Common use of Conveyance of Trust Mortgage Loans Clause in Contracts

Conveyance of Trust Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a common law trust under the laws of the State of New York, designated as "Xxxxxxx Xxxxx Mortgage Trust 2004-MKB1" and consisting of the Trust Fund, and does hereby assign, sell, transfer, set over and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders (and for the benefit of the other parties to this Agreement as their respective interests may appear) all the right, title and interest of the Depositor, in, to and under (i) the Trust Mortgage Loans and all documents included in the related Mortgage Files and Servicing Files, (ii) the rights of the Depositor under Sections 2, 3, 8, 9, 10, 11, 12, 13, 14, 16, 17, 18, 19 and 20 of each of the Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement and the Bank of America Mortgage Loan Purchase Agreement, (iii) the rights of the Depositor under the Great Mall Co-Lender Agreement and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of the Great Mall Trust Mortgage Loan, is subject to the provisions of the Great Mall Co-Lender Agreement. The Trustee, on behalf of the Trust, assumes the obligations of the "Note A Lender" under the Great Mall Co-Lender Agreement. The transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 11.07, is intended by the parties to constitute a sale.

Conveyance of Trust Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a common law trust under the laws of the State of New York, designated as "Xxxxxxx Xxxxx Mortgage Trust 20042005-MKB1CKI1" and consisting of the Trust Fund, and does hereby assign, sell, transfer, set over and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders (and for the benefit of the other parties to this Agreement as their respective interests may appear) all the right, title and interest of the Depositor, in, to and under (i) the Trust Mortgage Loans and all documents included in the related Mortgage Files and Servicing Files, (ii) the rights of the Depositor under Sections 2, 3, 8, 9, 10, 11, 12, 13, 14, 16, 17, 18, 19 and 20 of each of the Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement and the Bank of America Mortgage Loan Purchase Agreement, (iii) the rights of the Depositor under the Great Mall Co-Lender each Loan Combination Intercreditor Agreement and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of the Great Mall each Trust Mortgage LoanLoan that is part of a Loan Combination, is subject to the provisions of the Great Mall Co-Lender corresponding Loan Combination Intercreditor Agreement. The Trustee, on behalf of the Trust, assumes the obligations of the related "A Note A Holder" under each Loan Combination Intercreditor Agreement that relates to an A/B Loan Combination and the obligations of the "Lead Lender" under the Great Mall Co-Lender Glendale Galleria Intercreditor Agreement; provided that the Master Servicer shall, as further set forth in Article III, perform the servicing obligations and exercise the related rights of the related "A Note Holder" under each Loan Combination Intercreditor Agreement that relates to an A/B Loan Combination and perform the servicing obligations and exercise the related rights of the "Lead Lender" under the Glendale Galleria Intercreditor Agreement. The transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 11.07, is intended by the parties to constitute a sale.

Conveyance of Trust Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a common law trust under the laws of the State of New York, designated as "Xxxxxxx Xxxxx Mortgage Trust 20042005-MKB1MCP1" and consisting of the Trust Fund, and does hereby assign, sell, transfer, set over and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders (and for the benefit of the other parties to this Agreement as their respective interests may appear) all the right, title and interest of the Depositor, in, to and under (i) the Trust Mortgage Loans and all documents included in the related Mortgage Files and Servicing Files, (ii) the rights of the Depositor under Sections 2, 3, 8, 9, 10, 11, 12, 13, 14, 16, 17, 18, 19 and 20 of each of the Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement and the Bank of America Mortgage Loan Purchase Agreement, (iii) the rights of the Depositor under the Great Mall Co-Lender each Loan Combination Intercreditor Agreement and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of the Great Mall each Trust Mortgage LoanLoan that is part of a Loan Combination, is subject to the provisions of the Great Mall Co-Lender corresponding Loan Combination Intercreditor Agreement. The Trustee, on behalf of the Trust, assumes the obligations of (i) the "A Note Holder" under each Loan Combination Intercreditor Agreement that relates to an A/B Loan Combination and (ii) the "Note A LenderA-1 Holder" under the Great Mall Co-Lender Westchester Intercreditor Agreement; provided that the Master Servicer shall, as further set forth in Article III, perform the servicing obligations of the "A Note Holder" under each Loan Combination Intercreditor Agreement that relates to an A/B Loan Combination and the servicing obligations of the "Note A-1 Holder" under the Westchester Intercreditor Agreement. The transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 11.07, is intended by the parties to constitute a sale.

Conveyance of Trust Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a common law trust under the laws of the State of New York, designated as "Xxxxxxx Xxxxx ML-CFC Commercial Mortgage Trust 20042006-MKB14" and consisting of the Trust Fund, and does hereby assign, sell, transfer, set over and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders (and for the benefit of the other parties to this Agreement as their respective interests may appear) all the right, title and interest of the Depositor, in, to and under (i) the Trust Mortgage Loans and all documents included in the related Mortgage Files and Servicing Files, (ii) the rights of the Depositor under Sections 2, 3, 8, 9, 10, 11, 12, 13, 14, 1615, 17, 18, 19 20 and 20 21 of each of the Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement and the Bank of America Mortgage Loan Purchase Agreement, (iii) each Loan Combination Intercreditor Agreement, (iv) the rights of Park La Brea Apartments REMIC Declaration with respect to the Depositor under the Great Mall Co-Lender Agreement Loan REMIC and (ivv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of the Great Mall each Trust Mortgage LoanLoan that is part of a Loan Combination, is subject to the provisions of the Great Mall Co-Lender corresponding Loan Combination Intercreditor Agreement. The Trustee, on behalf of the Trust, assumes the obligations of the "holder of each A-Note A Lender" Trust Mortgage Loan and the Park La Brea Apartments Trust Mortgage Loan under the Great Mall Corelated Loan Combination Intercreditor Agreement; provided that the applicable Master Servicer shall, as further set forth in Article III, perform the servicing obligations and exercise the related rights of the related holder of an A-Lender Note Trust Mortgage Loan under the related Loan Combination Intercreditor Agreement. The transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 11.07, is intended by the parties to constitute a sale.

Conveyance of Trust Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a common law trust under the laws of the State of New York, designated as "Xxxxxxx Xxxxx ML-CFC Commercial Mortgage Trust 20042007-MKB18" and consisting of the Trust Fund, and does hereby assign, sell, transfer, set over and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders (and for the benefit of the other parties to this Agreement as their respective interests may appear) all the right, title and interest of the Depositor, in, to and under (i) the Trust Mortgage Loans and all documents included in the related Mortgage Files and Servicing Files, (ii) the rights of the Depositor under Sections 2, 3, 8, 9, 10, 11, 12, 13, 14, 1615, 17, 18, 19 20 and 20 21 of each of the Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement and the Bank of America Mortgage Loan Purchase Agreement, (iii) the rights of the Depositor under each Loan Combination Intercreditor Agreement, (iv) the Great Mall Co-Lender Agreement Interest Deposit Amount and (ivv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of the Great Mall each Trust Mortgage LoanLoan that is part of a Loan Combination, is subject to the provisions of the Great Mall Co-Lender corresponding Loan Combination Intercreditor Agreement. The Trustee, on behalf of the Trust, assumes the obligations of the related "A Note A LenderHolder," under the Great Mall Co-Lender Agreement. The transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 11.07, is intended by the parties to constitute a sale."

Conveyance of Trust Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a common law trust under the laws of the State of New York, designated as "Xxxxxxx Xxxxx Merrill Lynch Mortgage Trust 20042005-MKB1LC1" and consisting of the Trust Fund, and does hereby xxx xoxx xxreby assign, sell, transfer, set over and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders (and for the benefit of the other parties to this Agreement as their respective interests may appear) all the right, title and interest of the Depositor, in, to and under (i) the Trust Mortgage Loans and all documents included in the related Mortgage Files and Servicing Files, (ii) the rights of the Depositor under Sections 2, 3, 8, 9, 10, 11, 12, 13, 14, 16, 17, 18, 19 and 20 of each of the Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement and the Bank of America Mortgage Loan Purchase Agreement, (iii) the rights of the Depositor under each Loan Combination Intercreditor Agreement, (iv) the Great Mall Co-Lender rights of the Depositor under the Glendale Galleria Intercreditor Agreement and (ivv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of the Great Mall each Trust Mortgage LoanLoan that is part of a Loan Combination, is subject to the provisions of the Great Mall Co-Lender corresponding Loan Combination Intercreditor Agreement. The Trustee, on behalf of the Trust, assumes the obligations of the "Note A LenderA-2 Holder" under the Great Mall Co-Lender Glendale Galleria Intercreditor Agreement; provided that the Master Servicer shall, as further set forth in Article III, perform the servicing obligations of the "A Note Holder" under each Loan Combination Intercreditor Agreement that relates to an A/B Loan Combination and perform the servicing obligations and exercise the related rights of the "Note A-2 Holder" under the Glendale Galleria Intercreditor Agreement. The transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 11.07, is intended by the parties to constitute a sale.

Conveyance of Trust Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a common law trust under the laws of the State of New York, designated as "Xxxxxxx Xxxxx ML-CFC Commercial Mortgage Trust 20042007-MKB16" and consisting of the Trust Fund, and does hereby assign, sell, transfer, set over and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders (and for the benefit of the other parties to this Agreement as their respective interests may appear) all the right, title and interest of the Depositor, in, to and under (i) the Trust Mortgage Loans and all documents included in the related Mortgage Files and Servicing Files, (ii) the rights of the Depositor under Sections 2, 3, 8, 9, 10, 11, 12, 13, 14, 1615, 17, 18, 19 20 and 20 21 of each of the Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement and the Bank of America Mortgage Loan Purchase Agreement, (iii) the rights of the Depositor under the Great Mall Co-Lender each Loan Combination Intercreditor Agreement and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of the Great Mall each Trust Mortgage LoanLoan that is part of a Loan Combination, is subject to the provisions of the Great Mall Co-Lender corresponding Loan Combination Intercreditor Agreement. The Trustee, on behalf of the Trust, assumes the obligations of the "holder of each A-Note A Lender" Trust Mortgage Loan and the Peter Cooper Village axx Xxxxxxxxxt Town Trust Mortgage Loan under the Great Mall Corelated Loan Combination Intercreditor Agreement; provided that the applicable Master Servicer shall, as further set forth in Article III, perform the servicing obligations and exercise the related rights of the related holder of an A-Lender Note Trust Mortgage Loan under the related Loan Combination Intercreditor Agreement. The transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 11.07, is intended by the parties to constitute a sale.

Conveyance of Trust Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a common law trust under the laws of the State of New York, designated as "Xxxxxxx Xxxxx Mortgage Trust 20042008-MKB1" and consisting of the Trust FundC1", and does hereby assign, sell, transfer, set over and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders (and for the benefit of the other parties to this Agreement as their respective interests may appear) all the right, title and interest of the Depositor, in, to and under (i) the Trust Mortgage Loans and all documents included in the related Mortgage Files and Servicing Files, (ii) the rights of the Depositor under Sections 2, 3, 8, 9, 10, 11, 12, 13, 14, 16, 17, 8 through 18, 19 20 and 20 21 of each of the Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement and the Bank of America Mortgage Loan Purchase Agreement, (iii) the rights of the Depositor under the Great Mall each Loan Combination Co-Lender Agreement and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of the Great Mall each Loan Combination Trust Mortgage Loan, is subject to the provisions of the Great Mall corresponding Loan Combination Co-Lender Agreement and any related Outside Servicing Agreement. The Trustee, on behalf of the Trust, assumes the obligations of the "Note A Lender" holder of each Loan Combination Trust Mortgage under the Great Mall related Loan Combination Co-Lender Agreement; provided that the applicable Master Servicer or the Special Servicer, as further set forth in Article III, shall perform the servicing obligations of the related holder of a Loan Combination Trust Mortgage Loan under the related Loan Combination Co-Lender Agreement. The transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 11.07, is intended by the parties to constitute a sale.

Conveyance of Trust Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a common law trust under the laws of the State of New York, designated as "Xxxxxxx Xxxxx Mortgage Trust 20042005-MKB1MCP1" and consisting of the Trust Fund, and does hereby assign, sell, transfer, set over and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders (and for the benefit of the other parties to this Agreement as their respective interests may appear) all the right, title and interest of the Depositor, in, to and under (i) the Trust Mortgage Loans and all documents included in the related Mortgage Files and Servicing Files, (ii) the rights of the Depositor under Sections 2, 3, 8, 9, 10, 11, 12, 13, 14, 16, 17, 18, 19 and 20 of each of the Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement and the Bank of America Mortgage Loan Purchase Agreement, (iii) the rights of the Depositor under the Great Mall Co-Lender each Loan Combination Intercreditor Agreement and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of the Great Mall each Trust Mortgage LoanLoan that is part of a Loan Combination, is subject to the provisions of the Great Mall Co-Lender corresponding Loan Combination Intercreditor Agreement. The Trustee, on behalf of the Trust, assumes the obligations of (i) the "A Note Holder" under each A/B Intercreditor Agreement and (ii) the "Note A LenderA-1 Holder" under the Great Mall Co-Lender Westchester Intercreditor Agreement; provided that the Master Servicer shall, as further set forth in Article III, perform the servicing obligations of the "A Note Holder" under each A/B Intercreditor Agreement and the servicing obligations of the "Note A-1 Holder" under the Westchester Intercreditor Agreement. The transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 11.07, is intended by the parties to constitute a sale.

Conveyance of Trust Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a common law trust under the laws of the State of New York, designated as "Xxxxxxx Xxxxx Merrill Lynch Mortgage Trust 2004-MKB1200_-_" and consisting of the Trust FundFuxx, and does xxx xxxx hereby assign, sell, transfer, set over and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders (and for the benefit of the other parties to this Agreement as their respective interests may appear) all the right, title and interest of the Depositor, in, to and under (i) the Trust Mortgage Loans and all documents included in the related Mortgage Files and Servicing Files, (ii) the rights of the Depositor under Sections 2, 3, 8, 9, 10, 11, 12, 13, 14, 16, 17, 18, 19 and 20 of each of the Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement and the Bank of America Mortgage Loan Purchase Agreement, (iii) the rights of the Depositor under each Loan Combination Intercreditor Agreement, (iv) the Great Mall Co-Lender rights of the Depositor under the [Blackacre] Intercreditor Agreement and (ivv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of the Great Mall each Trust Mortgage LoanLoan that is part of a Loan Combination, is subject to the provisions of the Great Mall Co-Lender corresponding Loan Combination Intercreditor Agreement. The Trustee, on behalf of the Trust, assumes the obligations of the "[Note A Lender" A-2 Holder"] under the Great Mall Co-Lender [Blackacre] Intercreditor Agreement; provided that the Master Servicer shall, as further set forth in Article III, perform the servicing obligations of the ["A Note Holder"] under each Loan Combination Intercreditor Agreement that relates to an A/B Loan Combination and perform the servicing obligations and exercise the related rights of the ["Note A-2 Holder"] under the [Blackacre] Intercreditor Agreement. The transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 11.07, is intended by the parties to constitute a sale.

Conveyance of Trust Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a common law trust under the laws of the State of New York, designated as "Xxxxxxx Xxxxx ML-CFC Commercial Mortgage Trust 20042006-MKB11" and consisting of the Trust Fund, and does hereby assign, sell, transfer, set over and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders (and for the benefit of the other parties to this Agreement as their respective interests may appear) all the right, title and interest of the Depositor, in, to and under (i) the Trust Mortgage Loans and all documents included in the related Mortgage Files and Servicing Files, (ii) the rights of the Depositor under Sections 2, 3, 8, 9, 10, 11, 12, 13, 14, 16, 17, 18, 19 and 20 of each of the Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement and the Bank of America Mortgage Loan Purchase Agreement, (iii) the rights of the Depositor under the Great Mall Co-Lender each Loan Combination Intercreditor Agreement and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of the Great Mall each Trust Mortgage LoanLoan that is part of a Loan Combination, is subject to the provisions of the Great Mall Co-Lender corresponding Loan Combination Intercreditor Agreement. The Trustee, on behalf of the Trust, assumes the obligations of the related "A Note A Holder" or "Lead Lender" ", as the case may be, under the Great Mall Co-Lender related Loan Combination Intercreditor Agreement; provided that the Master Servicer shall, as further set forth in Article III, perform the servicing obligations and exercise the related rights of the related "A Note Holder" or "Lead Lender", as the case may be, under each Loan Combination Intercreditor Agreement. The transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 11.07, is intended by the parties to constitute a sale.

Conveyance of Trust Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a common law trust under the laws of the State of New York, designated as "Xxxxxxx Xxxxx ML-CFC Commercial Mortgage Trust 20042006-MKB12" and consisting of the Trust Fund, and does hereby assign, sell, transfer, set over and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders (and for the benefit of the other parties to this Agreement as their respective interests may appear) all the right, title and interest of the Depositor, in, to and under (i) the Trust Mortgage Loans and all documents included in the related Mortgage Files and Servicing Files, (ii) the rights of the Depositor under Sections 2, 3, 8, 9, 10, 11, 12, 13, 14, 1615, 17, 18, 19 20 and 20 21 of each of the Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement and the Bank of America Mortgage Loan Purchase Agreement, (iii) the rights of the Depositor under the Great Mall Co-Lender each Loan Combination Intercreditor Agreement and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of the Great Mall each Trust Mortgage LoanLoan that is part of a Loan Combination, is subject to the provisions of the Great Mall Co-Lender corresponding Loan Combination Intercreditor Agreement. The Trustee, on behalf of the Trust, assumes the obligations of the related "A Note A Holder" or "Lead Lender" ", as the case may be, under the Great Mall Co-Lender related Loan Combination Intercreditor Agreement; provided that the applicable Master Servicer shall, as further set forth in Article III, perform the servicing obligations and exercise the related rights of the related "A Note Holder" or "Lead Lender", as the case may be, under each Loan Combination Intercreditor Agreement. The transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 11.07, is intended by the parties to constitute a sale.

Conveyance of Trust Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a common law trust under the laws of the State of New York, designated as "Xxxxxxx Xxxxx Citigroup Commercial Mortgage Trust 20042006-MKB1" and consisting of the Trust FundC5", and does hereby assign, sell, transfer, set over and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders (and for the benefit of the other parties to this Agreement as their respective interests may appear) all the right, title and interest of the Depositor, in, to and under (i) the Trust Mortgage Loans and all documents included in the related Mortgage Files and Servicing Files, (ii) the rights of the Depositor under Sections 1, 2, 33 and 5 (and to the extent related to the foregoing, 8, 9, 10, 11, 12, 13, 14, 16, 17, 18, 19 Sections 8 through 17 and 20 19) of each of the Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement and the Bank of America Mortgage Loan Purchase AgreementAgreements, (iii) the rights of the Depositor under the Great Mall each Co-Lender Agreement and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of the Great Mall each Trust Mortgage LoanLoan that is part of a Loan Combination, is subject to the provisions of the Great Mall corresponding Co-Lender Agreement. The Trustee, on behalf of the Trust, assumes the rights and obligations of the "holder of the Mortgage Note A Lender" for each Combination Mortgage Loan under the Great Mall related Co-Lender Agreement; provided that Master Servicer No. 2 and the Special Servicer shall, as further set forth in Article III, perform the servicing obligations of the holder of the Mortgage Note for each A-Note Trust Mortgage Loan under the related Co-Lender Agreement. The transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 11.07, is intended by the parties to constitute a sale. The Trust Fund shall constitute the sole assets of the Trust. Except as expressly provided herein, the Trust may not issue or invest in additional securities, borrow money or make loans to other Persons. The fiscal year end of the Trust shall be December 31.

Conveyance of Trust Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a common law trust under the laws of the State of New York, designated as "Xxxxxxx Xxxxx Citigroup Commercial Mortgage Trust 20042008-MKB1" and consisting of the Trust FundC7", and does hereby assign, sell, transfer, set over and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders (and for the benefit of the other parties to this Agreement as their respective interests may appear) all the right, title and interest of the Depositor, Depositor in, to and under (i) the Trust Mortgage Loans and all documents included in the related Mortgage Files and Servicing Files, (ii) Sections 1, 2 and 3 (and to the rights of extent related to the Depositor under foregoing, Sections 2, 3, 8, 9, 10, 11, 12, 13, 14, 16, 17, 18, 19 8 through 17 and 20 19) of each of the Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement and the Bank of America Mortgage Loan Purchase AgreementAgreements, (iii) the rights of the Depositor under the Great Mall each Co-Lender Agreement and Outside Servicing Agreement with respect to the Trust Mortgage Loans and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of the Great Mall each Trust Mortgage LoanLoan that is part of a Loan Combination, is subject to the provisions of the Great Mall corresponding Co-Lender Agreement. The Trustee, on behalf of the Trust, assumes the rights and obligations of the "holder of the Mortgage Note A Lender" for each LC Trust Mortgage Loan under the Great Mall related Co-Lender Agreement; provided that the applicable Master Servicer and the Special Servicer shall, as further set forth in Article III, perform the servicing obligations of the holder of the Mortgage Note for each SLC Trust Mortgage Loan under the related Co-Lender Agreement. The transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 11.07, is intended by the parties to constitute a sale. The Trust Fund shall constitute the sole assets of the Trust. Except as expressly provided herein, the Trust may not issue or invest in additional securities, borrow money or make loans to other Persons. The fiscal year end of the Trust shall be December 31.

Conveyance of Trust Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a common law trust under the laws of the State of New York, designated as "Xxxxxxx Xxxxx Mortgage Trust 20042006-MKB1C1" and consisting of the Trust Fund, and does hereby assign, sell, transfer, set over and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders (and for the benefit of the other parties to this Agreement as their respective interests may appear) all the right, title and interest of the Depositor, in, to and under (i) the Trust Mortgage Loans and all documents included in the related Mortgage Files and Servicing Files, (ii) the rights of the Depositor under Sections 2, 3, 8, 9, 10, 11, 12, 13, 14, 16, 17, 1819, 19 20 and 20 21 of each of the Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement and the Bank of America Mortgage Loan Purchase Agreement, (iii) the rights of the Depositor under the Great Mall Co-Lender each Loan Combination Intercreditor Agreement and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of the Great Mall each Trust Mortgage LoanLoan that is part of a Loan Combination, is subject to the provisions of the Great Mall Co-Lender corresponding Loan Combination Intercreditor Agreement. The Trustee, on behalf of the Trust, assumes the obligations of the related "A Note A Lender" under the Great Mall Co-Lender Agreement. The transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute andHolder", notwithstanding Section 11.07, is intended by the parties to constitute a sale."

Conveyance of Trust Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a common law trust under the laws of the State of New York, designated as "Xxxxxxx Xxxxx ML-CFC Commercial Mortgage Trust 20042007-MKB1" and consisting of the Trust Fund9", and does hereby assign, sell, transfer, set over and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders (and for the benefit of the other parties to this Agreement as their respective interests may appear) all the right, title and interest of the Depositor, in, to and under (i) the Trust Mortgage Loans and all documents included in the related Mortgage Files and Servicing Files, (ii) Sections 2 and 3 (and, to the rights of extent related to the Depositor under foregoing, Sections 2, 3, 8, 9, 10, 11, 12, 13, 14, 16, 17, 18, 19 8 through 18 and 20 20) of each of the Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement and the Bank of America Mortgage Loan Purchase Agreement, (iii) the rights of the Depositor under the Great Mall each Loan Combination Co-Lender Agreement Agreement, (iv) upon issuance thereof, the Loan REMIC Regular Interest(s), and (ivv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of the Great Mall each Loan Combination Trust Mortgage Loan, is subject to the provisions of the Great Mall corresponding Loan Combination Co-Lender Agreement and any related Outside Servicing Agreement. The Trustee, on behalf of the Trust, assumes the obligations of the "Note A Lender" holder of each Loan Combination Trust Mortgage under the Great Mall related Loan Combination Co-Lender Agreement; provided that the applicable Master Servicer or the Special Servicer, as further set forth in Article III, shall perform the servicing obligations of the related holder of a Loan Combination Trust Mortgage Loan under the related Loan Combination Co-Lender Agreement. The transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 11.07, is intended by the parties to constitute a sale.

Conveyance of Trust Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a common law trust under the laws of the State of New York, designated as "Xxxxxxx Xxxxx CD 2007-CD4 Commercial Mortgage Trust 2004-MKB1" and consisting of the Trust FundTrust", and does hereby assign, sell, transfer, set over and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders (and for the benefit of the other parties to this Agreement as their respective interests may appear) all the right, title and interest of the Depositor, in, to and under (i) the Trust Mortgage Loans and all documents included in the related Mortgage Files and Servicing Files, (ii) the rights of the Depositor under Sections 1, 2, 33 and 5 (and to the extent related to the foregoing, 8, 9, 10, 11, 12, 13, 14, 16, 17, 18, 19 Sections 8 through 17 and 20 19) of each of the Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement and the Bank of America Mortgage Loan Purchase AgreementAgreements, (iii) the rights of the Depositor under the Great Mall each Co-Lender Agreement and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of the Great Mall each Trust Mortgage LoanLoan that is part of a Loan Combination, is subject to the provisions of the Great Mall corresponding Co-Lender Agreement. The Trustee, on behalf of the Trust, assumes the rights and obligations of the "holder of the Mortgage Note A Lender" for each LC Trust Mortgage Loan under the Great Mall related Co-Lender Agreement; provided that the applicable Master Servicer and the Special Servicer shall, as further set forth in Article III, perform the servicing obligations of the holder of the Mortgage Note for each SLC Trust Mortgage Loan under the related Co-Lender Agreement. The transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 11.07, is intended by the parties to constitute a sale. The Trust Fund shall constitute the sole assets of the Trust. Except as expressly provided herein, the Trust may not issue or invest in additional securities, borrow money or make loans to other Persons. The fiscal year end of the Trust shall be December 31.

Conveyance of Trust Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a common law trust under the laws of the State of New York, designated as "Xxxxxxx Xxxxx ML-CFC Commercial Mortgage Trust 20042006-MKB13" and consisting of the Trust Fund, and does hereby assign, sell, transfer, set over and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders (and for the benefit of the other parties to this Agreement as their respective interests may appear) all the right, title and interest of the Depositor, in, to and under (i) the Trust Mortgage Loans and all documents included in the related Mortgage Files and Servicing Files, (ii) the rights of the Depositor under Sections 2, 3, 8, 9, 10, 11, 12, 13, 14, 1615, 17, 18, 19 20 and 20 21 of each of the Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement and the Bank of America Mortgage Loan Purchase Agreement, (iii) the rights of the Depositor under the Great Mall Co-Lender each Loan Combination Intercreditor Agreement and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of the Great Mall each Trust Mortgage LoanLoan that is part of a Loan Combination, is subject to the provisions of the Great Mall Co-Lender corresponding Loan Combination Intercreditor Agreement. The Trustee, on behalf of the Trust, assumes the obligations of the "holder of each A-Note A Lender" Trust Mortgage Loan under the Great Mall Corelated Loan Combination Intercreditor Agreement; provided that the applicable Master Servicer shall, as further set forth in Article III, perform the servicing obligations and exercise the related rights of the related holder of an A-Lender Note Trust Mortgage Loan under each Loan Combination Intercreditor Agreement. The transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 11.07, is intended by the parties to constitute a sale.