the foregoing, ) 7, 11, 12, 13, 14, 16, 17, 18 and 23 of the Mortgage each Loan Purchase Agreement, (iii) the Co-Lender Intercreditor Agreements, (iv) the 10 Xxxxxxx Xxxxx Xxxxx Xxxxxxx Deposit, and (ivv) all escrow accountsEscrow Accounts, lockLock-box Box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than payments of principal, interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date). Such assignment of each Mortgage Loan that is part of a Whole Loan is further , subject to the terms and conditions of the applicable Other Pooling and Servicing Agreement (if any) and each Co-Lender any related Intercreditor Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 11.08 of this Agreement, is intended by the parties to constitute a sale.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2012-Gc8)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Mortgage Securities Trust 2017-GS8trust, appoint the Trustee to serve as trustee of such trust and the trust, assign, sell, transfer, set over transfer and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Class A-JFL Regular Interest and the Uncertificated Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 1, 2, 3, 4, 5 5, 6(a) (other than excluding clause (viii) of Section 5(e) and 5(f6(a)), 6 (other than Section 6(a)(viii) and 6(i6(c)) and, to the extent related to the foregoing6(d), 76(e), 6(f), 6(g), 11, 12, 1314, 1415, 16, 1718, 18 19 and 23 20 of each of the Mortgage Loan Purchase AgreementAgreements, (iii) the Co-Lender Intercreditor Agreements, and (iv) all escrow accounts, lock-box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersFund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than (i) payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off off Date; (ii) prepayments of principal collected on or before the Cut-off Date; and (iii) with respect to those Mortgage Loans that were closed in March 2005 but have their first Due Date in May 2005, any interest amounts relating to the period prior to the Cut-off Date). Such assignment of each Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Servicing Agreement (if any) and each Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 11.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 1, 2, 3, 4, 5, 6(a) (excluding clause (viii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f), 6(g), 11, 12, 14, 15, 16, 18, 19 and 20 of each of the Mortgage Loan Purchase Agreements, it is intended that the Trustee get the benefit of Sections 11, 12 and 15 thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 11, 12 and 15 in connection therewith.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (JPMorgan Chase Commercial Mortgage Securities Corp, Series 2005-Cibc11)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Mortgage Securities Trust 2017-GS8trust, appoint the Trustee to serve as trustee of such trust and the trust, assign, sell, transfer, set over transfer and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 1, 2, 3, 4, 5 5, 6(a) (other than excluding clause (viii) of Section 5(e) and 5(f6(a)), 6 (other than Section 6(a)(viii) and 6(i6(c)) and, to the extent related to the foregoing6(d), 76(e), 6(f), 6(g), 10, 11, 12, 13, 14, 1615, 17, 18 and 23 19 of each of the Mortgage Loan Purchase AgreementAgreements, (iii) the Co-Lender Intercreditor Agreements, and (iv) all escrow accounts, lock-box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersFund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than (i) payments of principal, principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off off Date and (ii) prepayments of principal collected on or before the Cut-off Date). Such assignment of each the Houston Galleria Mortgage Loan that is part of a Whole and the right to service such Mortgage Loan is are further subject to the terms and conditions of the applicable Other Houston Galleria Pooling Agreement and Servicing Agreement (if any) and each Co-Lender the Houston Galleria Intercreditor Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 12.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 1, 2, 3, 4, 5, 6(a) (excluding clause (viii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements, it is intended that the Trustee get the benefit of Sections 10, 11 and 14 thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10, 11 and 14 in connection therewith.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (JP Morgan Chase Commercial Mortgage Securities Trust 2006-Cibc14)

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