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 (GS Mortgage Securities Trust 2018-Gs9), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2017-C42), Pooling and Servicing Agreement (Bank 2017-Bnk9)

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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 (Morgan Stanley Capital I Trust 2016-Bnk2), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2017-Gs7), 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 (Citigroup Commercial Mortgage Trust 2017-P8), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2017-Gs6), Pooling and Servicing Agreement (CD 2017-Cd4 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 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 (Citigroup Commercial Mortgage Trust 2016-P4), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-C34), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-Gc37)

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 (UBS Commercial Mortgage Trust 2017-C1), Pooling and Servicing Agreement (CD 2017-Cd4 Mortgage Trust), 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 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-B14 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2019-C7), Pooling and Servicing Agreement (Benchmark 2019-B15 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 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-C1), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-Gc37)

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-Gsa2), Pooling and Servicing Agreement (Benchmark 2020-B21 Mortgage Trust), Pooling and Servicing Agreement (JPMDB Commercial Mortgage Securities Trust 2020-Cor7)

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-B37 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 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 (Benchmark 2021-B23 Mortgage Trust), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2015-Gc32), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-Gc29)

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 (DBGS 2018-C1 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 2016-C6 Commercial Mortgage Trust), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2015-Ubs8), 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 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 (COMM 2019-Gc44 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2019-Gc43), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2019-Gc42)

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 (Citigroup Commercial Mortgage Trust 2017-C4), 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 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-C2 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 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 (GS Mortgage Securities Trust 2020-Gsa2), Pooling and Servicing Agreement (Benchmark 2020-B21 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2020-B20 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 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 (JPMCC Commercial Mortgage Securities Trust 2016-Jp3), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-Lc24)

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 (BMO 2023-C6 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2023-B39 Mortgage Trust), Pooling and Servicing Agreement (BBCMS Mortgage Trust 2023-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 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 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 (Wells Fargo Commercial Mortgage Trust 2015-Nxs3), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-Gc33), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-P1)

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 20172014-GS8GC22, 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 each Loan Purchase Agreement, (iii) the SMC Guaranty, (iv) the Co-Lender Agreements, Agreements 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 the Non-Serviced Mortgage Loan that is part of a Whole Loan is Loans are 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 11.08 of this Agreement, is intended by the parties to constitute a sale.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2017-H1), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc23), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc22)

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

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 20172014-GS8GC18, 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 each Loan Purchase Agreement, (iii) the SMC Guaranty, (iv) the Co-Lender Agreements, Agreements 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 With respect to each Mortgage Loan that is part accrues interest on the basis of a Whole Loan is further subject 360-day year and the actual number of days during each one-month interest accrual period, the Depositor shall make a cash deposit to the terms and conditions of Distribution Account in an amount equal to the applicable Other Pooling and Servicing Agreement (if any) and each Co-Lender Agreementaggregate Interest Deposit Amount. 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 2014-Gc19), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc18), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc18)

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 Benchmark 2019-B9 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 3 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2019-B10 Mortgage Trust), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2019-Gc38), Pooling and Servicing Agreement (Benchmark 2019-B9 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 2021-B27 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 and the Loan REMIC 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 (including each Loan REMIC Regular Interest) 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 3 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2021-B28 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2020-B17 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2021-B27 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-GS8C4, 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 2 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2017-C41), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2017-C4)

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 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(e5(a), 5(b), 5(c) 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, 1615, 17, 18 16 and 23 21 of the Mortgage each Loan Purchase Sale Agreement, (iii) the Co-Lender Agreements, Intercreditor 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 off Date), subject to any related Intercreditor Agreement. Such assignment of each the Non-Serviced Mortgage Loan that is part of a Whole Loan is are further subject to the terms and conditions of the applicable related Other Pooling Agreement and Servicing Agreement (if any) and each Co-Lender the Fair Lakes Office Park Intercreditor Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding Section 11.08, is intended by the parties to constitute a sale.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2006-Gg8), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2006-Gg8)

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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 CSAIL 2015-C2 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, 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 2 contracts

Samples: Pooling and Servicing Agreement (CSAIL 2015-C3 Commercial Mortgage Trust), Pooling and Servicing Agreement (CSAIL 2015-C2 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 Citigroup Commercial Mortgage Securities Trust 20172014-GS8GC19, 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 RAIT Financial Guaranty, (iv) the Co-Lender Agreements, Agreements 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 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 the Outside Serviced Trust Loans 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 2 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc22), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc19)

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 20172013-GS8GCJ12, 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, AMC Guaranty 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 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 11.08 of this Agreement, is intended by the parties to constitute a sale.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2013-Gcj12), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2013-Gcj12)

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 20172014-GS8GC25, 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 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, 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 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 2 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc26), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc25)

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 CSMC Trust 201720[ ]-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, (and to the extent related to the foregoing, ) 7, 11, 12, 13, 14, 16, 17, 18 and 23 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 Date). [Such assignment of each the Non-Serviced Mortgage Loan that is part of a Whole Loan is Loans are further subject to the terms and conditions of the applicable Other Pooling and Servicing Agreement (if any) and each Co-Lender Agreement.] With respect to each Mortgage Loan that accrues interest on the basis of a 360-day year and the actual number of days during each one-month interest accrual period, the Depositor shall make a cash deposit to the Distribution Account in an amount equal to the aggregate Interest Deposit Amount. 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 (Credit Suisse First Boston 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 20172013-GS8GCJ14, 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, other than the Class Q Uncertificated Interest) in trust without recourse for the benefit of the Certificateholders and the Holder of the Class Q Uncertificated Interest, 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 SMC Guaranty, (iv) the Co-Lender Agreements, Agreements 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 the Non-Serviced Mortgage Loan that is part of a Whole Loan is Loans are 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 11.08 of this Agreement, is intended by the parties to constitute a sale.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2013-Gcj14)

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-GS820[__]-[__], 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 2Xxxxxxxx [0, 30, 40, 5 0 (other xxxxx 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 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 Date). [Such assignment of each the Non-Serviced Mortgage Loan that is part of a Whole Loan is Loans are further subject to the terms and conditions of the applicable Other Pooling and Servicing Agreement (if any) and each Co-Lender Agreement.] With respect to each Mortgage Loan that accrues interest on the basis of a 360-day year and the actual number of days during each one-month interest accrual period, the Depositor shall make a cash deposit to the Distribution Account in an amount equal to the aggregate Interest Deposit Amount. 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 (Gs Mortgage Securities Corp Ii)

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 6(c), 6(d), 6(e), 6(f), 6(g), 6(h), 7, 10 (other than Section 6(a)(viii) solely in respect of the obligations of the applicable Mortgage Loan Sellers to pay the costs and 6(i)) and, expenses associated with assigning the related Mortgage Loans to the extent related to the foregoing, 7Trust Fund), 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), 6(h), 7, 10 (solely in respect of the obligations of the applicable Mortgage Loan Sellers to pay the costs and expenses associated with assigning the related Mortgage Loans to the Trust Fund), 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, 14 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, 14 and 15 in connection therewith.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Pass THR Cert Se 2003 C1)

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a common law trust to be under the laws of the State of New York, designated as GS "MLMT Commercial Mortgage Securities Trust 20172003-GS8KEY1" and consisting of the Trust Fund, appoint the Trustee to serve as trustee of such trust and does hereby assign, sell, transfer, set over and otherwise convey to the Trustee (as holder of the Lower-Tier Regular Interests) Trustee, in trust trust, without recourse 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, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on and all documents included in the related Mortgage Loan ScheduleFiles and Servicing Files, (ii) the rights of the Depositor under Sections 2, 3, 48, 5 (other than Section 5(e) and 5(f))9, 6 (other than Section 6(a)(viii) and 6(i)) and, to the extent related to the foregoing, 710, 11, 12, 13, 14, 16, 17, 18 18, 19 and 23 20 of each of the Merrill Mortgage Loan Purchase Agreement, KeyBank Mortgage Loan Purchase Agreement and the JPMorgan Mortgage Loan Purchase Agreement and (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 CertificateholdersFund. 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 after 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.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch Comm Mort Ps THR Certs Ser 2003-Key1)

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 20172013-GS8GCJ16, 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, other than the Class Q Uncertificated Interest) in trust without recourse for the benefit of the Certificateholders and the Holder of the Class Q Uncertificated Interest, 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 Date). Such assignment of each the Non-Serviced Mortgage Loan that is part of a Whole Loan is Loans are 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 11.08 of this Agreement, is intended by the parties to constitute a sale.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2013-Gcj16)

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), 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 JPMorgan Chase Bank under the Woodlands Office Park 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 and 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 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 Comm Mort Pass THR Certs Ser 2003-Pm1)

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 transfer and otherwise convey to the Trustee, 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 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, 79, 11, 12, 13, 14, 16, 17, 18 13 and 23 16 of each of the Mortgage Loan Purchase Agreement, Agreements and (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 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 2, 3, 9, 11, 13 and 16 of each of the Mortgage Loan Purchase Agreements, it is intended that the Trustee get the benefit of Sections 8, 10 and 12 thereof in connection with any exercise of rights under such assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 8, 10 and 12 in connection therewith.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Chase Commercial Mort Sec Corp Com Mor Pa Th Ce Ser 2000-1)

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 20172014-GS8GC23, 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 RTI 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 Loan Seller 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 1 contract

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc23)

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, 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 the Somerset Collection Mortgage Loan that is part of a Whole Loan is Loan, and the right to service such Mortgage Loan, are further subject to the terms and conditions of the applicable Other Pooling LB-UBS 2004-C2 PSA and Servicing Agreement (if any) and each the Somerset Collection 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 1 contract

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2004-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 CSAIL 2015-C4 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 each Loan Purchase Agreement, and Sections 24 and 25 of the Mortgage WDCPF I CS 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 1 contract

Samples: Pooling and Servicing Agreement (CSAIL 2015-C4 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 Citigroup Commercial Mortgage Securities Trust 20172019-GS8GC43, 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 1 contract

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2019-Gc43)

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)

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