Common use of Conveyance of Mortgage Loan Clause in Contracts

Conveyance of Mortgage Loan. (a) Effective as of the Closing Date, subject only to the Seller's receipt of the Purchase Consideration and the satisfaction or waiver of the conditions to closing set forth in Section 5 of this Agreement (which conditions shall be deemed to have been satisfied or waived upon the Seller's receipt of the Purchase Consideration), the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (except as set forth in this Agreement), all the right, title and interest of the Seller in and to the Mortgage Loan as of such date, on a servicing released basis, together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance proceeds. The Mortgage Loan Schedule, as it may be amended, shall conform to the requirements set forth in this Agreement and the Pooling and Servicing Agreement. (b) The Purchaser or its assignee shall be entitled to receive all scheduled payments of principal and interest due after the Cut-off Date, and all other recoveries of principal and interest collected after the Cut-off Date (other than in respect of principal and interest on the Mortgage Loan due on or before the Cut-off Date). All scheduled payments of principal and interest due on or before the Cut-off Date but collected after the Cut-off Date, and recoveries of principal and interest collected on or before the Cut-off Date (only in respect of principal and interest on the Mortgage Loan due on or before the Cut-off Date and principal prepayments thereon), shall belong to, and be promptly remitted to, the Seller. (c) The Seller hereby represents and warrants that it has or will have, on behalf of the Purchaser, delivered to the Trustee (i) on or before the Closing Date, the documents and instruments specified below with respect to the Mortgage Loan that are Specially Designated Mortgage Loan Documents and (ii) on or before the date that is 30 days after the Closing Date, the remaining documents and instruments specified below that are not Specially Designated Mortgage Loan Documents with respect to the Mortgage Loan (the documents and instruments specified below and referred to in clauses (i) and (ii) preceding, collectively, the "Mortgage File"). The Mortgage File so delivered will be held by the Trustee in escrow for the benefit of the Seller at all times prior to the Closing Date. The Mortgage File with respect to the Mortgage Loan shall contain the following documents: (i) the original executed Mortgage Note for the Mortgage Loan, including any power of attorney related to the execution thereof (or a lost note affidavit and indemnity with a copy of such Mortgage Note attached thereto), together with any and all intervening endorsements thereon, endorsed on its face or by allonge attached thereto (without recourse, representation or warranty, express or implied) to the order of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (ii) an original or copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iii) an original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iv) an original executed assignment, in recordable form (except for completion of the assignee's name (if the assignment is delivered in blank) and any missing recording information or a certified copy of that assignment as sent for recording), of (a) the Mortgage, (b) any related Assignment of Leases (if such item is a document separate from the Mortgage) and (c) any other recorded document relating to the Mortgage Loan otherwise included in the Mortgage File, in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (v) an original assignment of all unrecorded documents relating to the Mortgage Loan (to the extent not already assigned pursuant to clause (iv) above) in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (vi) originals or copies of any consolidation, assumption, substitution and modification agreements in those instances where the terms or provisions of the Mortgage or Mortgage Note have been consolidated or modified or the Mortgage Loan has been assumed; (vii) the original or a copy of the policy or certificate of lender's title insurance or, if such policy has not been issued or located, an original or copy of an irrevocable, binding commitment (which may be a pro forma policy or a marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy; (viii) any filed copies or other evidence of filing of any prior UCC Financing Statements in favor of the originator of the Mortgage Loan or in favor of any assignee prior to the Trustee (but only to the extent the Seller had possession of such UCC Financing Statements prior to the Closing Date) and, if there is an effective UCC Financing Statement in favor of the Seller on record with the applicable public office for UCC Financing Statements, a UCC Financing Statement assignment, in form suitable for filing in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, as assignee, or in blank; (ix) an original or copy of any Ground Lease, guaranty or ground lessor estoppel; (x) any intercreditor agreement relating to permitted debt of the Mortgagor and any intercreditor agreement relating to mezzanine debt related to the Mortgagor; (xi) an original or a copy of any loan agreement, any escrow or reserve agreement, any security agreement, any management agreement, any agreed upon procedures letter, any lockbox or cash management agreements, any environmental reports or any letter of credit, in each case relating to the Mortgage Loan; and (xii) if the Mortgage Loan is secured by a hospitality property, a signed copy of any franchise agreement and/or franchisor comfort letter. The foregoing Mortgage File delivery requirement shall be subject to Section 2.01(c) of the Pooling and Servicing Agreement. (d) The Seller shall take all actions reasonably necessary to permit the Trustee to fulfill its obligations pursuant to Section 2.01(d) of the Pooling and Servicing Agreement with respect to the Mortgage Loan, including bearing the out-of-pocket costs and expenses of the Trustee in connection with the performance by the Trustee of its recording, filing and delivery obligations pursuant to Section 2.01(d) of the Pooling and Servicing Agreement. (e) All such other relevant documents and records that (a) relate to the administration or servicing of the Mortgage Loan, (b) are reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loan by the Master Servicer in connection with its duties under the Pooling and Servicing Agreement, and (c) are in the possession or under the control of the Seller, together with all unapplied escrow amounts and reserve amounts in the possession or under the control of the Seller that relate to the Mortgage Loan, shall be delivered or caused to be delivered by the Seller to the Master Servicer (or, at the direction of the Master Servicer, to the appropriate sub-servicer); provided that the Seller shall not be required to deliver any draft documents, privileged or other communications, credit underwriting or due diligence analyses, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Seller agrees to use reasonable efforts to deliver to the Trustee, for its administrative convenience in reviewing the Mortgage Files, a mortgage loan checklist for the Mortgage Loan. The foregoing sentence notwithstanding, the failure of the Seller to deliver a mortgage loan checklist or a complete mortgage loan checklist shall not give rise to any liability whatsoever on the part of the Seller to the Purchaser, the Trustee or any other person because the delivery of the mortgage loan checklist is being provided to the Trustee solely for its administrative convenience. (f) The Seller shall take such actions as are reasonably necessary to assign or otherwise grant to the Trust Fund the benefit of any letters of credit in the name of the Seller, which secure the Mortgage Loan. (g) On or before the Closing Date, the Seller shall provide to the Master Servicer, the initial data (as of the Cut-off Date or the most recent earlier date for which such data is available) contemplated by the CMSA Loan Setup File, the CMSA Loan Periodic Update File, the CMSA Operating Statement Analysis Report and the CMSA Property File.

Conveyance of Mortgage Loan. (a) Effective as of the Closing Date, subject only to the Seller's receipt of the Purchase Consideration purchase price referred to in Section 1 hereof and the satisfaction or waiver of the conditions to closing set forth in Section 5 of this Agreement (which conditions shall be deemed to have been satisfied or waived upon the Seller's receipt of the Purchase Consideration)8 hereof, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (except as set forth in this Agreement)recourse, all the right, title and interest of the Seller (other than the primary servicing rights) in and to the Mortgage Loan as identified on the Mortgage Loan Schedule as of such date, on a servicing released basis, together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance proceeds. The Mortgage Loan Schedule, as it may be amended, shall conform to the requirements set forth in this Agreement and the Pooling and Servicing Agreement. (b) The Purchaser or its assignee shall be entitled to receive all scheduled payments of principal and interest due after the Cut-off Date, and all other recoveries of principal and interest collected after the Cut-off Date (other than in respect of principal and interest on the Mortgage Loan due on or before the Cut-off Date). All scheduled payments of principal and interest due on or before the Cut-off Date for the Mortgage Loan, but collected after the Cut-off Date, and recoveries of principal and interest collected on or before the Cut-off Date (only in respect of principal and interest on the Mortgage Loan due on or before the Cut-off Date and principal prepayments thereon)such date, shall belong to, and be promptly remitted to, the Seller. (c) The Seller hereby represents and warrants that it has or will have, on behalf of the Purchaser, delivered to the Trustee (i) on On or before the Closing Date, the documents and instruments specified below with respect to the Mortgage Loan that are Specially Designated Mortgage Loan Documents and (ii) Seller shall, on or before the date that is 30 days after the Closing Date, the remaining documents and instruments specified below that are not Specially Designated Mortgage Loan Documents with respect to the Mortgage Loan (the documents and instruments specified below and referred to in clauses (i) and (ii) preceding, collectively, the "Mortgage File"). The Mortgage File so delivered will be held by the Trustee in escrow for the benefit behalf of the Seller at all times prior initial Purchaser, deliver to the Closing Date. The Mortgage File and deposit with respect to the Mortgage Loan shall contain the following documents: (i) the original executed Trustee or a Custodian appointed thereby, a Mortgage Note File for the Mortgage LoanLoan in accordance with the terms of, including any power of attorney related and conforming to the execution thereof (or a lost note affidavit and indemnity with a copy of such Mortgage Note attached thereto)requirements set forth in, together with any and all intervening endorsements thereon, endorsed on its face or by allonge attached thereto (without recourse, representation or warranty, express or implied) to the order of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (ii) an original or copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iii) an original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iv) an original executed assignment, in recordable form (except for completion of the assignee's name (if the assignment is delivered in blank) and any missing recording information or a certified copy of that assignment as sent for recording), of (a) the Mortgage, (b) any related Assignment of Leases (if such item is a document separate from the Mortgage) and (c) any other recorded document relating to the Mortgage Loan otherwise included in the Mortgage File, in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (v) an original assignment of all unrecorded documents relating to the Mortgage Loan (to the extent not already assigned pursuant to clause (iv) above) in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (vi) originals or copies of any consolidation, assumption, substitution and modification agreements in those instances where the terms or provisions of the Mortgage or Mortgage Note have been consolidated or modified or the Mortgage Loan has been assumed; (vii) the original or a copy of the policy or certificate of lender's title insurance or, if such policy has not been issued or located, an original or copy of an irrevocable, binding commitment (which may be a pro forma policy or a marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy; (viii) any filed copies or other evidence of filing of any prior UCC Financing Statements in favor of the originator of the Mortgage Loan or in favor of any assignee prior to the Trustee (but only to the extent the Seller had possession of such UCC Financing Statements prior to the Closing Date) and, if there is an effective UCC Financing Statement in favor of the Seller on record with the applicable public office for UCC Financing Statements, a UCC Financing Statement assignment, in form suitable for filing in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, as assignee, or in blank; (ix) an original or copy of any Ground Lease, guaranty or ground lessor estoppel; (x) any intercreditor agreement relating to permitted debt of the Mortgagor and any intercreditor agreement relating to mezzanine debt related to the Mortgagor; (xi) an original or a copy of any loan agreement, any escrow or reserve agreement, any security agreement, any management agreement, any agreed upon procedures letter, any lockbox or cash management agreements, any environmental reports or any letter of credit, in each case relating to the Mortgage Loan; and (xii) if the Mortgage Loan is secured by a hospitality property, a signed copy of any franchise agreement and/or franchisor comfort letter. The foregoing Mortgage File delivery requirement shall be subject to Section 2.01(c) of the Pooling and Servicing Agreement, with copies of such Mortgage File to be delivered by the Trustee to, upon request, the Master Servicer (at the expense of the Trustee), within 10 Business Days of such request; and (ii) the Master Servicer (or, at the direction of the Master Servicer, to the appropriate Sub-Servicer). (d) The Seller shall take all actions reasonably necessary to permit the Trustee to fulfill its obligations pursuant to Section 2.01(d) of the Pooling and Servicing Agreement shall, with respect to the Mortgage Loan, including bearing through an Independent third party (the out-of-pocket costs "Recording Agent") retained by it, as and expenses of in the Trustee manner provided in connection with the performance by the Trustee of its recording, filing and delivery obligations pursuant to Section 2.01(d) of the Pooling and Servicing Agreement. Agreement (e) All such other relevant documents and records that (a) relate in any event within 45 days following the later of the Closing Date and the date on which all necessary recording information is available to the administration or servicing Recording Agent), cause (i) each assignment of Mortgage and assignment of Assignment of Leases, in favor of, and delivered as part of the related Mortgage LoanFile to the Trustee, to be submitted for recordation in the appropriate public office for real property records, and (bii) are such assignments to be delivered to the Trustee following their return by the applicable public recording office, with copies of any such returned assignments to be delivered by the Trustee to the Master Servicer, at the expense of the Seller, at least every 90 days after the Closing Date (or at additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loan by the Master Servicer); provided that, if the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, then a certified copy of the recorded original shall be forwarded to the Trustee. If any such document or instrument is lost or returned unrecorded because of a defect therein, then the Seller shall prepare a substitute therefor or cure such defect or cause such to be done, as the case may be, and the Seller shall deliver such substitute or corrected document or instrument to the Trustee (or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing Agreement, to the then holder of the Mortgage Loan). The Seller shall bear the out-of-pocket costs and expenses of all such recording and delivery contemplated in the preceding paragraph, including, without limitation, any out-of-pocket costs and expenses that may be incurred by the Trustee in connection with any such recording or delivery performed by the Trustee at the Seller's request and the fees of the Recording Agent. Pursuant to the Pooling and Servicing Agreement and a letter agreement dated May 9, 2007 (the "Filing Letter Agreement") between Redwood Trust, Inc. (the "Payee"), the Depositor, the Seller and the Trustee, the Trustee, through a third party (the "Filing Agent") retained by it, as and in the manner provided in the Pooling and Servicing Agreement and at the expense of the Payee (and in any event within 45 days following the later of the Closing Date and the date on which all necessary filing information is available to the Filing Agent), is required to cause (i) each assignment of Uniform Commercial Code financing statements prepared by the Seller, in favor of, and delivered as part of the related Mortgage File to the Trustee, to be submitted for filing in the appropriate public office, and (ii) such assignments to be delivered to the Trustee following their return by the applicable public filing office, with copies of any such returned assignments to be delivered by the Trustee to the Master Servicer, at the expense of the Seller, at least every 90 days after the Closing Date (or at additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loan by the Master Servicer). The Seller hereby agrees to reasonably cooperate with the Trustee and the Filing Agent with respect to the filing of the assignments of Uniform Commercial Code financing statements as described in this paragraph and to forward to the Trustee filing confirmation, if any, received in connection with such Uniform Commercial Code financing statements filed in accordance with this paragraph. Notwithstanding the foregoing, to the extent the Trustee provides the Payee, pursuant to the Filing Letter Agreement, with an invoice for the expenses (i) reasonably to be incurred in connection with the filings referred to in this paragraph and (ii) required to be paid by the Payee pursuant to the Filing Letter Agreement, and such expenses are not paid by the Payee in advance of such filings, the Trustee, pursuant to the Pooling and Servicing Agreement and the Filing Letter Agreement and at the expense of the Seller, shall only be required to cause the filing agent to file the assignments of such Uniform Commercial Code financing statements with respect to the Mortgage Loan secured by hotel or hospitality properties. (e) With respect to the Mortgage Loan, the Seller shall deliver to and deposit with the Master Servicer the following documents (other than any document that constitutes part of the Mortgage File for the Mortgage Loan): copies of any final appraisal, final survey, final engineering report, final environmental report, opinion letters of counsel to the related mortgagor delivered in connection with the closing of the Mortgage Loan, escrow agreements, reserve agreements, organization documentation for the related mortgagor, organizational documentation for any related guarantor or indemnitor, if the related guarantor or indemnitor is an entity, insurance certificates or insurance review reports, leases for tenants representing 10% or more of the annual income with respect to the related Mortgaged Property, final seismic report and property management agreements, rent roll, property operating statement and financial statements for the related guarantor or indemnitor, cash management or lockbox agreement, zoning letters or zoning reports and the documents, if any, specifically set forth on Exhibit C hereto (collectively, the "Mortgage Origination Documents"), but in each case, only if the subject document (a) was in fact obtained in connection with the origination of the Mortgage Loan, (b) is reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loan by the Master Servicer or Special Servicer in connection with its duties under the Pooling and Servicing Agreement, and (c) are in the possession or under the control of the Seller, together with all unapplied escrow amounts and reserve amounts is in the possession or under the control of the Seller that relate to shall, within 45 days of the Mortgage LoanClosing Date, shall be delivered or caused to be delivered by the Seller to the Master Servicer (or, at the direction of the Master Servicer, to the appropriate subSub-servicerServicer); provided that the Seller shall not be required to deliver any draft documents, privileged or other communicationscommunications or correspondence, credit underwriting or due diligence analysesanalyses or information, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Seller agrees to use reasonable efforts to deliver . (f) After the Seller's transfer of the Mortgage Loan to the TrusteePurchaser, for its administrative convenience in reviewing as provided herein, the Mortgage Files, a mortgage loan checklist for Seller shall not take any action inconsistent with the Purchaser's ownership of the Mortgage Loan. The foregoing sentence notwithstandingExcept for actions that are the express responsibility of another party hereunder or under the Pooling and Servicing Agreement, and further except for actions that the Seller is expressly permitted to complete subsequent to the Closing Date, the failure Seller shall, on or before the Closing Date, take all actions required under applicable law to effectuate the transfer of the Seller to deliver a mortgage loan checklist or a complete mortgage loan checklist shall not give rise to any liability whatsoever on the part of Mortgage Loan by the Seller to the Purchaser, the Trustee or any other person because the delivery of the mortgage loan checklist is being provided to the Trustee solely for its administrative convenience. (f) The Seller shall take such actions as are reasonably necessary to assign or otherwise grant to the Trust Fund the benefit of any letters of credit in the name of the Seller, which secure the Mortgage Loan. (g) On In connection with the obligations of the Master Servicer under the Pooling and Servicing Agreement, if the Mortgage Loan is secured by the interests of the related Mortgagor in a hospitality property (identified on Schedule VI to the Pooling and Servicing Agreement) or the Mortgage Loan has a related letter of credit, the Seller shall deliver to and deposit with the Master Servicer, on or before the Closing Date, any related franchise agreement, franchise comfort letter and the original of such letter of credit. Further, if the Mortgage Loan has a related letter of credit and the Master Servicer determines that a draw under such letter of credit has become necessary under the terms thereof prior to the assignment of such letter of credit having been effected in accordance with Section 3.01(e) of the Pooling and Servicing Agreement, the Seller shall, upon the written direction of the Master Servicer, use its best efforts to make such draw or to cause such draw to be made on behalf of the Trustee. (h) Pursuant to the Pooling and Servicing Agreement, the Master Servicer shall review the documents with respect to the Mortgage Loan delivered by the Seller pursuant to or as contemplated by Section 2(e) hereof and provide the Seller and the Controlling Class Representative and the Special Servicer with a certificate (the "Master Servicer Certification") within 90 days of the Closing Date acknowledging its (or the appropriate Sub-Servicer's) receipt as of the date of the Master Servicer Certification of such documents actually received (provided that such review shall be limited to identifying the document received, the mortgage loan to which it purports to relate, that it appears regular on its face and that it appears to have been executed (where appropriate)). Notwithstanding anything to the contrary set forth herein, to the extent the Seller has not been notified in writing of its failure to deliver any document with respect to the Mortgage Loan required to be delivered pursuant to or as contemplated by Section 2(e) hereof prior to the date occurring 18 months following the date of the Master Servicer Certification, the Seller shall have no obligation to provide such document. (i) In addition, on the Closing Date, the Seller shall provide deliver to the Master ServicerServicer for deposit in the Pool Custodial Account, any Initial Deposit relating to the initial data (as of the Cut-off Date or the most recent earlier date for which such data is available) contemplated by the CMSA Loan Setup File, the CMSA Loan Periodic Update File, the CMSA Operating Statement Analysis Report and the CMSA Property FileMortgage Loan.

Conveyance of Mortgage Loan. (a) Effective as of the Closing Date, subject only to the Seller's receipt of the Purchase Consideration purchase price referred to in Section 1 hereof and the satisfaction or waiver of the conditions to closing set forth in Section 5 of this Agreement (which conditions shall be deemed to have been satisfied or waived upon the Seller's receipt of the Purchase Consideration)7 hereof, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (except as set forth in this Agreement)recourse, all the right, title and interest of the Seller (other than the primary servicing rights) in and to the Mortgage Loan identified on the Mortgage Loan Schedule as of such date, on a servicing released basis, together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance proceeds. The Mortgage Loan Schedule, as it may be amended, shall conform to the requirements set forth in this Agreement and the Pooling and Servicing Agreement. (b) The Purchaser or its assignee shall be entitled to receive all scheduled payments of principal and interest due after the Cut-off Date, and all other recoveries of principal and interest collected after the Cut-off Date (other than in respect of principal and interest on the Mortgage Loan due on or before the Cut-off Date). All scheduled payments of principal and interest due on or before the Cut-off Date for the Mortgage Loan, but collected after the Cut-off Date, and recoveries of principal and interest collected on or before the Cut-off Date (only in respect of principal and interest on the Mortgage Loan due on or before the Cut-off Date and principal prepayments thereon)such date, shall belong to, and be promptly remitted to, the Seller. (c) The Seller hereby represents and warrants that it has or will have, on behalf of the Purchaser, delivered to the Trustee (i) on On or before the Closing Date, the documents and instruments specified below with respect to the Mortgage Loan that are Specially Designated Mortgage Loan Documents and (ii) Seller shall, on or before the date that is 30 days after the Closing Date, the remaining documents and instruments specified below that are not Specially Designated Mortgage Loan Documents with respect to the Mortgage Loan (the documents and instruments specified below and referred to in clauses (i) and (ii) preceding, collectively, the "Mortgage File"). The Mortgage File so delivered will be held by the Trustee in escrow for the benefit behalf of the Seller at all times prior initial Purchaser, deliver to the Closing Date. The Mortgage File and deposit with, or cause to be delivered to and deposited with respect to the Mortgage Loan shall contain the following documents: (i) the original executed Trustee or a Custodian appointed thereby, a Mortgage Note File for the Mortgage LoanLoan in accordance with the terms of, including any power of attorney related and conforming to the execution thereof (or a lost note affidavit and indemnity with a copy of such Mortgage Note attached thereto)requirements set forth in, together with any and all intervening endorsements thereon, endorsed on its face or by allonge attached thereto (without recourse, representation or warranty, express or implied) to the order of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (ii) an original or copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iii) an original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iv) an original executed assignment, in recordable form (except for completion of the assignee's name (if the assignment is delivered in blank) and any missing recording information or a certified copy of that assignment as sent for recording), of (a) the Mortgage, (b) any related Assignment of Leases (if such item is a document separate from the Mortgage) and (c) any other recorded document relating to the Mortgage Loan otherwise included in the Mortgage File, in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (v) an original assignment of all unrecorded documents relating to the Mortgage Loan (to the extent not already assigned pursuant to clause (iv) above) in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (vi) originals or copies of any consolidation, assumption, substitution and modification agreements in those instances where the terms or provisions of the Mortgage or Mortgage Note have been consolidated or modified or the Mortgage Loan has been assumed; (vii) the original or a copy of the policy or certificate of lender's title insurance or, if such policy has not been issued or located, an original or copy of an irrevocable, binding commitment (which may be a pro forma policy or a marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy; (viii) any filed copies or other evidence of filing of any prior UCC Financing Statements in favor of the originator of the Mortgage Loan or in favor of any assignee prior to the Trustee (but only to the extent the Seller had possession of such UCC Financing Statements prior to the Closing Date) and, if there is an effective UCC Financing Statement in favor of the Seller on record with the applicable public office for UCC Financing Statements, a UCC Financing Statement assignment, in form suitable for filing in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, as assignee, or in blank; (ix) an original or copy of any Ground Lease, guaranty or ground lessor estoppel; (x) any intercreditor agreement relating to permitted debt of the Mortgagor and any intercreditor agreement relating to mezzanine debt related to the Mortgagor; (xi) an original or a copy of any loan agreement, any escrow or reserve agreement, any security agreement, any management agreement, any agreed upon procedures letter, any lockbox or cash management agreements, any environmental reports or any letter of credit, in each case relating to the Mortgage Loan; and (xii) if the Mortgage Loan is secured by a hospitality property, a signed copy of any franchise agreement and/or franchisor comfort letter. The foregoing Mortgage File delivery requirement shall be subject to Section 2.01(c) of the Pooling and Servicing Agreement. (d) The Seller shall take all actions reasonably necessary to permit the Trustee to fulfill its obligations pursuant to Section 2.01(d) of the Pooling and Servicing Agreement with respect to the Mortgage Loan, including bearing the out-of-pocket costs and expenses of the Trustee in connection with the performance by the Trustee of its recording, filing and delivery obligations pursuant to Section 2.01(d) of the Pooling and Servicing Agreement. (e) All such other relevant documents and records that (a) relate to the administration or servicing of the Mortgage Loan, (b) are reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loan by the Master Servicer in connection with its duties under the Pooling and Servicing Agreement, and (c) are in the possession or under the control with copies of the Seller, together with all unapplied escrow amounts and reserve amounts in the possession or under the control of the Seller that relate to the each Mortgage Loan, shall be delivered or caused File to be delivered by the Seller to Trustee to, upon request, the Master Servicer (at the expense of the Trustee), within 10 Business Days of such request; and (ii) the Master Servicer (or, at the direction of the Master Servicer, to the appropriate subSub-servicerServicer), all unapplied Escrow Payments and Reserve Funds in the possession or under the control of the Seller that relate to the Mortgage Loan. (d) The Seller or LBHI shall retain, with respect to the Mortgage Loan, an Independent third party (the "Recording/Filing Agent") through which it shall: (i) as and in the manner provided in the Pooling and Servicing Agreement (and in any event within 45 days following the later of the Closing Date and the date on which all necessary recording or filing, as applicable, information is available to the subject Recording/Filing Agent), submit for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as applicable (A) each related assignment of Mortgage and assignment of Assignment of Leases, in favor of, and delivered under clause (a)(iv) of the definition of Mortgage File to, the Trustee, and (B) solely with respect to nursing facilities and hospitality properties (identified on Schedule VI to the Pooling and Servicing Agreement), each assignment of UCC Financing Statement, in favor of, and delivered under clause (a)(iv) of the definition of Mortgage File to, the Trustee; and (ii) cause each such assignment of Mortgage, assignment of Assignment of Leases and assignment of UCC Financing Statement to be delivered to the Trustee following its return by the appropriate public office for real property records or UCC Financing Statements, as applicable, with copies of any such returned assignments to be delivered by the Trustee to the Master Servicer, at the expense of the Seller, at least every 90 days after the Closing Date (or at additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Mortgage Loan by the Master Servicer); provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain a certified copy of the recorded original. Notwithstanding the foregoing, the Seller may request the Trustee to submit for recording or filing, as applicable, any of the assignments of Mortgage, assignments of Assignment of Leases or assignments of UCC Financing Statements referred to in this paragraph, and in such event, the Seller shall cause any such unrecorded or unfiled document to be delivered to the Trustee. If any such assignment of Mortgage, assignment of Assignment of Leases and/or assignment of UCC Financing Statement referred to in the preceding paragraph is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Seller shall prepare or cause the preparation of a substitute therefor or cure such defect or cause such to be done, as the case may be, and the Seller shall deliver such substitute or corrected document or instrument to the Trustee (or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing Agreement, to the then holder of such Mortgage Loan). The Seller shall bear the out-of-pocket costs and expenses of all such recording and delivery contemplated in the preceding two paragraphs, including, without limitation, any out-of-pocket costs and expenses that may be incurred by the Trustee in connection with any such recording or delivery performed by the Trustee at the Seller's or the Purchaser's request and the fees of the Recording Agent. (e) With respect to the Mortgage Loan, the Seller shall deliver to and deposit with, or cause to be delivered to and deposited with, the Master Servicer, within 45 days of the Closing Date, the Mortgage Loan Origination Documents (other than any document that constitutes part of the Mortgage File for such Mortgage Loan); provided that the Seller shall not be required to deliver any draft documents, privileged or other communicationscommunications or correspondence, credit underwriting or due diligence analysesanalyses or information, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Seller agrees to use reasonable efforts to deliver . (f) After the Seller's transfer of the Mortgage Loan to the TrusteePurchaser, for its administrative convenience in reviewing as provided herein, the Mortgage Files, a mortgage loan checklist for Seller shall not take any action inconsistent with the Purchaser's ownership of the Mortgage Loan. The foregoing sentence notwithstandingExcept for actions that are the express responsibility of another party hereunder or under the Pooling and Servicing Agreement, and further except for actions that the Seller is expressly permitted to complete subsequent to the Closing Date, the failure Seller shall, on or before the Closing Date, take all actions required under applicable law to effectuate the transfer of the Seller to deliver a mortgage loan checklist or a complete mortgage loan checklist shall not give rise to any liability whatsoever on the part of Mortgage Loan by the Seller to the Purchaser, the Trustee or any other person because the delivery of the mortgage loan checklist is being provided to the Trustee solely for its administrative convenience. (f) The Seller shall take such actions as are reasonably necessary to assign or otherwise grant to the Trust Fund the benefit of any letters of credit in the name of the Seller, which secure the Mortgage Loan. (g) On In connection with the obligations of the Master Servicer under Sections 3.01(e) and 3.19(c) of the Pooling and Servicing Agreement, with regard to each Mortgage Loan that is secured by the interests of the related Mortgagor in a hospitality property (identified on Schedule VI to the Pooling and Servicing Agreement) and each Mortgage Loan that has a related letter of credit, the Seller shall deliver to and deposit with, or cause to be delivered to and deposited with, the Master Servicer, on or before the Closing Date, any related franchise agreement, franchise comfort letter and the original of such letter of credit. Further, in the event, with respect to a Mortgage Loan with a related letter of credit, the Master Servicer determines that a draw under such letter of credit has become necessary under the terms thereof prior to the assignment of such letter of credit having been effected in accordance with Section 3.01(e) of the Pooling and Servicing Agreement, the Seller shall, upon the written direction of the Master Servicer, use its best efforts to make such draw or to cause such draw to be made on behalf of the Trustee. (h) Pursuant to the Pooling and Servicing Agreement, the Master Servicer shall review the documents with respect to the Mortgage Loan delivered by the Seller pursuant to or as contemplated by Section 2(e) and provide the Seller and the Controlling Class Representative and the Special Servicer with a certificate (the "Master Servicer Certification") within 90 days of the Closing Date acknowledging its (or the appropriate Sub-Servicer's) receipt as of the date of the Master Servicer Certification of such documents actually received; provided that such review shall be limited to identifying the document received; the Mortgage Loan to which it purports to relate, that it appears regular on its face and that it appears to have been executed (where appropriate). Notwithstanding anything to the contrary set forth herein, to the extent the Seller has not been notified in writing of its failure to deliver any document with respect to the Mortgage Loan required to be delivered pursuant to or as contemplated by Section 2(e) hereof prior to the first anniversary of the date of the Master Servicer Certification, the Seller shall have no obligation to provide such document. (i) In addition, on the Closing Date, the Seller shall provide deliver (i) to the Master Servicer, Servicer for deposit in the initial data (as of Pool Custodial Account the Cut-off Date or Initial Deposits relating to the most recent earlier date for which such data is available) contemplated by the CMSA Loan Setup File, the CMSA Loan Periodic Update File, the CMSA Operating Statement Analysis Report and the CMSA Property FileMortgage Loan.

Conveyance of Mortgage Loan. (a) Effective as of the Closing Date, subject only to receipt by the Seller's receipt Seller of the Purchase Consideration and the satisfaction or waiver of the conditions purchase price referred to closing set forth in Section 5 1 hereof (exclusive of this Agreement (which conditions shall be deemed to have been satisfied or waived upon the Seller's receipt of the Purchase Considerationany applicable holdback for transaction expenses), the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (except as set forth in this Agreement)recourse, all the right, title and interest of the Seller in and to the Mortgage Loan identified on the Mortgage Loan Schedule as of such date, including all interest and principal received or receivable by the Seller on a servicing released basisor with respect to the Mortgage Loan after the Cut-off Date for such Mortgage Loan, together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance proceedspolicies and any escrow, reserve or other comparable accounts related to the Mortgage Loan. The Mortgage Loan Schedule, as it may be amended, shall conform to the requirements set forth in this Agreement and the Pooling and Servicing Agreement. (b) The Purchaser or its assignee shall be entitled to receive (and, to the extent received by or on behalf of the Seller, the Seller shall deliver or cause to be delivered to or at the direction of the Purchaser) all scheduled payments of principal and interest due on the Mortgage Loan after the its Cut-off Date, and all other recoveries of principal and interest collected thereon after the Cut-off Date (other than in respect of principal and interest on the Mortgage Loan due on or before the such Cut-off Date). All scheduled payments of principal and interest due thereon on or before the Cut-off Date but for the Mortgage Loan and collected after the Cut-off Date, and recoveries of principal and interest collected on or before the such Cut-off Date (only in respect of principal and interest on the Mortgage Loan due on or before the Cut-off Date and principal prepayments thereon), shall belong to, and be promptly remitted to, to the Seller. (cb) The In connection with the Seller's assignment pursuant to subsection (a) above, the Seller hereby represents and warrants that it has or will haveagrees that, on behalf of the Purchaser, delivered to the Trustee at least five (i5) on or Business Days before the Closing Date, it shall have delivered, or caused to be delivered, to and deposited with the Trustee, the Mortgage File (as described on Exhibit B hereto) for the Mortgage Loan so assigned to the extent that such Mortgage File was delivered to the Seller by GSMC. On the Closing Date, upon notification from the Seller that the purchase price referred to in Section 1 (exclusive of any applicable holdback for transaction expenses) has been received by the Seller, the Trustee shall be authorized to release to the Purchaser or its designee the Mortgage File in the Trustee's possession relating to the Mortgage Loan. (c) All documents and instruments specified below with respect records in the Seller's possession (or under its control) relating to the Mortgage Loan that are Specially Designated not required to be a part of a Mortgage Loan Documents and File in accordance with Exhibit B (ii) on or before the date that is 30 days after the Closing Date, the remaining all such other documents and instruments specified below that are not Specially Designated Mortgage Loan Documents with respect to the Mortgage Loan (the documents and instruments specified below and referred to in clauses (i) and (ii) preceding, collectivelyrecords, the "Mortgage Servicing File"). The Mortgage File so delivered will be held by the Trustee in escrow for the benefit of the Seller at all times prior to the Closing Date. The Mortgage File with respect to the Mortgage Loan shall contain the following documents: (i) the original executed Mortgage Note for the Mortgage Loan, including any power of attorney related to the execution thereof (or a lost note affidavit and indemnity with a copy of such Mortgage Note attached thereto), together with any all escrow payments, reserve funds and all intervening endorsements thereon, endorsed on its face or by allonge attached thereto (without recourse, representation or warranty, express or implied) to the order of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (ii) an original or copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iii) an original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iv) an original executed assignment, in recordable form (except for completion of the assignee's name (if the assignment is delivered in blank) and any missing recording information or a certified copy of that assignment as sent for recording), of (a) the Mortgage, (b) any related Assignment of Leases (if such item is a document separate from the Mortgage) and (c) any other recorded document relating to the Mortgage Loan otherwise included comparable funds in the Mortgage File, in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (v) an original assignment of all unrecorded documents relating to the Mortgage Loan (to the extent not already assigned pursuant to clause (iv) above) in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (vi) originals or copies of any consolidation, assumption, substitution and modification agreements in those instances where the terms or provisions of the Mortgage or Mortgage Note have been consolidated or modified or the Mortgage Loan has been assumed; (vii) the original or a copy of the policy or certificate of lender's title insurance or, if such policy has not been issued or located, an original or copy of an irrevocable, binding commitment (which may be a pro forma policy or a marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy; (viii) any filed copies or other evidence of filing of any prior UCC Financing Statements in favor of the originator of the Mortgage Loan or in favor of any assignee prior to the Trustee (but only to the extent the Seller had possession of such UCC Financing Statements prior to the Closing Date) and, if there is an effective UCC Financing Statement in favor of the Seller on record with the applicable public office for UCC Financing Statements, a UCC Financing Statement assignment, in form suitable for filing in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, as assignee, (or in blank; (ixunder its control) an original or copy of any Ground Lease, guaranty or ground lessor estoppel; (x) any intercreditor agreement relating to permitted debt of the Mortgagor and any intercreditor agreement relating to mezzanine debt related to the Mortgagor; (xi) an original or a copy of any loan agreement, any escrow or reserve agreement, any security agreement, any management agreement, any agreed upon procedures letter, any lockbox or cash management agreements, any environmental reports or any letter of credit, in each case relating to the Mortgage Loan; and (xii) if the Mortgage Loan is secured by a hospitality property, a signed copy of any franchise agreement and/or franchisor comfort letter. The foregoing Mortgage File delivery requirement shall be subject to Section 2.01(c) of the Pooling and Servicing Agreement. (d) The Seller shall take all actions reasonably necessary to permit the Trustee to fulfill its obligations pursuant to Section 2.01(d) of the Pooling and Servicing Agreement with respect to the Mortgage Loan, including bearing the outshall (unless they are held by a sub-of-pocket costs and expenses servicer that shall, as of the Trustee in connection with the performance by the Trustee Closing Date, begin acting on behalf of its recording, filing and delivery obligations pursuant to Section 2.01(d) of the Pooling and Servicing Agreement. (e) All such other relevant documents and records that (a) relate to the administration or servicing of the Mortgage Loan, (b) are reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loan by the Master Servicer in connection with its duties under the Pooling and Servicing Agreement, and (cpursuant to a written agreement between such parties) are in the possession or under the control of the Seller, together with all unapplied escrow amounts and reserve amounts in the possession or under the control of the Seller that relate to the Mortgage Loan, shall be delivered or caused to be delivered by the Seller (or its agent) to the Master Servicer Purchaser (or, at or its designee) no later than the direction of the Master Servicer, to the appropriate Closing Date. If a sub-servicer); provided that the Seller shall not be required to deliver any draft documentsservicer shall, privileged or other communications, credit underwriting or due diligence analyses, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Seller agrees to use reasonable efforts to deliver to the Trustee, for its administrative convenience in reviewing the Mortgage Files, a mortgage loan checklist for the Mortgage Loan. The foregoing sentence notwithstanding, the failure as of the Seller to deliver a mortgage loan checklist or a complete mortgage loan checklist shall not give rise to any liability whatsoever on the part of the Seller to the Purchaser, the Trustee or any other person because the delivery of the mortgage loan checklist is being provided to the Trustee solely for its administrative convenience. (f) The Seller shall take such actions as are reasonably necessary to assign or otherwise grant to the Trust Fund the benefit of any letters of credit in the name of the Seller, which secure the Mortgage Loan. (g) On or before the Closing Date, begin acting on behalf of the Master Servicer with respect to any Mortgage Loan pursuant to a written agreement between such parties, the Seller shall provide deliver a copy of the related Servicing File to the Master Servicer, . (d) The Seller's records will reflect the initial data (as transfer of the Cut-off Date or Mortgage Loan to the most recent earlier date for which such data is available) contemplated by the CMSA Loan Setup File, the CMSA Loan Periodic Update File, the CMSA Operating Statement Analysis Report and the CMSA Property FilePurchaser as a sale.

Conveyance of Mortgage Loan. (a) Effective as As grantor of the Closing DateTrust, subject only to the Seller's receipt of , concurrently with the Purchase Consideration execution and the satisfaction or waiver of the conditions to closing set forth in Section 5 of this Agreement (which conditions shall be deemed to have been satisfied or waived upon the Seller's receipt of the Purchase Consideration)delivery hereof, the Seller does hereby sell, transfer, assignset over, set over convey and otherwise convey absolutely assign to the Purchaser, Trustees without recourse (except as set forth provided herein) in this Agreement)trust intending to establish the Trust, all the right, title and interest of the Seller in and to the Mortgage Loan as Loan, including all interest, Make-Whole Premium and principal due or to become due from the Borrower on or with respect to the Mortgage Loan. In connection with such sale, conveyance, transfer and absolute assignment, the Seller does hereby sell, transfer, convey and absolutely assign and deliver to, and deposit with, the Trustees the documents constituting the Mortgage File. The ownership of such datethe Mortgage Note, on a servicing released basisthe Mortgage and the contents of the Mortgage File is vested in the Trustees without reservation of any right, together with all title or interest whatsoever in the Seller. The Seller intends that the sale, conveyance, transfer and absolute assignment of the Seller's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance proceeds. The Mortgage Loan Schedulepursuant to this Agreement shall constitute a purchase and sale and not a pledge of security for a loan. However, as it may if for any reason such conveyance is deemed not to be amendeda sale, the Seller intends that the rights and obligations of the parties shall conform nevertheless be established pursuant to the requirements set forth in terms of this Agreement and that the Pooling and Servicing Agreement. (b) The Purchaser or its assignee Seller shall be entitled deemed to receive have granted to the Trustee a first priority security interest in all scheduled of the Seller's right, title and interest in, to and under the Mortgage Loan, all payments of principal and interest due after the Cut-off Date, and all other recoveries of principal and interest collected after the Cut-off Date (other than in respect of principal and or interest on the Mortgage Loan due on or before the Cut-off Date). All scheduled Loan, all other payments of principal and interest due on or before the Cut-off Date but collected after the Cut-off Date, and recoveries of principal and interest collected on or before the Cut-off Date (only made in respect of principal and interest on the Mortgage Loan due on or before the Cut-off Date and principal prepayments thereon), shall belong to, and be promptly remitted to, the Seller. (c) The Seller hereby represents and warrants that it has or will have, on behalf of the Purchaser, delivered to the Trustee (i) on or before the Closing Date, the documents and instruments specified below with respect to the Mortgage Loan that are Specially Designated Mortgage Loan Documents and (ii) on or before the date that is 30 days after the Closing Date, the remaining documents and instruments specified below that are not Specially Designated Mortgage Loan Documents with respect to the Mortgage Loan (including, without limitation, Make-whole Premium), and all proceeds of any thereof, and any other assets of the documents Trust Fund, and instruments specified below and referred that this Agreement shall constitute a security agreement under applicable law. If the Trust terminates prior to the satisfaction of all claims of any Person in clauses (i) and (ii) preceding, collectivelyany Certificates, the "Mortgage File"). The Mortgage File so delivered will be held by security interest created hereby shall continue in full force and effect and the Trustee in escrow shall be deemed to be the collateral agent for the benefit of the Seller at all times prior to the Closing Date. The Mortgage File with respect to the Mortgage Loan shall contain the following documents: (i) the original executed Mortgage Note for the Mortgage Loan, including any power of attorney related to the execution thereof (or a lost note affidavit and indemnity with a copy of such Mortgage Note attached thereto), together with any and all intervening endorsements thereon, endorsed on its face or by allonge attached thereto (without recourse, representation or warranty, express or implied) to the order of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (ii) an original or copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iii) an original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iv) an original executed assignment, in recordable form (except for completion of the assignee's name (if the assignment is delivered in blank) and any missing recording information or a certified copy of that assignment as sent for recording), of (a) the Mortgage, (b) any related Assignment of Leases (if such item is a document separate from the Mortgage) and (c) any other recorded document relating to the Mortgage Loan otherwise included in the Mortgage File, in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (v) an original assignment of all unrecorded documents relating to the Mortgage Loan (to the extent not already assigned pursuant to clause (iv) above) in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (vi) originals or copies of any consolidation, assumption, substitution and modification agreements in those instances where the terms or provisions of the Mortgage or Mortgage Note have been consolidated or modified or the Mortgage Loan has been assumed; (vii) the original or a copy of the policy or certificate of lender's title insurance or, if such policy has not been issued or located, an original or copy of an irrevocable, binding commitment (which may be a pro forma policy or a marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy; (viii) any filed copies or other evidence of filing of any prior UCC Financing Statements in favor of the originator of the Mortgage Loan or in favor of any assignee prior to the Trustee (but only to the extent the Seller had possession of such UCC Financing Statements prior to the Closing Date) and, if there is an effective UCC Financing Statement in favor of the Seller on record with the applicable public office for UCC Financing Statements, a UCC Financing Statement assignment, in form suitable for filing in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, as assignee, or in blank; (ix) an original or copy of any Ground Lease, guaranty or ground lessor estoppel; (x) any intercreditor agreement relating to permitted debt of the Mortgagor and any intercreditor agreement relating to mezzanine debt related to the Mortgagor; (xi) an original or a copy of any loan agreement, any escrow or reserve agreement, any security agreement, any management agreement, any agreed upon procedures letter, any lockbox or cash management agreements, any environmental reports or any letter of credit, in each case relating to the Mortgage Loan; and (xii) if the Mortgage Loan is secured by a hospitality property, a signed copy of any franchise agreement and/or franchisor comfort letter. The foregoing Mortgage File delivery requirement shall be subject to Section 2.01(c) of the Pooling and Servicing AgreementPerson. (d) The Seller shall take all actions reasonably necessary to permit the Trustee to fulfill its obligations pursuant to Section 2.01(d) of the Pooling and Servicing Agreement with respect to the Mortgage Loan, including bearing the out-of-pocket costs and expenses of the Trustee in connection with the performance by the Trustee of its recording, filing and delivery obligations pursuant to Section 2.01(d) of the Pooling and Servicing Agreement. (e) All such other relevant documents and records that (a) relate to the administration or servicing of the Mortgage Loan, (b) are reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loan by the Master Servicer in connection with its duties under the Pooling and Servicing Agreement, and (c) are in the possession or under the control of the Seller, together with all unapplied escrow amounts and reserve amounts in the possession or under the control of the Seller that relate to the Mortgage Loan, shall be delivered or caused to be delivered by the Seller to the Master Servicer (or, at the direction of the Master Servicer, to the appropriate sub-servicer); provided that the Seller shall not be required to deliver any draft documents, privileged or other communications, credit underwriting or due diligence analyses, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Seller agrees to use reasonable efforts to deliver to the Trustee, for its administrative convenience in reviewing the Mortgage Files, a mortgage loan checklist for the Mortgage Loan. The foregoing sentence notwithstanding, the failure of the Seller to deliver a mortgage loan checklist or a complete mortgage loan checklist shall not give rise to any liability whatsoever on the part of the Seller to the Purchaser, the Trustee or any other person because the delivery of the mortgage loan checklist is being provided to the Trustee solely for its administrative convenience. (f) The Seller shall take such actions as are reasonably necessary to assign or otherwise grant to the Trust Fund the benefit of any letters of credit in the name of the Seller, which secure the Mortgage Loan. (g) On or before the Closing Date, the Seller shall provide to the Master Servicer, the initial data (as of the Cut-off Date or the most recent earlier date for which such data is available) contemplated by the CMSA Loan Setup File, the CMSA Loan Periodic Update File, the CMSA Operating Statement Analysis Report and the CMSA Property File.

Conveyance of Mortgage Loan. (a) Effective as of the Closing Date, subject only to the Seller's receipt of the Purchase Consideration purchase price referred to in Section 1 hereof and the satisfaction or waiver of the conditions to closing set forth in Section 5 of this Agreement (which conditions shall be deemed to have been satisfied or waived upon the Seller's receipt of the Purchase Consideration)7 hereof, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (except as set forth in this Agreement)recourse, all the right, title and interest of the Seller (other than the primary servicing rights) in and to the Mortgage Loan identified on the Mortgage Loan Schedule as of such date, on a servicing released basis, together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance proceeds. The Mortgage Loan Schedule, as it may be amended, shall conform to the requirements set forth in this Agreement and the Pooling and Servicing Agreement. (b) The Purchaser or its assignee shall be entitled to receive all scheduled payments of principal and interest due after the Cut-off Date, and all other recoveries of principal and interest collected after the Cut-off Date (other than in respect of principal and interest on the Mortgage Loan due on or before the Cut-off Date). All scheduled payments of principal and interest due on or before the Cut-off Date for the Mortgage Loan, but collected after the Cut-off Date, and recoveries of principal and interest collected on or before the Cut-off Date (only in respect of principal and interest on the Mortgage Loan due on or before the Cut-off Date and principal prepayments thereon)such date, shall belong to, and be promptly remitted to, the Seller. (c) The Seller hereby represents and warrants that it has or will have, on behalf of the Purchaser, delivered to the Trustee (i) on On or before the Closing Date, the documents and instruments specified below with respect to the Mortgage Loan that are Specially Designated Mortgage Loan Documents and (ii) Seller shall, on or before the date that is 30 days after the Closing Date, the remaining documents and instruments specified below that are not Specially Designated Mortgage Loan Documents with respect to the Mortgage Loan (the documents and instruments specified below and referred to in clauses (i) and (ii) preceding, collectively, the "Mortgage File"). The Mortgage File so delivered will be held by the Trustee in escrow for the benefit behalf of the Seller at all times prior initial Purchaser, deliver to the Closing Date. The Mortgage File and deposit with, or cause to be delivered to and deposited with respect to the Mortgage Loan shall contain the following documents: (i) the original executed Trustee or a Custodian appointed thereby, a Mortgage Note File for the Mortgage LoanLoan in accordance with the terms of, including any power of attorney related and conforming to the execution thereof (or a lost note affidavit and indemnity with a copy of such Mortgage Note attached thereto)requirements set forth in, together with any and all intervening endorsements thereon, endorsed on its face or by allonge attached thereto (without recourse, representation or warranty, express or implied) to the order of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (ii) an original or copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iii) an original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iv) an original executed assignment, in recordable form (except for completion of the assignee's name (if the assignment is delivered in blank) and any missing recording information or a certified copy of that assignment as sent for recording), of (a) the Mortgage, (b) any related Assignment of Leases (if such item is a document separate from the Mortgage) and (c) any other recorded document relating to the Mortgage Loan otherwise included in the Mortgage File, in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (v) an original assignment of all unrecorded documents relating to the Mortgage Loan (to the extent not already assigned pursuant to clause (iv) above) in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (vi) originals or copies of any consolidation, assumption, substitution and modification agreements in those instances where the terms or provisions of the Mortgage or Mortgage Note have been consolidated or modified or the Mortgage Loan has been assumed; (vii) the original or a copy of the policy or certificate of lender's title insurance or, if such policy has not been issued or located, an original or copy of an irrevocable, binding commitment (which may be a pro forma policy or a marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy; (viii) any filed copies or other evidence of filing of any prior UCC Financing Statements in favor of the originator of the Mortgage Loan or in favor of any assignee prior to the Trustee (but only to the extent the Seller had possession of such UCC Financing Statements prior to the Closing Date) and, if there is an effective UCC Financing Statement in favor of the Seller on record with the applicable public office for UCC Financing Statements, a UCC Financing Statement assignment, in form suitable for filing in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, as assignee, or in blank; (ix) an original or copy of any Ground Lease, guaranty or ground lessor estoppel; (x) any intercreditor agreement relating to permitted debt of the Mortgagor and any intercreditor agreement relating to mezzanine debt related to the Mortgagor; (xi) an original or a copy of any loan agreement, any escrow or reserve agreement, any security agreement, any management agreement, any agreed upon procedures letter, any lockbox or cash management agreements, any environmental reports or any letter of credit, in each case relating to the Mortgage Loan; and (xii) if the Mortgage Loan is secured by a hospitality property, a signed copy of any franchise agreement and/or franchisor comfort letter. The foregoing Mortgage File delivery requirement shall be subject to Section 2.01(c) of the Pooling and Servicing Agreement. (d) The Seller shall take all actions reasonably necessary to permit the Trustee to fulfill its obligations pursuant to Section 2.01(d) of the Pooling and Servicing Agreement with respect to the Mortgage Loan, including bearing the out-of-pocket costs and expenses of the Trustee in connection with the performance by the Trustee of its recording, filing and delivery obligations pursuant to Section 2.01(d) of the Pooling and Servicing Agreement. (e) All such other relevant documents and records that (a) relate to the administration or servicing of the Mortgage Loan, (b) are reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loan by the Master Servicer in connection with its duties under the Pooling and Servicing Agreement, and (c) are in the possession or under the control with copies of the Seller, together with all unapplied escrow amounts and reserve amounts in the possession or under the control of the Seller that relate to the each Mortgage Loan, shall be delivered or caused File to be delivered by the Seller to Trustee to, upon request, the Master Servicer (at the expense of the Trustee), within 10 Business Days of such request; and (ii) the Master Servicer (or, at the direction of the Master Servicer, to the appropriate subSub-servicerServicer), or, in the case of an Outside Serviced Trust Mortgage Loan, the applicable Outside Servicer, all unapplied Escrow Payments and Reserve Funds in the possession or under the control of the Seller that relate to the Mortgage Loan. In addition, the Seller shall, in the case of each Mortgage Loan that is an Outside Serviced Trust Mortgage Loan, deliver to and deposit with the Master Servicer, within 45 days of the Closing Date, a copy of the mortgage file that was delivered to the related Outside Trustee under the related Non Trust Mortgage Loan Securitization Agreement or to a custodian under a custodial agreement that relates solely to such Outside Serviced Trust Mortgage Loan, as applicable. (d) The Seller shall, through an Independent third party (the "Recording Agent") retained by it or LBHI, as and in the manner provided in the Pooling and Servicing Agreement (and in any event within 45 days following the later of the Closing Date and the date on which all necessary recording information is available to the Recording Agent), cause (i) each assignment of Mortgage and each assignment of Assignment of Leases, in favor of, and delivered as part of the related Mortgage File to, the Trustee, to be submitted for recordation in the appropriate public office for real property records, and (ii) such assignments to be delivered to the Trustee following their return by the applicable public recording office, with copies of any such returned assignments to be delivered by the Trustee to the Master Servicer, at the expense of the Seller, at least every 90 days after the Closing Date (or at additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loan by the Master Servicer); provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, a certified copy of the recorded original shall be forwarded to the Trustee. If any such document or instrument is lost or returned unrecorded because of a defect therein, then the Seller shall prepare or cause the preparation of a substitute therefor or cure such defect or cause such to be done, as the case may be, and the Seller shall deliver such substitute or corrected document or instrument to the Trustee (or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing Agreement, to the then holder of such Mortgage Loan). The Seller shall bear the out-of-pocket costs and expenses of all such recording and delivery contemplated in the preceding paragraph, including, without limitation, any out-of-pocket costs and expenses that may be incurred by the Trustee in connection with any such recording or delivery performed by the Trustee at the Seller's or the Purchaser's request and the fees of the Recording Agent. Pursuant to the Pooling and Servicing Agreement and a letter agreement dated December 5, 2006 (the "Filing Letter Agreement") between American Capital Strategies Ltd. (the "Payee"), the Depositor, the UBS Mortgage Loan Seller, the KeyBank Mortgage Loan Seller and the Trustee, the Trustee, through a third party (the "Filing Agent") retained by it, as and in the manner provided in the Pooling and Servicing Agreement and at the expense of the Payee (and in any event within 45 days following the later of the Closing Date and the date on which all necessary filing information is available to the Filing Agent), is required to cause (i) each assignment of Uniform Commercial Code financing statements prepared by the Seller, in favor of, and delivered as part of the related Mortgage File to the Trustee, to be submitted for filing in the appropriate public office, and (ii) such assignments to be delivered to the Trustee following their return by the applicable public filing office, with copies of any such returned assignments to be delivered by the Trustee to the Master Servicer, at the expense of the Seller, at least every 90 days after the Closing Date (or at additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loan by the Master Servicer). The Seller hereby agrees to reasonably cooperate with the Trustee and the Filing Agent with respect to the filing of the assignments of Uniform Commercial Code financing statements as described in this paragraph and to forward to the Trustee filing confirmation, if any, received in connection with such Uniform Commercial Code financing statements filed in accordance with this paragraph. Notwithstanding the foregoing, to the extent the Trustee provides the Payee, pursuant to the Filing Letter Agreement, with an invoice for the expenses (i) reasonably to be incurred in connection with the filings referred to in this paragraph and (ii) required to be paid by the Payee pursuant to the Filing Letter Agreement, and such expenses are not paid by the Payee in advance of such filings, the Trustee, pursuant to the Pooling and Servicing Agreement and the Filing Letter Agreement and at the expense of the Seller, shall only be required to cause the Filing Agent to file the assignments of such Uniform Commercial Code financing statements with respect to Mortgage Loan secured by hotel or hospitality properties. (e) With respect to the Mortgage Loan, (other than an Outside Serviced Trust Mortgage Loan), the Seller shall deliver to and deposit with, or cause to be delivered to and deposited with, the Master Servicer, within 45 days of the Closing Date, the Mortgage Loan Origination Documents (other than any document that constitutes part of the Mortgage File for such Mortgage Loan); provided that the Seller shall not be required to deliver any draft documents, privileged or other communicationscommunications or correspondence, credit underwriting or due diligence analysesanalyses or information, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Seller agrees to use reasonable efforts to deliver . (f) After the Seller's transfer of the Mortgage Loan to the TrusteePurchaser, for its administrative convenience in reviewing as provided herein, the Mortgage Files, a mortgage loan checklist for Seller shall not take any action inconsistent with the Purchaser's ownership of the Mortgage Loan. The foregoing sentence notwithstandingExcept for actions that are the express responsibility of another party hereunder or under the Pooling and Servicing Agreement, and further except for actions that the Seller is expressly permitted to complete subsequent to the Closing Date, the failure Seller shall, on or before the Closing Date, take all actions required under applicable law to effectuate the transfer of the Seller to deliver a mortgage loan checklist or a complete mortgage loan checklist shall not give rise to any liability whatsoever on the part of Mortgage Loan by the Seller to the Purchaser, the Trustee or any other person because the delivery of the mortgage loan checklist is being provided to the Trustee solely for its administrative convenience. (f) The Seller shall take such actions as are reasonably necessary to assign or otherwise grant to the Trust Fund the benefit of any letters of credit in the name of the Seller, which secure the Mortgage Loan. (g) On In connection with the obligations of the Master Servicer under Sections 3.01(e) and 3.19(c) of the Pooling and Servicing Agreement, with regard to each Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) that is secured by the interests of the related Mortgagor in a hospitality property (identified on Schedule VI to the Pooling and Servicing Agreement) and each Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) that has a related letter of credit, the Seller shall deliver to and deposit with, or cause to be delivered to and deposited with, the Master Servicer, on or before the Closing Date, any related franchise agreement, franchise comfort letter and the original of such letter of credit. Further, in the event, with respect to a Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) with a related letter of credit, the Master Servicer determines that a draw under such letter of credit has become necessary under the terms thereof prior to the assignment of such letter of credit having been effected in accordance with Section 3.01(e) of the Pooling and Servicing Agreement, the Seller shall, upon the written direction of the Master Servicer, use its best efforts to make such draw or to cause such draw to be made on behalf of the Trustee. (h) Pursuant to the Pooling and Servicing Agreement, the Master Servicer shall review the documents with respect to the Mortgage Loan delivered by the Seller pursuant to or as contemplated by Section 2(e) and provide the Seller and the Controlling Class Representative and the Special Servicer with a certificate (the "Master Servicer Certification") within 90 days of the Closing Date acknowledging its (or the appropriate Sub-Servicer's) receipt as of the date of the Master Servicer Certification of such documents actually received; provided that such review shall be limited to identifying the document received, the Serviced Trust Mortgage Loan to which it purports to relate, that it appears regular on its face and that it appears to have been executed (where appropriate). Notwithstanding anything to the contrary set forth herein, to the extent the Seller has not been notified in writing of its failure to deliver any document with respect to the Mortgage Loan required to be delivered pursuant to or as contemplated by Section 2(e) hereof prior to the date occurring 18 months following the date of the Master Servicer Certification, the Seller shall have no obligation to provide such document. (i) In addition, on the Closing Date, the Seller shall provide deliver to the Master Servicer, Servicer for deposit in the initial data (as of Pool Custodial Account the Cut-off Date or Initial Deposits relating to the most recent earlier date for which such data is available) contemplated by the CMSA Loan Setup File, the CMSA Loan Periodic Update File, the CMSA Operating Statement Analysis Report and the CMSA Property FileMortgage Loan.

Conveyance of Mortgage Loan. (a) Effective as of the Closing Date, subject only to the Seller's receipt of the Purchase Consideration consideration referred to in Section 1 hereof and the satisfaction or waiver of the conditions to closing set forth specified in Section 5 of this Agreement (which conditions shall be deemed to have been satisfied or waived upon the Seller's receipt of the Purchase Consideration)Sections 6 and 7 hereof, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (except as set forth in this Agreement)recourse, all the right, title and interest of the Seller Seller, in and to the Mortgage Loan identified on the Mortgage Loan Schedule as of such date, on a servicing released basis, together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance proceedsClosing Date. The Mortgage Loan Schedule, as it may be amendedamended from time to time on or prior to the Closing Date, shall conform to the requirements set forth in of this Agreement and the Pooling and Servicing Agreement. (b) The Purchaser or its assignee shall be entitled to receive all scheduled payments of principal . In connection with such transfer and interest due after the Cut-off Date, and all other recoveries of principal and interest collected after the Cut-off Date (other than in respect of principal and interest on the Mortgage Loan due on or before the Cut-off Date). All scheduled payments of principal and interest due on or before the Cut-off Date but collected after the Cut-off Date, and recoveries of principal and interest collected on or before the Cut-off Date (only in respect of principal and interest on the Mortgage Loan due on or before the Cut-off Date and principal prepayments thereon), shall belong to, and be promptly remitted toassignment, the Seller. (c) The Seller hereby represents and warrants that it has shall deliver to or will haveon behalf of the Trustee, on behalf of the Purchaser, delivered to the Trustee (i) on or before prior to the Closing Date, the Mortgage Note (as described in clause (a) below) for the Mortgage Loan and on or prior to the fifth Business Day after the Closing Date, five limited powers of attorney substantially in the form attached hereto as Exhibit 5 in favor of the Trustee, the applicable Master Servicer and the applicable Special Servicer to empower the Trustee, the applicable Master Servicer and, in the event of the failure or incapacity of the Trustee and the applicable Master Servicer, the Special Servicer, to submit for recording, at the expense of the Seller, any mortgage loan documents required to be recorded as described in the Pooling and instruments specified below Servicing Agreement and any intervening assignments with evidence of recording thereon that are required to be included in the Mortgage Files (so long as original counterparts have previously been delivered to the Trustee). The Seller agrees to reasonably cooperate with the Trustee, the applicable Master Servicer and the applicable Special Servicer in connection with any additional powers of attorney or revisions thereto that are requested by such parties for purposes of such recordation. The parties hereto agree that no such power of attorney shall be used with respect to the Mortgage Loan by or under authorization by any party hereto except to the extent that are Specially Designated Mortgage Loan Documents and (ii) on or before the date that is 30 days after absence of a document described in the Closing Date, the remaining documents and instruments specified below that are not Specially Designated Mortgage Loan Documents second preceding sentence with respect to the Mortgage Loan (remains unremedied as of the documents and instruments specified below and referred to in clauses earlier of (i) the date that is 180 days following the delivery of notice of such absence to the Seller, but in no event earlier than 18 months from the Closing Date, and (ii) precedingthe date (if any) on which the Mortgage Loan becomes a Specially Serviced Mortgage Loan. The Trustee shall submit such documents for recording, collectivelyat the Seller's expense, after the periods set forth above; provided, however, the Trustee shall not submit such assignments for recording if the Seller produces evidence that it has sent any such assignment for recording and certifies that the Seller is awaiting its return from the applicable recording office. In addition, not later than the 30th day following the Closing Date, the Seller shall deliver to or on behalf of the Trustee each of the remaining documents or instruments specified below (with such exceptions and additional time periods as are permitted by this Section) with respect to each Mortgage Loan (each, a "Mortgage File"). (The Seller acknowledges that the term "without recourse" does not modify the duties of the Seller under Section 5 hereof.) All Mortgage File so Files, or portions thereof, delivered will prior to the Closing Date are to be held by or on behalf of the Trustee in escrow for the benefit on behalf of the Seller at all times prior to the Closing Date. The Mortgage Files shall be released from escrow upon closing of the sale of the Mortgage Loan and payments of the purchase price therefor as contemplated hereby. The Mortgage File with respect to for the Mortgage Loan shall contain the following documents: (ia) the The original executed Mortgage Note for the Mortgage Loan, including any power of attorney related to the execution thereof (or a lost note affidavit and indemnity with a copy of such Mortgage Note attached thereto), together with any and bearing all intervening endorsements thereonendorsements, endorsed on its face in blank or by allonge attached thereto (without recourse, representation or warranty, express or implied) endorsed "Pay to the order of LaSalle Bank National Association, as trustee Trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through CertificatesCertxxxxxxex, Series 2005Xxxxes 2006-CKI1IQ11, without recourse, representation or in blankwarranty" or if the original Mortgage Note is not included therein, then a lost note affidavit and indemnity, with a copy of the Mortgage Note attached thereto; (iib) an The original or Mortgage, with evidence of recording thereon, and, if the Mortgage was executed pursuant to a power of attorney, a certified true copy of the power of attorney certified by the public recorder's office, with evidence of recording thereon (if recording is customary in the jurisdiction in which such power of attorney was executed), or certified by a title insurance company, Seller, or escrow company to be a true copy thereof; provided that if such original Mortgage cannot be delivered with evidence of recording thereon on or prior to the 90th day following the Closing Date because of a delay caused by the public recording office where such original Mortgage has been delivered for recordation or because such original Mortgage has been lost, the Seller shall deliver or cause to be delivered to the Trustee a true and correct copy of such Mortgage, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate (as defined below) of the Seller stating that such original Mortgage has been sent to the appropriate public recording official for recordation or (ii) in the case of an original Mortgage that has been lost after recordation, a certification by the appropriate county recording office where such Mortgage is recorded that such copy is a true and complete copy of the original recorded Mortgage; (c) The originals of all agreements modifying a Money Term or copies other material modification, consolidation and extension agreements, if any, with evidence of recording thereon (if applicable) or if any such original modification, consolidation or extension agreement has been delivered to the appropriate recording office for recordation and either has not yet been returned on or prior to the 90th day following the Closing Date with evidence of recordation thereon or has been lost after recordation, a true copy of such modification, consolidation or extension certified by the Seller together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Seller stating that such original modification, consolidation or extension agreement has been dispatched or sent to the appropriate public recording official for recordation or (ii) in the case of an original modification, consolidation or extension agreement that has been lost after recordation, a certification by the appropriate county recording office where such document is recorded that such copy is a true and complete copy of the original recorded modification, consolidation or extension agreement, and the originals of all assumption agreements, if any; (d) An original Assignment of Mortgage for the Mortgage Loan, in form and substance acceptable for recording (except for recording information not yet available if the instrument being recorded has not been returned from the applicable recording office), signed by the holder of record in blank or in favor of "LaSalle Bank National Association, as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certxxxxxxex, Xxxxes 2006-IQ11"; (e) Originals of all intervening assignments of Mortgage, if any, with evidence of recording thereon or, if such original assignments of Mortgage have been delivered to the appropriate recorder's office for recordation, certified true copies of such assignments of Mortgage certified by the Seller, or in the case of an original blanket intervening assignment of Mortgage retained by the Seller, a copy thereof certified by the Seller or, if any original intervening assignment of Mortgage has not yet been returned on or prior to the 90th day following the Closing Date from the applicable recording office or has been lost, a true and correct copy thereof, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Seller stating that such original intervening assignment of Mortgage has been sent to the appropriate public recording official for recordation or (ii) in the case of an original intervening assignment of Mortgage that has been lost after recordation, a certification by the appropriate county recording office where such assignment is recorded that such copy is a true and complete copy of the original recorded intervening assignment of Mortgage; (f) If the related Assignment of Leases is separate from the Mortgage, the original of such Assignment of Leases with evidence of recording thereon or certified by a title insurance company, Seller, or escrow company to be a true copy thereof; provided that if such Assignment of Leases has not been returned on or prior to the 90th day following the Closing Date because of a delay caused by the applicable public recording office where such Assignment of Leases has been delivered for recordation or because such original Assignment of Leases has been lost, the Seller shall deliver or cause to be delivered to the Trustee a true and correct copy of such Assignment of Leases submitted for recording, together with, (i) in the case of a delay caused by the public recording office, an Officer's Certificate (as defined below) of the Seller stating that such Assignment of Leases has been sent to the appropriate public recording official for recordation or (ii) in the case of an original Assignment of Leases that has been lost after recordation, a certification by the appropriate county recording office where such Assignment of Leases is recorded that such copy is a true and complete copy of the original recorded Assignment of Leases, in each case (unless not yet returned by the applicable recording office) together with evidence of recording indicated thereon or certified by the applicable recording office; (iii) an original or copy assignment of any related such Assignment of Leases (if such item is a document separate from the Mortgage), together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iv) an original executed assignmentLeases, in recordable form (except for completion of the assignee's name (recording information not yet available if the assignment is delivered in blank) and any missing instrument being recorded has not been returned from the applicable recording information or a certified copy of that assignment as sent for recordingoffice), signed by the holder of (a) the Mortgage, (b) any related Assignment of Leases (if such item is a document separate from the Mortgage) and (c) any other recorded document relating to the Mortgage Loan otherwise included in the Mortgage File, record in favor of "LaSalle Bank National Association, as trustee Trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through CertificatesCertxxxxxxex, Series 2005Xxxxes 2006-CKI1, or IQ11," which assignment may be effected in blankthe related Assignment of Mortgage; (vg) an original assignment of all unrecorded documents relating to the Mortgage Loan (to the extent not already assigned pursuant to clause (iv) above) in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (vi) originals or copies of any consolidation, assumption, substitution and modification agreements in those instances where the terms or provisions of the Mortgage or Mortgage Note have been consolidated or modified or the Mortgage Loan has been assumed; (vii) the The original or a copy of the policy or certificate of lender's title insurance oreach guaranty, if any, constituting additional security for the repayment of the Mortgage Loan; (h) The original Title Insurance Policy, or in the event such policy original Title Insurance Policy has not been issued or locatedissued, an original or copy of an irrevocablea binder, binding commitment (which may be a actual "marked-up" title commitment, pro forma policy or a marked version of the policy that has been executed by an authorized representative of the title company policy, or an agreement to provide any of the same foregoing pursuant to binding escrow instructions executed by an authorized representative of the title company) company or its authorized agent with the original Title Insurance Policy to issue such title insurance policy; (viii) any filed copies or other evidence follow within 180 days of filing of any prior UCC Financing Statements in favor of the originator of the Mortgage Loan or in favor of any assignee prior to the Trustee (but only to the extent the Seller had possession of such UCC Financing Statements prior to the Closing Date) and, if there is an effective UCC Financing Statement in favor of the Seller on record with the applicable public office for UCC Financing Statements, a UCC Financing Statement assignment, in form suitable for filing in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, as assignee, or in blank; (ix) an original or copy of any Ground Lease, guaranty or ground lessor estoppel; (x) any intercreditor agreement relating to permitted debt of the Mortgagor and any intercreditor agreement relating to mezzanine debt related to the Mortgagor; (xi) an original or a copy of any of the foregoing certified by the title company with the original Title Insurance Policy to follow within 180 days of the Closing Date, or a preliminary title report with the original Title Insurance Policy to follow within 180 days of the Closing Date; (i) (A) Copies of UCC financing statements (together with all assignments thereof) filed in connection with a Mortgage Loan and (B) UCC-2 or UCC-3 financing statements assigning such UCC financing statements to the Trustee delivered in connection with the Mortgage Loan; (j) Copies of the related ground lease(s), if any, to any Mortgage Loan where the Mortgagor is the lessee under such ground lease and there is a lien in favor of the mortgagee in such lease. (k) Copies of any loan agreement, any escrow or reserve agreement, any security agreement, any management agreement, any agreed upon procedures letter, any lockbox or cash management agreements, lock-box agreements and intercreditor agreements, if any, related to any environmental reports or any Mortgage Loan; (l) Either (A) the original of each letter of credit, in each case relating to the Mortgage Loan; and (xii) if any, constituting additional collateral for the Mortgage Loan is secured by a hospitality property(other than letters of credit representing tenant security deposits which have been collaterally assigned to the lender), a signed copy of any franchise agreement and/or franchisor comfort letter. The foregoing Mortgage File delivery requirement which shall be subject assigned and delivered to Section 2.01(c) the Trustee on behalf of the Pooling Trust with a copy to be held by the Primary Servicer (or the Master Servicer), and Servicing Agreement. (d) The Seller shall take all actions reasonably necessary to permit applied, drawn, reduced or released in accordance with documents evidencing or securing the Trustee to fulfill its obligations pursuant to Section 2.01(d) of applicable Mortgage Loan, the Pooling and Servicing Agreement with respect and the Primary Servicing Agreement or (B) the original of each letter of credit, if any, constituting additional collateral for the Mortgage Loan (other than letters of credit representing tenant security deposits which have been collaterally assigned to the lender), which shall be held by the applicable Primary Servicer (or the Master Servicer) on behalf of the Trustee, with a copy to be held by the Trustee, and applied, drawn, reduced or released in accordance with documents evidencing or securing the applicable Mortgage Loan, including bearing the out-of-pocket costs and expenses of the Trustee in connection with the performance by the Trustee of its recording, filing and delivery obligations pursuant to Section 2.01(d) of the Pooling and Servicing Agreement. Agreement and the Primary Servicing Agreement (e) All such other relevant documents and records it being understood that the Seller has agreed (a) relate that the proceeds of such letter of credit belong to the administration or servicing of the Mortgage LoanTrust, (b) are reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loan by the Master Servicer in connection with its duties under the Pooling and Servicing Agreementto notify, and (c) are in the possession or under the control of the Seller, together with all unapplied escrow amounts and reserve amounts in the possession or under the control of the Seller that relate to the Mortgage Loan, shall be delivered or caused to be delivered by the Seller to the Master Servicer (or, at the direction of the Master Servicer, to the appropriate sub-servicer); provided that the Seller shall not be required to deliver any draft documents, privileged or other communications, credit underwriting or due diligence analyses, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Seller agrees to use reasonable efforts to deliver to the Trustee, for its administrative convenience in reviewing the Mortgage Files, a mortgage loan checklist for the Mortgage Loan. The foregoing sentence notwithstanding, the failure of the Seller to deliver a mortgage loan checklist or a complete mortgage loan checklist shall not give rise to any liability whatsoever on the part of the Seller to the Purchaser, the Trustee or any other person because the delivery of the mortgage loan checklist is being provided to the Trustee solely for its administrative convenience. (f) The Seller shall take such actions as are reasonably necessary to assign or otherwise grant to the Trust Fund the benefit of any letters of credit in the name of the Seller, which secure the Mortgage Loan. (g) On or before the Closing Date, the Seller shall provide bank issuing the letter of credit that the letter of credit and the proceeds thereof belong to the Trust, and to use reasonable efforts to obtain within 30 days (but in any event to obtain within 90 days) following the Closing Date, an acknowledgement thereof by the bank (with a copy of such acknowledgement to be sent to the Trustee) and (c) to indemnify the Trust for any liabilities, charges, costs, fees or other expenses accruing from the failure of the Seller to assign the letter of credit hereunder). In the case of clause (B) above, any letter of credit held by the applicable Primary Servicer (or Master Servicer) shall be held in its capacity as agent of the Trust, and if the applicable Primary Servicer (or Master Servicer) sells its rights to service the applicable Mortgage Loan, the initial data applicable Primary Servicer (as or Master Servicer) has agreed to assign the applicable letter of credit to the Trust or at the direction of the Special Servicer to such party as the Special Servicer may instruct, in each case, at the expense of the applicable Primary Servicer (or Master Servicer). The applicable Primary Servicer (or Master Servicer) has agreed to indemnify the Trust for any loss caused by the ineffectiveness of such assignment; (m) The original or a copy of the environmental indemnity agreement, if any, related to any Mortgage Loan; (n) Copies of third-party management agreements, if any, for all hotels and for such other Mortgaged Properties securing a Mortgage Loan with a Cut-off Off Date principal balance equal to or greater than $20,000,000; (o) The original of any Environmental Insurance Policy or, if the most recent earlier date for which such data original is available) contemplated held by the CMSA Loan Setup Filerelated Mortgagor, a copy thereof; (p) A copy of any affidavit and indemnification agreement in favor of the CMSA Loan Periodic Update Filelender; (q) With respect to hospitality properties, the CMSA Operating Statement Analysis Report a copy of any franchise agreement, franchise comfort letter and the CMSA Property File.applicable assignment or transfer documents;

Conveyance of Mortgage Loan. (a) Effective as of the Closing Date, subject only to the Seller's receipt of the Purchase Consideration purchase price referred to in Section 1 hereof and the satisfaction or waiver of the conditions to closing set forth in Section 5 of this Agreement (which conditions shall be deemed to have been satisfied or waived upon the Seller's receipt of the Purchase Consideration)7 hereof, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (except as set forth in this Agreement)recourse, all the right, title and interest of the Seller (other than the primary servicing rights) in and to the Mortgage Loan identified on the Mortgage Loan Schedule as of such date, on a servicing released basis, together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance proceeds. The Mortgage Loan Schedule, as it may be amended, shall conform to the requirements set forth in this Agreement and the Pooling and Servicing Agreement. (b) The Purchaser or its assignee shall be entitled to receive all scheduled payments of principal and interest due after the Cut-off Date, and all other recoveries of principal and interest collected after the Cut-off Date (other than in respect of principal and interest on the Mortgage Loan due on or before the Cut-off Date). All scheduled payments of principal and interest due on or before the Cut-off Date for the Mortgage Loan, but collected after the Cut-off Date, and recoveries of principal and interest collected on or before the Cut-off Date (only in respect of principal and interest on the Mortgage Loan due on or before the Cut-off Date and principal prepayments thereon)such date, shall belong to, and be promptly remitted to, the Seller. (c) The Seller hereby represents and warrants that it has or will have, on behalf of the Purchaser, delivered to the Trustee (i) on On or before the Closing Date, the documents and instruments specified below with respect to the Mortgage Loan that are Specially Designated Mortgage Loan Documents and (ii) Seller shall, on or before the date that is 30 days after the Closing Date, the remaining documents and instruments specified below that are not Specially Designated Mortgage Loan Documents with respect to the Mortgage Loan (the documents and instruments specified below and referred to in clauses (i) and (ii) preceding, collectively, the "Mortgage File"). The Mortgage File so delivered will be held by the Trustee in escrow for the benefit behalf of the Seller at all times prior initial Purchaser, deliver to the Closing Date. The Mortgage File and deposit with, or cause to be delivered to and deposited with respect to the Mortgage Loan shall contain the following documents: (i) the original executed Trustee or a Custodian appointed thereby, a Mortgage Note File for the Mortgage LoanLoan in accordance with the terms of, including any power of attorney related and conforming to the execution thereof (or a lost note affidavit and indemnity with a copy of such Mortgage Note attached thereto)requirements set forth in, together with any and all intervening endorsements thereon, endorsed on its face or by allonge attached thereto (without recourse, representation or warranty, express or implied) to the order of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (ii) an original or copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iii) an original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iv) an original executed assignment, in recordable form (except for completion of the assignee's name (if the assignment is delivered in blank) and any missing recording information or a certified copy of that assignment as sent for recording), of (a) the Mortgage, (b) any related Assignment of Leases (if such item is a document separate from the Mortgage) and (c) any other recorded document relating to the Mortgage Loan otherwise included in the Mortgage File, in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (v) an original assignment of all unrecorded documents relating to the Mortgage Loan (to the extent not already assigned pursuant to clause (iv) above) in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (vi) originals or copies of any consolidation, assumption, substitution and modification agreements in those instances where the terms or provisions of the Mortgage or Mortgage Note have been consolidated or modified or the Mortgage Loan has been assumed; (vii) the original or a copy of the policy or certificate of lender's title insurance or, if such policy has not been issued or located, an original or copy of an irrevocable, binding commitment (which may be a pro forma policy or a marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy; (viii) any filed copies or other evidence of filing of any prior UCC Financing Statements in favor of the originator of the Mortgage Loan or in favor of any assignee prior to the Trustee (but only to the extent the Seller had possession of such UCC Financing Statements prior to the Closing Date) and, if there is an effective UCC Financing Statement in favor of the Seller on record with the applicable public office for UCC Financing Statements, a UCC Financing Statement assignment, in form suitable for filing in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, as assignee, or in blank; (ix) an original or copy of any Ground Lease, guaranty or ground lessor estoppel; (x) any intercreditor agreement relating to permitted debt of the Mortgagor and any intercreditor agreement relating to mezzanine debt related to the Mortgagor; (xi) an original or a copy of any loan agreement, any escrow or reserve agreement, any security agreement, any management agreement, any agreed upon procedures letter, any lockbox or cash management agreements, any environmental reports or any letter of credit, in each case relating to the Mortgage Loan; and (xii) if the Mortgage Loan is secured by a hospitality property, a signed copy of any franchise agreement and/or franchisor comfort letter. The foregoing Mortgage File delivery requirement shall be subject to Section 2.01(c) of the Pooling and Servicing Agreement. (d) The Seller shall take all actions reasonably necessary to permit the Trustee to fulfill its obligations pursuant to Section 2.01(d) of the Pooling and Servicing Agreement with respect to the Mortgage Loan, including bearing the out-of-pocket costs and expenses of the Trustee in connection with the performance by the Trustee of its recording, filing and delivery obligations pursuant to Section 2.01(d) of the Pooling and Servicing Agreement. (e) All such other relevant documents and records that (a) relate to the administration or servicing of the Mortgage Loan, (b) are reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loan by the Master Servicer in connection with its duties under the Pooling and Servicing Agreement, and (c) are in the possession or under the control with copies of the Seller, together with all unapplied escrow amounts and reserve amounts in the possession or under the control of the Seller that relate to the each Mortgage Loan, shall be delivered or caused File to be delivered by the Seller to Trustee to, upon request, the Master Servicer (at the expense of the Trustee), within 10 Business Days of such request; and (ii) the Master Servicer (or, at the direction of the Master Servicer, to the appropriate subSub-servicerServicer), all unapplied Escrow Payments and Reserve Funds in the possession or under the control of the Seller that relate to the Mortgage Loan. (d) The Seller or LBHI shall retain, with respect to the Mortgage Loan, an Independent third party (the "Recording/Filing Agent") through which it shall: (i) as and in the manner provided in the Pooling and Servicing Agreement (and in any event within 45 days following the later of the Closing Date and the date on which all necessary recording or filing, as applicable, information is available to the subject Recording/Filing Agent), submit for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as applicable (A) each related assignment of Mortgage and assignment of Assignment of Leases, in favor of, and delivered under clause (a)(iv) of the definition of Mortgage File to, the Trustee, and (B) solely with respect to nursing facilities and hospitality properties (identified on Schedule VI to the Pooling and Servicing Agreement), each assignment of UCC Financing Statement, in favor of, and delivered under clause (a)(iv) of the definition of Mortgage File to, the Trustee; and (ii) cause each such assignment of Mortgage, assignment of Assignment of Leases and assignment of UCC Financing Statement to be delivered to the Trustee following its return by the appropriate public office for real property records or UCC Financing Statements, as applicable, with copies of any such returned assignments to be delivered by the Trustee to the Master Servicer, at the expense of the Seller, at least every 90 days after the Closing Date (or at additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Mortgage Loan by the Master Servicer); provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain a certified copy of the recorded original. Notwithstanding the foregoing, the Seller may request the Trustee to submit for recording or filing, as applicable, any of the assignments of Mortgage, assignments of Assignment of Leases or assignments of UCC Financing Statements referred to in this paragraph, and in such event, the Seller shall cause any such unrecorded or unfiled document to be delivered to the Trustee. If any such assignment of Mortgage, assignment of Assignment of Leases and/or assignment of UCC Financing Statement referred to in the preceding paragraph is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Seller shall prepare or cause the preparation of a substitute therefor or cure such defect or cause such to be done, as the case may be, and the Seller shall deliver such substitute or corrected document or instrument to the Trustee (or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing Agreement, to the then holder of such Mortgage Loan). The Seller shall bear the out-of-pocket costs and expenses of all such recording and delivery contemplated in the preceding two paragraphs, including, without limitation, any out-of-pocket costs and expenses that may be incurred by the Trustee in connection with any such recording or delivery performed by the Trustee at the Seller's or the Purchaser's request and the fees of the Recording Agent. (e) With respect to the Mortgage Loan, the Seller shall deliver to and deposit with, or cause to be delivered to and deposited with, the Master Servicer, within 45 days of the Closing Date, the Mortgage Loan Origination Documents (other than any document that constitutes part of the Mortgage File for such Mortgage Loan); provided that the Seller shall not be required to deliver any draft documents, privileged or other communicationscommunications or correspondence, credit underwriting or due diligence analysesanalyses or information, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Seller agrees to use reasonable efforts to deliver . (f) After the Seller's transfer of the Mortgage Loan to the TrusteePurchaser, for its administrative convenience in reviewing as provided herein, the Mortgage Files, a mortgage loan checklist for Seller shall not take any action inconsistent with the Purchaser's ownership of the Mortgage Loan. The foregoing sentence notwithstandingExcept for actions that are the express responsibility of another party hereunder or under the Pooling and Servicing Agreement, and further except for actions that the Seller is expressly permitted to complete subsequent to the Closing Date, the failure Seller shall, on or before the Closing Date, take all actions required under applicable law to effectuate the transfer of the Seller to deliver a mortgage loan checklist or a complete mortgage loan checklist shall not give rise to any liability whatsoever on the part of Mortgage Loan by the Seller to the Purchaser, the Trustee or any other person because the delivery of the mortgage loan checklist is being provided to the Trustee solely for its administrative convenience. (f) The Seller shall take such actions as are reasonably necessary to assign or otherwise grant to the Trust Fund the benefit of any letters of credit in the name of the Seller, which secure the Mortgage Loan. (g) On In connection with the obligations of the Master Servicer under Sections 3.01(e) and 3.19(c) of the Pooling and Servicing Agreement, with regard to each Mortgage Loan that is secured by the interests of the related Mortgagor in a hospitality property (identified on Schedule VI to the Pooling and Servicing Agreement) and each Mortgage Loan that has a related letter of credit, the Seller shall deliver to and deposit with, or cause to be delivered to and deposited with, the Master Servicer, on or before the Closing Date, any related franchise agreement, franchise comfort letter and the original of such letter of credit. Further, in the event, with respect to a Mortgage Loan with a related letter of credit, the Master Servicer determines that a draw under such letter of credit has become necessary under the terms thereof prior to the assignment of such letter of credit having been effected in accordance with Section 3.01(e) of the Pooling and Servicing Agreement, the Seller shall, upon the written direction of the Master Servicer, use its best efforts to make such draw or to cause such draw to be made on behalf of the Trustee. (h) Pursuant to the Pooling and Servicing Agreement, the Master Servicer shall review the documents with respect to the Mortgage Loan delivered by the Seller pursuant to or as contemplated by Section 2(e) and provide the Seller with a certificate (the "Master Servicer Certification") within 90 days of the Closing Date acknowledging its (or the appropriate Sub-Servicer's) receipt as of the date of the Master Servicer Certification of such documents actually received; provided that such review shall be limited to identifying the document received; the Mortgage Loan to which it purports to relate, that it appears regular on its face and that it appears to have been executed (where appropriate). Notwithstanding anything to the contrary set forth herein, to the extent the Seller has not been notified in writing of its failure to deliver any document with respect to the Mortgage Loan required to be delivered pursuant to or as contemplated by Section 2(e) hereof prior to the first anniversary of the date of the Master Servicer Certification, the Seller shall have no obligation to provide such document. (i) In addition, on the Closing Date, the Seller shall provide deliver (i) to the Master ServicerServicer for deposit in the Pool Custodial Account the Initial Deposits relating to the Mortgage Loan, and (ii) if the Mortgage Loan is an Interest Reserve Mortgage Loan, to the Trustee for deposit in the Interest Reserve Account, the initial data (as of Supplemental Interest Reserve Amount with respect to the Cut-off Date or the most recent earlier date for which such data is available) contemplated by the CMSA Loan Setup File, the CMSA Loan Periodic Update File, the CMSA Operating Statement Analysis Report and the CMSA Property FileMortgage Loan.

Conveyance of Mortgage Loan. (a) Effective as of On the Closing Date, subject only to receipt by the Seller's receipt Seller of the Purchase Consideration purchase price referred to in Section 1 hereof, the satisfaction of the other closing conditions required to be satisfied on the part of Purchaser pursuant to Section 7 and the satisfaction or waiver issuance of the conditions to closing set forth in Section 5 of this Agreement (which conditions shall be deemed to have been satisfied or waived upon the Seller's receipt of the Purchase Consideration)Certificates, the Seller does hereby agrees to (i) sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (except as set forth in this Agreement)recourse, all the right, title and interest of the Seller in and to the Mortgage Loan as of such dateidentified on the Mortgage Loan Schedule, including all rights to payment in respect thereof, which includes all interest and principal received or receivable by the Seller on a servicing released basisor with respect to the Mortgage Loan after the Cut-off Date (subject to the proviso in the next sentence), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance proceedspolicies and any escrow, reserve or other comparable accounts related to the Mortgage Loan, subject to that certain Servicing Rights Purchase Agreement dated as of October 26, 2006 between the Master Servicer and the Seller. The Mortgage Loan Schedule, as it may be amended, shall conform to the requirements set forth in this Agreement and the Pooling and Servicing Agreement. (b) The Purchaser or its assignee shall be entitled to receive (and, to the extent received by or on behalf of the Seller, the Seller shall deliver or cause to be delivered to or at the direction of the Purchaser) all scheduled payments of principal and interest due on the Mortgage Loan after the Cut-off Date, and all other recoveries of principal and interest collected thereon after the Cut-off Date (other than in respect of principal and interest on the Mortgage Loan due on or before the Cut-off Date). All ; provided, however, that all scheduled payments of principal and interest due on or before the Cut-off Date accrued but collected after the Cut-off Datenot paid thereon, and recoveries of principal and interest collected on or before the Cut-off Date (only in respect of principal and interest on the Mortgage Loan due on or before the Cut-off Date and principal prepayments thereon), shall belong to, and be promptly remitted to, the Seller. (c) The Seller hereby represents and warrants that it has or will have, on behalf of the Purchaser, delivered to the Trustee (i) on or before the Closing Date, the documents and instruments specified below with respect to the Mortgage Loan that are Specially Designated Mortgage Loan Documents and (ii) on or before the date that is 30 days collected after the Closing Date, the remaining documents and instruments specified below that are not Specially Designated Mortgage Loan Documents with respect to the Mortgage Loan (the documents and instruments specified below and referred to in clauses (i) and (ii) preceding, collectively, the "Mortgage File"). The Mortgage File so delivered will be held by the Trustee in escrow for the benefit of the Seller at all times prior to the Closing Date. The Mortgage File with respect to the Mortgage Loan shall contain the following documents: (i) the original executed Mortgage Note for the Mortgage Loan, including any power of attorney related to the execution thereof (or a lost note affidavit and indemnity with a copy of such Mortgage Note attached thereto), together with any and all intervening endorsements thereon, endorsed on its face or by allonge attached thereto (without recourse, representation or warranty, express or implied) to the order of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (ii) an original or copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iii) an original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iv) an original executed assignment, in recordable form (except for completion of the assignee's name (if the assignment is delivered in blank) and any missing recording information or a certified copy of that assignment as sent for recording), of (a) the Mortgage, (b) any related Assignment of Leases (if such item is a document separate from the Mortgage) and (c) any other recorded document relating to the Mortgage Loan otherwise included in the Mortgage File, in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (v) an original assignment of all unrecorded documents relating to the Mortgage Loan (to the extent not already assigned pursuant to clause (iv) above) in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (vi) originals or copies of any consolidation, assumption, substitution and modification agreements in those instances where the terms or provisions of the Mortgage or Mortgage Note have been consolidated or modified or the Mortgage Loan has been assumed; (vii) the original or a copy of the policy or certificate of lender's title insurance or, if such policy has not been issued or located, an original or copy of an irrevocable, binding commitment (which may be a pro forma policy or a marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy; (viii) any filed copies or other evidence of filing of any prior UCC Financing Statements in favor of the originator of the Mortgage Loan or in favor of any assignee prior to the Trustee (but only to the extent the Seller had possession of such UCC Financing Statements prior to the Closing Date) and, if there is an effective UCC Financing Statement in favor of the Seller on record with the applicable public office for UCC Financing Statements, a UCC Financing Statement assignment, in form suitable for filing in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, as assignee, or in blank; (ix) an original or copy of any Ground Lease, guaranty or ground lessor estoppel; (x) any intercreditor agreement relating to permitted debt of the Mortgagor and any intercreditor agreement relating to mezzanine debt related to the Mortgagor; (xi) an original or a copy of any loan agreement, any escrow or reserve agreement, any security agreement, any management agreement, any agreed upon procedures letter, any lockbox or cash management agreements, any environmental reports or any letter of credit, in each case relating to the Mortgage Loan; and (xii) if the Mortgage Loan is secured by a hospitality property, a signed copy of any franchise agreement and/or franchisor comfort letter. The foregoing Mortgage File delivery requirement shall be subject to Section 2.01(c) of the Pooling and Servicing Agreement. (d) The Seller shall take all actions reasonably necessary to permit the Trustee to fulfill its obligations pursuant to Section 2.01(d) of the Pooling and Servicing Agreement with respect to the Mortgage Loan, including bearing the out-of-pocket costs and expenses of the Trustee in connection with the performance by the Trustee of its recording, filing and delivery obligations pursuant to Section 2.01(d) of the Pooling and Servicing Agreement. (e) All such other relevant documents and records that (a) relate to the administration or servicing of the Mortgage Loan, (b) are reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loan by the Master Servicer in connection with its duties under the Pooling and Servicing Agreement, and (c) are in the possession or under the control of the Seller, together with all unapplied escrow amounts and reserve amounts in the possession or under the control of the Seller that relate to the Mortgage Loan, shall be delivered or caused to be delivered by the Seller to the Master Servicer (or, at the direction of the Master Servicer, to the appropriate sub-servicer); provided that the Seller shall not be required to deliver any draft documents, privileged or other communications, credit underwriting or due diligence analyses, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Seller agrees to use reasonable efforts to deliver to the Trustee, for its administrative convenience in reviewing the Mortgage Files, a mortgage loan checklist for the Mortgage Loan. The foregoing sentence notwithstanding, the failure of the Seller to deliver a mortgage loan checklist or a complete mortgage loan checklist shall not give rise to any liability whatsoever on the part of the Seller to the Purchaser, the Trustee or any other person because the delivery of the mortgage loan checklist is being provided to the Trustee solely for its administrative convenience. (f) The Seller shall take such actions as are reasonably necessary to assign or otherwise grant to the Trust Fund the benefit of any letters of credit in the name of the Seller, which secure the Mortgage Loan. (g) On or before the Closing Date, the Seller shall provide to the Master Servicer, the initial data (as of the Cut-off Date or shall belong to the most recent earlier date for which such data is available) contemplated by the CMSA Loan Setup FileSeller, the CMSA Loan Periodic Update File, the CMSA Operating Statement Analysis Report and the CMSA Property FilePurchaser or its successors or assigns shall promptly remit any such payments to the Seller.

Conveyance of Mortgage Loan. (a) Effective as of the Closing Date, subject only to the Seller's receipt of the Purchase Consideration and the satisfaction or waiver of the conditions to closing set forth in Section 5 of this Agreement (which conditions shall be deemed to have been satisfied or waived upon the Seller's receipt of the Purchase Consideration), the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (except as set forth in this Agreement), all the right, title and interest of the Seller in and to the Mortgage Loan as of such date, on a servicing released basis, together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance proceeds. The Mortgage Loan Schedule, as it may be amended, shall conform to the requirements set forth in this Agreement and the Pooling and Servicing Agreement. (b) The Purchaser or its assignee shall be entitled to receive all scheduled payments of principal and interest due after the Cut-off Date, and all other recoveries of principal and interest collected after the Cut-off Date (other than in respect of principal and interest on the Mortgage Loan due on or before the Cut-off Date). All scheduled payments of principal and interest due on or before the Cut-off Date but collected after the Cut-off Date, and recoveries of principal and interest collected on or before the Cut-off Date (only in respect of principal and interest on the Mortgage Loan due on or before the Cut-off Date and principal prepayments thereon), shall belong to, and be promptly remitted to, the Seller. (c) The Seller hereby represents and warrants that it has or will have, on behalf of the Purchaser, delivered to the Trustee (i) on or before the Closing Date, the documents and instruments specified below with respect to the Mortgage Loan that are Specially Designated Mortgage Loan Documents and (ii) on or before the date that is 30 days after the Closing Date, the remaining documents and instruments specified below that are not Specially Designated Mortgage Loan Documents with respect to the Mortgage Loan (the documents and instruments specified below and referred to in clauses (i) and (ii) preceding, collectively, the "Mortgage File"). The Mortgage File so delivered will be held by the Trustee in escrow for the benefit of the Seller at all times prior to the Closing Date. The Mortgage File with respect to the Mortgage Loan shall contain the following documents: (iA) the original executed Mortgage Note for the Mortgage Loan, including any power of attorney related to the execution thereof (or a lost note affidavit and indemnity with a copy of such Mortgage Note attached thereto), together with any and all intervening endorsements thereon, endorsed on its face or by allonge attached thereto (without recourse, representation or warranty, express or implied) to the order of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx ML-CFC Commercial Mortgage Trust 20052006-CKI11, Commercial Mortgage Pass-Through Certificates, Series 20052006-CKI11, or in blank, and (B) a copy of the executed Mortgage Note for each related Non-Trust Loan; (ii) an original or copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iii) an original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iv) an original executed assignment, in recordable form (except for completion of the assignee's name (if the assignment is delivered in blank) and any missing recording information or a certified copy of that assignment as sent for recording), of (a) the Mortgage, (b) any related Assignment of Leases (if such item is a document separate from the Mortgage) and (c) any other recorded document relating to the Mortgage Loan otherwise included in the Mortgage File, in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx ML-CFC Commercial Mortgage Trust 20052006-CKI11, Commercial Mortgage Pass-Through Certificates, Series 20052006-CKI11 (or in favor of LaSalle Bank National Association, as trustee for the registered holders of ML-CFC Commercial Mortgage Trust 2006-1, Commercial Mortgage Pass-Through Certificates, Series 2006-1, and in its capacity as lead lender on behalf of the holder(s) of the related Non-Trust Loan(s)), or in blank; (v) an original assignment of all unrecorded documents relating to the Mortgage Loan (to the extent not already assigned pursuant to clause (iv) above) in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx ML-CFC Commercial Mortgage Trust 20052006-CKI11, Commercial Mortgage Pass-Through Certificates, Series 20052006-CKI11 (or in favor of LaSalle Bank National Association, as trustee for the registered holders of ML-CFC Commercial Mortgage Trust 2006-1, Commercial Mortgage Pass-Through Certificates, Series 2006-1, and in its capacity as lead lender on behalf of the holder of the related Non-Trust Loan(s)), or in blank; (vi) originals or copies of any consolidation, assumption, substitution and modification agreements in those instances where the terms or provisions of the Mortgage or Mortgage Note have been consolidated or modified or the Mortgage Loan has been assumed; (vii) the original or a copy of the policy or certificate of lender's title insurance or, if such policy has not been issued or located, an original or copy of an irrevocable, binding commitment (which may be a pro forma policy or a marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy; (viii) any filed copies or other evidence of filing of any prior UCC Financing Statements in favor of the originator of the Mortgage Loan or in favor of any assignee prior to the Trustee (but only to the extent the Seller had possession of such UCC Financing Statements prior to the Closing Date) and, if there is an effective UCC Financing Statement in favor of the Seller on record with the applicable public office for UCC Financing Statements, a UCC Financing Statement assignment, in form suitable for filing in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx ML-CFC Commercial Mortgage Trust 20052006-CKI11, Commercial Mortgage Pass-Through Certificates, Series 20052006-CKI11, as assigneeassignee (or in favor of LaSalle Bank National Association, as trustee for the registered holders of ML-CFC Commercial Mortgage Trust 2006-1, Commercial Mortgage Pass-Through Certificates, Series 2006-1, and in its capacity as lead lender on behalf of the holder of the related Non-Trust Loan(s)), or in blank; (ix) an original or copy of any Ground Lease, guaranty or ground lessor estoppel; (x) an original or copy of any intercreditor agreement relating to permitted debt of the Mortgagor and any intercreditor agreement relating to mezzanine debt related to the Mortgagor; (xi) an original or a copy of any loan agreement, any escrow or reserve agreement, any security agreement, any management agreement, any agreed upon procedures letter, any lockbox or cash management agreements, any environmental reports or any letter of credit, in each case relating to the Mortgage Loan; and; (xii) if the Mortgage Loan is secured by a hospitality property, a signed copy of any franchise agreement and/or franchisor comfort letter; and (xiii) an original or copy of the related Loan Combination Intercreditor Agreement. The foregoing Mortgage File delivery requirement shall be subject to Section 2.01(c) of the Pooling and Servicing Agreement. (d) The Seller shall take all actions reasonably necessary to permit retain an Independent third party (the Trustee to fulfill its obligations pursuant to Section 2.01(d"Recording/Filing Agent") of the Pooling and Servicing Agreement with respect that shall, as to the Mortgage Loan, including bearing promptly (and in any event within 90 days following the later of the Closing Date and the delivery of the Mortgage, Assignment of Leases, recordable document and UCC Financing Statement to the Trustee) cause to be submitted for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, each assignment of Mortgage, assignment of Assignment of Leases and any other recordable documents relating to each such Mortgage Loan in favor of the Trustee that is referred to in clause (iv) of the definition of "Mortgage File" and each UCC Financing Statement assignment in favor of the Trustee that is referred to in clause (viii) of the definition of "Mortgage File." Each such assignment and UCC Financing Statement assignment shall reflect that the recorded original should be returned by the public recording office to the Trustee following recording, and each such assignment and UCC Financing Statement assignment shall reflect that the file copy thereof should be returned to the Trustee following filing; provided, that in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Recording/Filing Agent shall obtain therefrom a certified copy of the recorded original. If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Seller shall prepare a substitute therefor or cure such defect or cause such to be done, as the case may be, and the Seller shall deliver such substitute or corrected document or instrument to the Trustee (or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing Agreement, to the then holder of such Mortgage Loan). The Seller shall bear the out-of-pocket costs and expenses of all such recording, filing and delivery contemplated in the preceding paragraph, including, without limitation, any costs and expenses that may be incurred by the Trustee in connection with the performance any such recording, filing or delivery performed by the Trustee of its recording, filing at the Seller's request and delivery obligations pursuant to Section 2.01(d) the fees of the Pooling and Servicing AgreementRecording/Filing Agent. (e) All such other relevant documents and records that (a) relate to the administration or servicing of the Mortgage Loan, (b) are reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loan by the Master Servicer in connection with its duties under the Pooling and Servicing Agreement, and (c) are in the possession or under the control of the Seller, together with all unapplied escrow amounts and reserve amounts in the possession or under the control of the Seller that relate to the Mortgage Loan, shall be delivered or caused to be delivered by the Seller to the Master Servicer (or, at the direction of the Master Servicer, to the appropriate sub-servicer); provided that the Seller shall not be required to deliver any draft documents, privileged or other communications, credit underwriting underwriting, legal or other due diligence analyses, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Seller agrees to use reasonable efforts to deliver to the Trustee, for its administrative convenience in reviewing the Mortgage Files, a mortgage loan checklist for the Mortgage Loan. The foregoing sentence notwithstanding, the failure of the Seller to deliver a mortgage loan checklist or a complete mortgage loan checklist shall not give rise to any liability whatsoever on the part of the Seller to the Purchaser, the Trustee or any other person because the delivery of the mortgage loan checklist is being provided to the Trustee solely for its administrative convenience. (f) The Seller shall take such actions as are reasonably necessary to assign or otherwise grant to the Trust Fund the benefit of any letters of credit in the name of the Seller, which secure the Mortgage Loan. (g) On or before the Closing Date, the Seller shall provide to the Master Servicer, the initial data (as of the Cut-off Date or the most recent earlier date for which such data is available) contemplated by the CMSA Loan Setup File, the CMSA Loan Periodic Update File, the CMSA Operating Statement Analysis Report and the CMSA Property File.

Conveyance of Mortgage Loan. (a) Effective as of the Closing Date, subject only to the Seller's receipt of the Purchase Consideration purchase price referred to in Section 1 hereof and the satisfaction or waiver of the conditions to closing set forth in Section 5 of this Agreement (which conditions shall be deemed to have been satisfied or waived upon the Seller's receipt of the Purchase Consideration)7 hereof, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (except as set forth in this Agreement)recourse, all the right, title and interest of the Seller (other than the primary servicing rights) in and to the Mortgage Loan identified on the Mortgage Loan Schedule as of such date, on a servicing released basis, together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance proceeds. The Mortgage Loan Schedule, as it may be amended, shall conform to the requirements set forth in this Agreement and the Pooling and Servicing Agreement. (b) The Purchaser or its assignee shall be entitled to receive all scheduled payments of principal and interest due after the Cut-off Date, and all other recoveries of principal and interest collected after the Cut-off Date (other than in respect of principal and interest on the Mortgage Loan due on or before the Cut-off Date). All scheduled payments of principal and interest due on or before the Cut-off Date for the Mortgage Loan, but collected after the Cut-off Date, and recoveries of principal and interest collected on or before the Cut-off Date (only in respect of principal and interest on the Mortgage Loan due on or before the Cut-off Date and principal prepayments thereon)such date, shall belong to, and be promptly remitted to, the Seller. (c) The Seller hereby represents and warrants that it has or will have, on behalf of the Purchaser, delivered to the Trustee (i) on On or before the Closing Date, the documents and instruments specified below with respect to the Mortgage Loan that are Specially Designated Mortgage Loan Documents and (ii) Seller shall, on or before the date that is 30 days after the Closing Date, the remaining documents and instruments specified below that are not Specially Designated Mortgage Loan Documents with respect to the Mortgage Loan (the documents and instruments specified below and referred to in clauses (i) and (ii) preceding, collectively, the "Mortgage File"). The Mortgage File so delivered will be held by the Trustee in escrow for the benefit behalf of the Seller at all times prior initial Purchaser, deliver to the Closing Date. The Mortgage File and deposit with, or cause to be delivered to and deposited with respect to the Mortgage Loan shall contain the following documents: (i) the original executed Trustee or a Custodian appointed thereby, a Mortgage Note File for the Mortgage LoanLoan in accordance with the terms of, including any power of attorney related and conforming to the execution thereof (or a lost note affidavit and indemnity with a copy of such Mortgage Note attached thereto)requirements set forth in, together with any and all intervening endorsements thereon, endorsed on its face or by allonge attached thereto (without recourse, representation or warranty, express or implied) to the order of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (ii) an original or copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iii) an original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iv) an original executed assignment, in recordable form (except for completion of the assignee's name (if the assignment is delivered in blank) and any missing recording information or a certified copy of that assignment as sent for recording), of (a) the Mortgage, (b) any related Assignment of Leases (if such item is a document separate from the Mortgage) and (c) any other recorded document relating to the Mortgage Loan otherwise included in the Mortgage File, in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (v) an original assignment of all unrecorded documents relating to the Mortgage Loan (to the extent not already assigned pursuant to clause (iv) above) in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (vi) originals or copies of any consolidation, assumption, substitution and modification agreements in those instances where the terms or provisions of the Mortgage or Mortgage Note have been consolidated or modified or the Mortgage Loan has been assumed; (vii) the original or a copy of the policy or certificate of lender's title insurance or, if such policy has not been issued or located, an original or copy of an irrevocable, binding commitment (which may be a pro forma policy or a marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy; (viii) any filed copies or other evidence of filing of any prior UCC Financing Statements in favor of the originator of the Mortgage Loan or in favor of any assignee prior to the Trustee (but only to the extent the Seller had possession of such UCC Financing Statements prior to the Closing Date) and, if there is an effective UCC Financing Statement in favor of the Seller on record with the applicable public office for UCC Financing Statements, a UCC Financing Statement assignment, in form suitable for filing in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, as assignee, or in blank; (ix) an original or copy of any Ground Lease, guaranty or ground lessor estoppel; (x) any intercreditor agreement relating to permitted debt of the Mortgagor and any intercreditor agreement relating to mezzanine debt related to the Mortgagor; (xi) an original or a copy of any loan agreement, any escrow or reserve agreement, any security agreement, any management agreement, any agreed upon procedures letter, any lockbox or cash management agreements, any environmental reports or any letter of credit, in each case relating to the Mortgage Loan; and (xii) if the Mortgage Loan is secured by a hospitality property, a signed copy of any franchise agreement and/or franchisor comfort letter. The foregoing Mortgage File delivery requirement shall be subject to Section 2.01(c) of the Pooling and Servicing Agreement. (d) The Seller shall take all actions reasonably necessary to permit the Trustee to fulfill its obligations pursuant to Section 2.01(d) of the Pooling and Servicing Agreement with respect to the Mortgage Loan, including bearing the out-of-pocket costs and expenses of the Trustee in connection with the performance by the Trustee of its recording, filing and delivery obligations pursuant to Section 2.01(d) of the Pooling and Servicing Agreement. (e) All such other relevant documents and records that (a) relate to the administration or servicing of the Mortgage Loan, (b) are reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loan by the Master Servicer in connection with its duties under the Pooling and Servicing Agreement, and (c) are in the possession or under the control with copies of the Seller, together with all unapplied escrow amounts and reserve amounts in the possession or under the control of the Seller that relate to the each Mortgage Loan, shall be delivered or caused File to be delivered by the Seller to Trustee to, upon request, the Master Servicer (at the expense of the Trustee), within 10 Business Days of such request; and (ii) the Master Servicer (or, at the direction of the Master Servicer, to the appropriate subSub-servicerServicer), or, in the case of an Outside Serviced Trust Mortgage Loan, the applicable Outside Servicer, all unapplied Escrow Payments and Reserve Funds in the possession or under the control of the Seller that relate to the Mortgage Loan. In addition, the Seller shall, in the case of each Mortgage Loan that is an Outside Serviced Trust Mortgage Loan, deliver to and deposit with the Master Servicer, within 45 days of the Closing Date, a copy of the mortgage file that was delivered to the related Outside Trustee under the related Non Trust Mortgage Loan Securitization Agreement or to a custodian under a custodial agreement that relates solely to such Outside Serviced Trust Mortgage Loan, as applicable. (d) The Seller shall, through an Independent third party (the "Recording Agent") retained by it or LBHI, as and in the manner provided in the Pooling and Servicing Agreement (and in any event within 45 days following the later of the Closing Date and the date on which all necessary recording information is available to the Recording Agent), cause (i) each assignment of Mortgage and each assignment of Assignment of Leases, in favor of, and delivered as part of the related Mortgage File to, the Trustee, to be submitted for recordation in the appropriate public office for real property records, and (ii) such assignments to be delivered to the Trustee following their return by the applicable public recording office, with copies of any such returned assignments to be delivered by the Trustee to the Master Servicer, at the expense of the Seller, at least every 90 days after the Closing Date (or at additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loan by the Master Servicer); provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, a certified copy of the recorded original shall be forwarded to the Trustee. If any such document or instrument is lost or returned unrecorded because of a defect therein, then the Seller shall prepare or cause the preparation of a substitute therefor or cure such defect or cause such to be done, as the case may be, and the Seller shall deliver such substitute or corrected document or instrument to the Trustee (or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing Agreement, to the then holder of such Mortgage Loan). The Seller shall bear the out-of-pocket costs and expenses of all such recording and delivery contemplated in the preceding paragraph, including, without limitation, any out-of-pocket costs and expenses that may be incurred by the Trustee in connection with any such recording or delivery performed by the Trustee at the Seller's or the Purchaser's request and the fees of the Recording Agent. Pursuant to the Pooling and Servicing Agreement and a letter agreement dated February 27, 2007 (the "Filing Letter Agreement") between Anthracite Capital Inc. (the "Payee"), the Depositor, the UBS Mortgage Loan Seller and the Trustee, the Trustee, through a third party (the "Filing Agent") retained by it, as and in the manner provided in the Pooling and Servicing Agreement and at the expense of the Payee (and in any event within 45 days following the later of the Closing Date and the date on which all necessary filing information is available to the Filing Agent), is required to cause (i) each assignment of Uniform Commercial Code financing statements prepared by the Seller, in favor of, and delivered as part of the related Mortgage File to the Trustee, to be submitted for filing in the appropriate public office, and (ii) such assignments to be delivered to the Trustee following their return by the applicable public filing office, with copies of any such returned assignments to be delivered by the Trustee to the Master Servicer, at the expense of the Seller, at least every 90 days after the Closing Date (or at additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loan by the Master Servicer). The Seller hereby agrees to reasonably cooperate with the Trustee and the Filing Agent with respect to the filing of the assignments of Uniform Commercial Code financing statements as described in this paragraph and to forward to the Trustee filing confirmation, if any, received in connection with such Uniform Commercial Code financing statements filed in accordance with this paragraph. Notwithstanding the foregoing, to the extent the Trustee provides the Payee, pursuant to the Filing Letter Agreement, with an invoice for the expenses (i) reasonably to be incurred in connection with the filings referred to in this paragraph and (ii) required to be paid by the Payee pursuant to the Filing Letter Agreement, and such expenses are not paid by the Payee in advance of such filings, the Trustee, pursuant to the Pooling and Servicing Agreement and the Filing Letter Agreement and at the expense of the Seller, shall only be required to cause the Filing Agent to file the assignments of such Uniform Commercial Code financing statements with respect to Mortgage Loan secured by hotel or hospitality properties. (e) With respect to the Mortgage Loan, (other than an Outside Serviced Trust Mortgage Loan), the Seller shall deliver to and deposit with, or cause to be delivered to and deposited with, the Master Servicer, within 45 days of the Closing Date, the Mortgage Loan Origination Documents (other than any document that constitutes part of the Mortgage File for such Mortgage Loan); provided that the Seller shall not be required to deliver any draft documents, privileged or other communicationscommunications or correspondence, credit underwriting or due diligence analysesanalyses or information, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Seller agrees to use reasonable efforts to deliver . (f) After the Seller's transfer of the Mortgage Loan to the TrusteePurchaser, for its administrative convenience in reviewing as provided herein, the Mortgage Files, a mortgage loan checklist for Seller shall not take any action inconsistent with the Purchaser's ownership of the Mortgage Loan. The foregoing sentence notwithstandingExcept for actions that are the express responsibility of another party hereunder or under the Pooling and Servicing Agreement, and further except for actions that the Seller is expressly permitted to complete subsequent to the Closing Date, the failure Seller shall, on or before the Closing Date, take all actions required under applicable law to effectuate the transfer of the Seller to deliver a mortgage loan checklist or a complete mortgage loan checklist shall not give rise to any liability whatsoever on the part of Mortgage Loan by the Seller to the Purchaser, the Trustee or any other person because the delivery of the mortgage loan checklist is being provided to the Trustee solely for its administrative convenience. (f) The Seller shall take such actions as are reasonably necessary to assign or otherwise grant to the Trust Fund the benefit of any letters of credit in the name of the Seller, which secure the Mortgage Loan. (g) On In connection with the obligations of the Master Servicer under Sections 3.01(e) and 3.19(c) of the Pooling and Servicing Agreement, with regard to each Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) that is secured by the interests of the related Mortgagor in a hospitality property (identified on Schedule VI to the Pooling and Servicing Agreement) and each Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) that has a related letter of credit, the Seller shall deliver to and deposit with, or cause to be delivered to and deposited with, the Master Servicer, on or before the Closing Date, any related franchise agreement, franchise comfort letter and the original of such letter of credit. Further, in the event, with respect to a Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) with a related letter of credit, the Master Servicer determines that a draw under such letter of credit has become necessary under the terms thereof prior to the assignment of such letter of credit having been effected in accordance with Section 3.01(e) of the Pooling and Servicing Agreement, the Seller shall, upon the written direction of the Master Servicer, use its best efforts to make such draw or to cause such draw to be made on behalf of the Trustee. (h) Pursuant to the Pooling and Servicing Agreement, the Master Servicer shall review the documents with respect to the Mortgage Loan delivered by the Seller pursuant to or as contemplated by Section 2(e) and provide the Seller and the Controlling Class Representative and the Special Servicer with a certificate (the "Master Servicer Certification") within 90 days of the Closing Date acknowledging its (or the appropriate Sub-Servicer's) receipt as of the date of the Master Servicer Certification of such documents actually received; provided that such review shall be limited to identifying the document received, the Serviced Trust Mortgage Loan to which it purports to relate, that it appears regular on its face and that it appears to have been executed (where appropriate). Notwithstanding anything to the contrary set forth herein, to the extent the Seller has not been notified in writing of its failure to deliver any document with respect to the Mortgage Loan required to be delivered pursuant to or as contemplated by Section 2(e) hereof prior to the date occurring 18 months following the date of the Master Servicer Certification, the Seller shall have no obligation to provide such document. (i) In addition, on the Closing Date, the Seller shall provide deliver to the Master Servicer, Servicer for deposit in the initial data (as of Pool Custodial Account the Cut-off Date or Initial Deposits relating to the most recent earlier date for which such data is available) contemplated by the CMSA Loan Setup File, the CMSA Loan Periodic Update File, the CMSA Operating Statement Analysis Report and the CMSA Property FileMortgage Loan.

Conveyance of Mortgage Loan. (a) Effective as of the Closing Date, subject only to the Seller's receipt of the Purchase Consideration Price and the satisfaction or waiver of the other conditions to closing set forth in Section 5 that are for the benefit of this Agreement (which conditions shall be deemed to have been satisfied or waived upon the Seller's receipt of the Purchase Consideration), the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (except as set forth in this Agreement), all the right, title and interest of the Seller in and to the Mortgage Loans identified on the Mortgage Loan Schedule as of such date, on a servicing released basisdate that the Purchaser has agreed to purchase, together with all of the Seller's ’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance proceeds. The Mortgage Loan Scheduleforegoing provisions of this subsection (a) shall not, as it may however, be amended, shall conform construed to limit the requirements set forth in effect of subsection (e) of this Agreement and the Pooling and Servicing AgreementSection 2. (b) On the Closing Date, the Seller shall forward to the Purchaser a confirmation of each Transaction, substantially in the form of Exhibit C attached hereto (a “Confirmation”). The Purchaser Confirmation shall specify any additional terms or its assignee conditions of the Transaction not inconsistent with this Agreement or as otherwise agreed to by the Purchaser. In the event that the terms of the related Confirmation are inconsistent with the terms of this Agreement, this Agreement shall supersede the Confirmation with respect to the inconsistent terms only; provided, however, that the Confirmation and this Agreement shall be entitled construed to receive all scheduled payments be cumulative to the extent possible. Upon receipt of principal the Confirmation, the Purchaser shall evidence its agreement to enter into the requested Transaction by its signature thereon and interest due after return such Confirmation to the Cut-off Date, and all other recoveries of principal and interest collected after Seller. Any Confirmation executed by the Cut-off Date (other than in respect of principal and interest Purchaser shall be deemed to have been received by the Seller on the Mortgage Loan due on or before the Cut-off Date). All scheduled payments of principal and interest due on or before the Cut-off Date but collected after the Cut-off Date, and recoveries of principal and interest collected on or before the Cut-off Date (only in respect of principal and interest on the Mortgage Loan due on or before the Cut-off Date and principal prepayments thereon), shall belong to, and be promptly remitted to, date such executed Confirmation is actually received by the Seller. (c) The Seller hereby represents and warrants that it has or will have, on behalf of the Purchaser, delivered to the Trustee (i) on or before No later than the Closing Date, the Seller shall deliver to the Custodian, in accordance with the Custodial Agreement, the documents and instruments specified below with respect to the Mortgage Loan that are Specially Designated Mortgage Loan Documents and (ii) on or before the date that is 30 days after the Closing Date, the remaining documents and instruments specified below that are not Specially Designated Mortgage Loan Documents with respect to the Mortgage Loan Loans (the documents and instruments specified below and referred to in clauses (i) and (ii) preceding, collectively, the "“Mortgage File"). The Mortgage File so delivered will be held by the Trustee in escrow for the benefit of the Seller at all times prior to the Closing Date. The Mortgage File with respect to the Mortgage Loan shall contain the following documents:”): (i) the original executed Mortgage Note for the Mortgage Loan, including any power of attorney related to the execution thereof (or a lost note affidavit and indemnity with a copy of such Mortgage Note attached thereto)thereof, together with any and all intervening endorsements thereon, endorsed endorsed, in blank, on its face or by allonge attached thereto (without recourse, representation or warranty, express or implied) to the order of LaSalle Bank National Association, except as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blankprovided herein); (ii) an original or copy of all of the Mortgageother Mortgage Loan Documents, together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iii) an original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iv) an original executed assignment, in recordable form (except for completion of the assignee's name (if the assignment is delivered in blank) and any missing recording information or a certified copy of that assignment as sent for recording), of (a) the Mortgage, (b) any related Assignment of Leases (if such item is a document separate from the Mortgage) and (c) any other recorded document relating to the Mortgage Loan otherwise included in the Mortgage File, in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (v) an original assignment of all unrecorded documents relating to the Mortgage Loan Loans (to the extent not already assigned pursuant to clause (ii) above), in blank; and (iv) above) in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank;a title policy. (vid) originals or copies of With respect to any consolidation, assumption, substitution and modification agreements in those instances where the terms or provisions of the Mortgage or Mortgage Note have been consolidated or modified or the Mortgage Loan has been assumed; (vii) the original or for which a copy of the policy or certificate of lender's title insurance or, if such policy complete Mortgage File has not been issued or located, an original or copy of an irrevocable, binding commitment (which may be a pro forma policy or a marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy; (viii) any filed copies or other evidence of filing of any prior UCC Financing Statements in favor of the originator of the Mortgage Loan or in favor of any assignee prior delivered to the Trustee (but only to the extent the Seller had possession of such UCC Financing Statements Purchaser or its designee on or prior to the Closing Date, but which has been approved by the Purchaser in its sole discretion for inclusion in a Transaction on a wet-funded basis (a “Wet-Funded Mortgage Loan”), the Seller shall deliver to the Custodian, in accordance with the Custodial Agreement, the items specified below: (i) andno later than the Closing Date, if there is an effective UCC Financing Statement in favor electronic copies of each of the Seller on record items listed in Section 2(c) which are required to be included in the Mortgage File with the applicable public office for UCC Financing Statements, a UCC Financing Statement assignment, in form suitable for filing in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx respect to such Wet-Funded Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, as assignee, or in blankLoan; (ixii) no later than the Closing Date, an original escrow agreement in the form annexed hereto as Exhibit F (an “Escrow Agreement”), properly completed and executed by a title company, escrow company or copy attorney in accordance with local law and practice in the appropriate jurisdiction of any Ground Lease, guaranty or ground lessor estoppel; (x) any intercreditor agreement relating to permitted debt of the Mortgagor such Wet-Funded Mortgage Loan and any intercreditor agreement relating to mezzanine debt related acceptable to the Mortgagor; Purchaser in its sole discretion (xia “Settlement Agent”) an original or a copy of any loan agreement, any escrow or reserve agreement, any security agreement, any management agreement, any agreed upon procedures letter, any lockbox or cash management agreements, any environmental reports or any letter of credit, in each case relating to and accepted by the Mortgage LoanSeller; and (xiiiii) if no later than the date that is five (5) Business Days after the Closing Date, the Mortgage Loan is secured by a hospitality property, a signed copy of any franchise agreement and/or franchisor comfort letter. The foregoing Mortgage File delivery requirement shall be subject to Section 2.01(c) of the Pooling and Servicing Agreement. (d) The Seller shall take all actions reasonably necessary to permit the Trustee to fulfill its obligations pursuant to Section 2.01(d) of the Pooling and Servicing Agreement with respect to the such Wet-Funded Mortgage Loan, including bearing the out. The Purchaser shall not purchase any Wet-of-pocket costs Funded Mortgage Loans until it has received items (i) and expenses of the Trustee in connection with the performance by the Trustee of its recording, filing and delivery obligations pursuant to Section 2.01(d(ii) of the Pooling and Servicing Agreementabove. (e) All such other relevant documents The Purchaser shall not transmit for recording, and records that (a) relate shall cause its designees and assignees not to the administration or servicing transmit for recording, any of the Mortgage Loan, assignment documents described in subsection (b) are reasonably necessary for the ongoing administration and/or servicing at any time before a Fixed Repurchase Date or an Event of the Mortgage Loan by the Master Servicer in connection with its duties under the Pooling and Servicing Agreement, and (c) are in the possession or under the control of the Seller, together with all unapplied escrow amounts and reserve amounts in the possession or under the control of the Seller that relate to the Mortgage Loan, shall be delivered or caused to be delivered by the Seller to the Master Servicer (or, at the direction of the Master Servicer, to the appropriate sub-servicer); provided that the Seller shall not be required to deliver any draft documents, privileged or other communications, credit underwriting or due diligence analyses, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Seller agrees to use reasonable efforts to deliver to the Trustee, for its administrative convenience in reviewing the Mortgage Files, a mortgage loan checklist for the Mortgage Loan. The foregoing sentence notwithstanding, the failure of the Seller to deliver a mortgage loan checklist or a complete mortgage loan checklist shall not give rise to any liability whatsoever on the part of the Seller to the Purchaser, the Trustee or any other person because the delivery of the mortgage loan checklist is being provided to the Trustee solely for its administrative convenienceDefault. (f) The Seller shall take such actions as are reasonably necessary to assign or otherwise grant service the Mortgage Loans, from and after the Closing Date to the Trust Fund Repurchase Date (as defined in Section 7), for the benefit of any letters of credit in the name Purchaser as the owner of the SellerMortgage Loans. In connection with such servicing, which secure the Seller as servicer shall remit any and all payments of principal and/or interest received on the Mortgage LoanLoans to the Collection Account. The Seller shall act in accordance with the Servicing Standard; provided, however, that (i) in no event shall the Seller take any material servicing action in respect of a Mortgage Loan without the approval of the Purchaser, and (ii) the Seller shall consult regularly with the Purchaser with respect to any other actions to be taken or not taken in connection with such servicing and administration. (g) On or before Except as provided in this Subsection 2(f), prior to the Closing Repurchase Date, the Seller will have the right to exercise all determination and consent rights in connection with the Mortgage Loans in accordance with the terms of the Mortgage Loan Documents. In the event that the Seller fails to repurchase a Mortgage Loan on the Fixed Repurchase Date in accordance with the terms of Section 7 hereof or upon the occurrence and continuation of an Event of Default, the Purchaser will have the right to exercise any determination and consent rights in connection with the Mortgage Loans in accordance with the terms of the Mortgage Loan Documents until such time as the related Mortgage Loans are repurchased by the Seller. (h) The Seller shall provide retain custody of draft documents, attorney-client privileged communications and internal correspondence and credit and other underwriting analysis of the Seller relating to the Master ServicerMortgage Loans. All other documents and records relating to the Mortgage Loans and in the Seller’s possession (the “Additional Mortgage Loan Documents”) that are not required to be delivered as part of the Mortgage File shall be held by the Seller (but copies thereof shall be delivered to or at the direction of the Purchaser or its designee, within five (5) Business Days following the initial data Closing Date) on behalf of the Purchaser. The Seller shall continue, on behalf of the Purchaser as owner of the Mortgage Loans, to hold (except to the extent that such funds are required to be disbursed to a mortgagor or a third party under the terms of the Mortgage Loans and except as otherwise may be provided in the servicing arrangements described in subsection (e) above), and shall not be required to deliver to Purchaser, any and all escrow and reserve funds (which escrows and reserves are in the nature and amounts (as of the Cut-off applicable Closing Date) set forth in Exhibit B-2 hereto) and additional collateral delivered by the mortgagor under the Mortgage Loans, in each case in its capacity as servicer of the Mortgage Loans (for the benefit of the Purchaser as owner) prior to the Repurchase Date or until the most recent earlier date for which such data is available) contemplated by the CMSA Loan Setup File, the CMSA Loan Periodic Update File, the CMSA Operating Statement Analysis Report occurrence and the CMSA Property Filecontinuation of an Event of Default.

Conveyance of Mortgage Loan. (a) Effective The Seller, as of the Closing Dategrantor, subject only to the Seller's receipt of the Purchase Consideration and the satisfaction or waiver of the conditions to closing set forth in Section 5 of this Agreement (which conditions shall be deemed to have been satisfied or waived upon the Seller's receipt of the Purchase Consideration), the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, Trustees without recourse (except as set forth provided herein), in this Agreement)trust intending to establish the Trust, all the right, title and interest of the Seller in and to the Mortgage Loan as of such dateLoan, including all interest and principal received by the Seller on a servicing released basis, together or with all of the Seller's right, title and interest in and respect to the proceeds of any related titleMortgage Loan. In connection with such sale and assignment, hazard, primary mortgage or other insurance proceeds. The Mortgage Loan Schedule, as it may be amended, shall conform to the requirements set forth in this Agreement and the Pooling and Servicing Agreement. (b) The Purchaser or its assignee shall be entitled to receive all scheduled payments of principal and interest due after the Cut-off DateSeller does hereby deliver to, and all other recoveries of principal and interest collected after deposit with, the Cut-off Date (other than in respect of principal and interest on Trustee the documents constituting the Mortgage File. If the Seller cannot deliver the Mortgage for the Mortgage Loan due on or before with evidence of recording thereon concurrently with the Cut-off Date). All scheduled payments execution and delivery of principal and interest due on or before this Agreement solely because of a delay caused by the Cut-off Date but collected after the Cut-off Date, and recoveries of principal and interest collected on or before the Cut-off Date (only in respect of principal and interest on public recording office where the Mortgage Loan due on or before the Cut-off Date and principal prepayments thereon), shall belong to, and be promptly remitted tohas been delivered for recordation, the Seller. (c) The Seller hereby represents and warrants that it has shall deliver or will have, on behalf of the Purchaser, cause to be delivered to the Trustee (i) on an Officer's Certificate, with a photocopy of the Mortgage attached thereto, stating that the Mortgage has been delivered to the appropriate public recording official for recordation. The Seller shall promptly deliver or before cause to be delivered to the Trustee, within 90 days of the Closing Date, the documents and instruments specified below with respect to the Mortgage Loan that are Specially Designated Mortgage Loan Documents and (ii) on or before the date that is 30 days after the Closing Date, the remaining documents and instruments specified below that are not Specially Designated Mortgage Loan Documents with respect to the Mortgage Loan (the documents and instruments specified below and referred to in clauses (i) and (ii) preceding, collectively, the "Mortgage File"). The Mortgage File so delivered will be held by the Trustee in escrow for the benefit of the Seller at all times prior to the Closing Date. The Mortgage File with respect to the Mortgage Loan shall contain the following documents: (i) the original executed Mortgage Note for the Mortgage Loan, including any power of attorney related to the execution thereof (or a lost note affidavit and indemnity with a copy of such Mortgage Note attached thereto), together with any and all intervening endorsements thereon, endorsed on its face or by allonge attached thereto (without recourse, representation or warranty, express or implied) to the order of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (ii) an original or copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iii) an original or copy of any related Assignment of Leases (if such item is a document separate upon receipt thereof from the Mortgage), together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable public recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iv) an original executed assignment, in recordable form (except for completion of the assignee's name (if the assignment is delivered in blank) and any missing recording information or a certified copy of that assignment as sent for recording), of (a) the Mortgage, (b) any related Assignment of Leases (if such item is a document separate from the Mortgage) and (c) any other official. The seller shall promptly cause to be recorded document relating to the Mortgage Loan otherwise included in the Mortgage File, in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (v) an original assignment of all unrecorded documents relating to the Mortgage Loan (to the extent not already assigned pursuant to clause (iv) above) in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (vi) originals or copies of any consolidation, assumption, substitution and modification agreements in those instances where the terms or provisions of the Mortgage or Mortgage Note have been consolidated or modified or the Mortgage Loan has been assumed; (vii) the original or a copy of the policy or certificate of lender's title insurance or, if such policy has not been issued or located, an original or copy of an irrevocable, binding commitment (which may be a pro forma policy or a marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy; (viii) any filed copies or other evidence of filing of any prior UCC Financing Statements in favor of the originator of the Mortgage Loan or in favor of any assignee prior to the Trustee (but only to the extent the Seller had possession of such UCC Financing Statements prior to the Closing Date) and, if there is an effective UCC Financing Statement in favor of the Seller on record with the applicable appropriate public office for UCC Financing Statements, a UCC Financing Statement assignment, in form suitable for filing in favor of LaSalle Bank National Association, as trustee for real property records the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, as assignee, or in blank; (ix) an original or copy of any Ground Lease, guaranty or ground lessor estoppel; (x) any intercreditor agreement relating to permitted debt of the Mortgagor and any intercreditor agreement relating to mezzanine debt related to the Mortgagor; (xi) an original or a copy of any loan agreement, any escrow or reserve agreement, any security agreement, any management agreement, any agreed upon procedures letter, any lockbox or cash management agreements, any environmental reports or any letter of credit, in each case relating to the Mortgage Loan; and (xii) if the Mortgage Loan is secured by a hospitality property, a signed copy of any franchise agreement and/or franchisor comfort letterAssignment. The foregoing Mortgage File delivery requirement shall be subject to Section 2.01(c) of the Pooling and Servicing Agreement. (d) The Seller shall take all actions reasonably necessary to permit also cause any publication of notice thereof or other filing thereof as may be required. While the Trustee to fulfill its obligations pursuant to Section 2.01(d) of the Pooling and Servicing Agreement with respect to the Mortgage LoanAssignment is being recorded, including bearing the out-of-pocket costs and expenses of the Trustee in connection with the performance by the Trustee of its recording, filing and delivery obligations pursuant to Section 2.01(d) of the Pooling and Servicing Agreement. (e) All such other relevant documents and records that (a) relate to the administration or servicing of the Mortgage Loan, (b) are reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loan by the Master Servicer in connection with its duties under the Pooling and Servicing Agreement, and (c) are in the possession or under the control of the Seller, together with all unapplied escrow amounts and reserve amounts in the possession or under the control of the Seller that relate to the Mortgage Loan, shall be delivered or caused to be delivered by the Seller to the Master Servicer (or, at the direction of the Master Servicer, to the appropriate sub-servicer); provided that the Seller shall not be required to deliver any draft documents, privileged or other communications, credit underwriting or due diligence analyses, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluationsleave with the Trustee a photocopy of the Assignment. The Seller agrees to use reasonable efforts to deliver If the Assignment is returned unrecorded to the Trustee, for its administrative convenience in reviewing the Mortgage Files, a mortgage loan checklist for the Mortgage Loan. The foregoing sentence notwithstandingSeller because of any defect therein, the failure of the Seller to deliver a mortgage loan checklist or a complete mortgage loan checklist shall not give rise to any liability whatsoever on the part of the Seller to the Purchaser, the Trustee or any other person because the delivery of the mortgage loan checklist is being provided to the Trustee solely for its administrative convenience. (f) The Seller shall take cause such actions as are reasonably necessary defect to assign or otherwise grant be cured and the Assignment to the Trust Fund the benefit be recorded in accordance with this paragraph. Within 90 days of any letters of credit in the name of the Seller, which secure the Mortgage Loan. (g) On or before the Closing Date, the Seller shall provide deliver or cause to be delivered to the Master ServicerTrustee an Officer's Certificate stating that the Assignment has been duly recorded in the appropriate public offices for real property records and shall deliver or cause to be delivered the Assignment with evidence of recording thereon. Seller shall pay or caused to be paid all filing, registration and recording taxes and fees incident thereto and all expenses, taxes and other governmental charges incident to or in connection with the initial data (as preparation, execution, delivery or acknowledgment of such instruments. Any document constituting part of the Cut-off Date or the most recent earlier date for which such data is available) contemplated Mortgage File held by the CMSA Loan Setup File, Seller or on its behalf by any third party shall be held as custodian for the CMSA Loan Periodic Update File, the CMSA Operating Statement Analysis Report Trustee and the CMSA Property File.Certificateholders. The parties hereto intend that the conveyance of the Seller's right,

Conveyance of Mortgage Loan. (a) Effective as of the Closing Date, subject only to the Seller's receipt of the Purchase Consideration purchase price referred to in Section 1 hereof and the satisfaction or waiver of the conditions to closing set forth in Section 5 of this Agreement (which conditions shall be deemed to have been satisfied or waived upon the Seller's receipt of the Purchase Consideration)7 hereof, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (except as set forth in this Agreement)recourse, all the right, title and interest of the Seller (other than the primary servicing rights) in and to the Mortgage Loan as identified on the Mortgage Loan Schedule as of such date, on a servicing released basis, together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance proceeds. The Mortgage Loan Schedule, as it may be amended, shall conform to the requirements set forth in this Agreement and the Pooling and Servicing Agreement. (b) The Purchaser or its assignee shall be entitled to receive all scheduled payments of principal and interest due after the Cut-off Date, and all other recoveries of principal and interest collected after the Cut-off Date (other than in respect of principal and interest on the Mortgage Loan due on or before the Cut-off Date). All scheduled payments of principal and interest due on or before the Cut-off Date for the Mortgage Loan, but collected after the Cut-off Date, and recoveries of principal and interest collected on or before the Cut-off Date (only in respect of principal and interest on the Mortgage Loan due on or before the Cut-off Date and principal prepayments thereon)such date, shall belong to, and be promptly remitted to, the Seller. (c) The Seller hereby represents and warrants that it has or will have, on behalf of the Purchaser, delivered to the Trustee (i) on On or before the Closing Date, the documents and instruments specified below with respect to the Mortgage Loan that are Specially Designated Mortgage Loan Documents and (ii) Seller shall, on or before the date that is 30 days after the Closing Date, the remaining documents and instruments specified below that are not Specially Designated Mortgage Loan Documents with respect to the Mortgage Loan (the documents and instruments specified below and referred to in clauses (i) and (ii) preceding, collectively, the "Mortgage File"). The Mortgage File so delivered will be held by the Trustee in escrow for the benefit behalf of the Seller at all times prior initial Purchaser, deliver to the Closing Date. The Mortgage File and deposit with, or cause to be delivered to and deposited with respect to the Mortgage Loan shall contain the following documents: (i) the original executed Trustee or a Custodian appointed thereby, a Mortgage Note File for the Mortgage LoanLoan in accordance with the terms of, including any power of attorney related and conforming to the execution thereof (or a lost note affidavit and indemnity with a copy of such Mortgage Note attached thereto)requirements set forth in, together with any and all intervening endorsements thereon, endorsed on its face or by allonge attached thereto (without recourse, representation or warranty, express or implied) to the order of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (ii) an original or copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iii) an original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iv) an original executed assignment, in recordable form (except for completion of the assignee's name (if the assignment is delivered in blank) and any missing recording information or a certified copy of that assignment as sent for recording), of (a) the Mortgage, (b) any related Assignment of Leases (if such item is a document separate from the Mortgage) and (c) any other recorded document relating to the Mortgage Loan otherwise included in the Mortgage File, in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (v) an original assignment of all unrecorded documents relating to the Mortgage Loan (to the extent not already assigned pursuant to clause (iv) above) in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (vi) originals or copies of any consolidation, assumption, substitution and modification agreements in those instances where the terms or provisions of the Mortgage or Mortgage Note have been consolidated or modified or the Mortgage Loan has been assumed; (vii) the original or a copy of the policy or certificate of lender's title insurance or, if such policy has not been issued or located, an original or copy of an irrevocable, binding commitment (which may be a pro forma policy or a marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy; (viii) any filed copies or other evidence of filing of any prior UCC Financing Statements in favor of the originator of the Mortgage Loan or in favor of any assignee prior to the Trustee (but only to the extent the Seller had possession of such UCC Financing Statements prior to the Closing Date) and, if there is an effective UCC Financing Statement in favor of the Seller on record with the applicable public office for UCC Financing Statements, a UCC Financing Statement assignment, in form suitable for filing in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, as assignee, or in blank; (ix) an original or copy of any Ground Lease, guaranty or ground lessor estoppel; (x) any intercreditor agreement relating to permitted debt of the Mortgagor and any intercreditor agreement relating to mezzanine debt related to the Mortgagor; (xi) an original or a copy of any loan agreement, any escrow or reserve agreement, any security agreement, any management agreement, any agreed upon procedures letter, any lockbox or cash management agreements, any environmental reports or any letter of credit, in each case relating to the Mortgage Loan; and (xii) if the Mortgage Loan is secured by a hospitality property, a signed copy of any franchise agreement and/or franchisor comfort letter. The foregoing Mortgage File delivery requirement shall be subject to Section 2.01(c) of the Pooling and Servicing Agreement. (d) The Seller shall take all actions reasonably necessary to permit the Trustee to fulfill its obligations pursuant to Section 2.01(d) of the Pooling and Servicing Agreement with respect to the Mortgage Loan, including bearing the out-of-pocket costs and expenses of the Trustee in connection with the performance by the Trustee of its recording, filing and delivery obligations pursuant to Section 2.01(d) of the Pooling and Servicing Agreement. (e) All such other relevant documents and records that (a) relate to the administration or servicing of the Mortgage Loan, (b) are reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loan by the Master Servicer in connection with its duties under the Pooling and Servicing Agreement, and (c) are in the possession or under the control with copies of the Seller, together with all unapplied escrow amounts and reserve amounts in the possession or under the control of the Seller that relate to the each Mortgage Loan, shall be delivered or caused File to be delivered by the Seller to Trustee to, upon request, the Master Servicer (at the expense of the Trustee), within 10 Business Days of such request; and (ii) the Master Servicer (or, at the direction of the Master Servicer, to the appropriate subSub-servicerServicer), or, if the Mortgage Loan is an Outside Serviced Trust Mortgage Loan, the applicable Outside Servicer, all unapplied Escrow Payments and Reserve Funds in the possession or under the control of the Seller that relate to the Mortgage Loan. In addition, the Seller shall, if the Mortgage Loan is an Outside Serviced Trust Mortgage Loan, deliver to and deposit with the Master Servicer, within 45 days of the Closing Date, a copy of the mortgage file that was delivered to the related Outside Trustee under the related Non Trust Mortgage Loan Securitization Agreement or to a custodian under a custodial agreement that relates solely to such Outside Serviced Trust Mortgage Loan, as applicable. (d) The Seller shall, through an Independent third party (the "Recording Agent") retained by it or LBHI, as and in the manner provided in the Pooling and Servicing Agreement (and in any event within 45 days following the later of the Closing Date and the date on which all necessary recording information is available to the Recording Agent), cause (i) each assignment of Mortgage and each assignment of Assignment of Leases, in favor of, and delivered as part of the related Mortgage File to, the Trustee, to be submitted for recordation in the appropriate public office for real property records, and (ii) such assignments to be delivered to the Trustee following their return by the applicable public recording office, with copies of any such returned assignments to be delivered by the Trustee to the Master Servicer, at the expense of the Seller, at least every 90 days after the Closing Date (or at additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loan by the Master Servicer); provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, a certified copy of the recorded original shall be forwarded to the Trustee. If any such document or instrument is lost or returned unrecorded because of a defect therein, then the Seller shall prepare or cause the preparation of a substitute therefor or cure such defect or cause such to be done, as the case may be, and the Seller shall deliver such substitute or corrected document or instrument to the Trustee (or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing Agreement, to the then holder of the Mortgage Loan). The Seller shall bear the out-of-pocket costs and expenses of all such recording and delivery contemplated in the preceding paragraph, including, without limitation, any out-of-pocket costs and expenses that may be incurred by the Trustee in connection with any such recording or delivery performed by the Trustee at the Seller's or the Purchaser's request and the fees of the Recording Agent. Pursuant to the Pooling and Servicing Agreement and a letter agreement dated April 11, 2007 (the "Filing Letter Agreement") between Redwood Trust, Inc. (the "Payee"), the Depositor, the UBS Mortgage Loan Seller and the Trustee, the Trustee, through a third party (the "Filing Agent") retained by it, as and in the manner provided in the Pooling and Servicing Agreement and at the expense of the Payee (and in any event within 45 days following the later of the Closing Date and the date on which all necessary filing information is available to the Filing Agent), is required to cause (i) each assignment of Uniform Commercial Code financing statements prepared by the Seller, in favor of, and delivered as part of the related Mortgage File to the Trustee, to be submitted for filing in the appropriate public office, and (ii) such assignments to be delivered to the Trustee following their return by the applicable public filing office, with copies of any such returned assignments to be delivered by the Trustee to the Master Servicer, at the expense of the Seller, at least every 90 days after the Closing Date (or at additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loan by the Master Servicer). The Seller hereby agrees to reasonably cooperate with the Trustee and the Filing Agent with respect to the filing of the assignments of Uniform Commercial Code financing statements as described in this paragraph and to forward to the Trustee filing confirmation, if any, received in connection with such Uniform Commercial Code financing statements filed in accordance with this paragraph. Notwithstanding the foregoing, to the extent the Trustee provides the Payee, pursuant to the Filing Letter Agreement, with an invoice for the expenses (i) reasonably to be incurred in connection with the filings referred to in this paragraph and (ii) required to be paid by the Payee pursuant to the Filing Letter Agreement, and such expenses are not paid by the Payee in advance of such filings, the Trustee, pursuant to the Pooling and Servicing Agreement and the Filing Letter Agreement and at the expense of the Seller, shall only be required to cause the Filing Agent to file the assignments of such Uniform Commercial Code financing statements with respect to Mortgage Loan secured by hotel or hospitality properties. (e) With respect to the Mortgage Loan (unless it is an Outside Serviced Trust Mortgage Loan), the Seller shall deliver to and deposit with, or cause to be delivered to and deposited with, the Master Servicer, within 45 days of the Closing Date, the Mortgage Loan Origination Documents (other than any document that constitutes part of the Mortgage File for the Mortgage Loan); provided that the Seller shall not be required to deliver any draft documents, privileged or other communicationscommunications or correspondence, credit underwriting or due diligence analysesanalyses or information, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Seller agrees to use reasonable efforts to deliver . (f) After the Seller's transfer of the Mortgage Loan to the TrusteePurchaser, for its administrative convenience in reviewing as provided herein, the Mortgage Files, a mortgage loan checklist for Seller shall not take any action inconsistent with the Purchaser's ownership of the Mortgage Loan. The foregoing sentence notwithstandingExcept for actions that are the express responsibility of another party hereunder or under the Pooling and Servicing Agreement, and further except for actions that the Seller is expressly permitted to complete subsequent to the Closing Date, the failure Seller shall, on or before the Closing Date, take all actions required under applicable law to effectuate the transfer of the Seller to deliver a mortgage loan checklist or a complete mortgage loan checklist shall not give rise to any liability whatsoever on the part of Mortgage Loan by the Seller to the Purchaser, the Trustee or any other person because the delivery of the mortgage loan checklist is being provided to the Trustee solely for its administrative convenience. (f) The Seller shall take such actions as are reasonably necessary to assign or otherwise grant to the Trust Fund the benefit of any letters of credit in the name of the Seller, which secure the Mortgage Loan. (g) On In connection with the obligations of the Master Servicer under the Pooling and Servicing Agreement, if the Mortgage Loan is secured by the interests of the related Mortgagor in a hospitality property ( as identified on Schedule VI to the Pooling and Servicing Agreement) or has a related letter of credit, then (unless the Mortgage Loan is an Outside Serviced Trust Mortgage Loan) the Seller shall deliver to and deposit with, or cause to be delivered to and deposited with, the Master Servicer, on or before the Closing Date, any related franchise agreement, franchise comfort letter and the original of such letter of credit. Further, if the Mortgage Loan is not an Outside Serviced Trust Mortgage Loan, if the Mortgage Loan has a related letter of credit, and if the Master Servicer determines that a draw under such letter of credit has become necessary under the terms thereof prior to the assignment of such letter of credit having been effected in accordance with Section 3.01(e) of the Pooling and Servicing Agreement, the Seller shall, upon the written direction of the Master Servicer, use its best efforts to make such draw or to cause such draw to be made on behalf of the Trustee. (h) Pursuant to the Pooling and Servicing Agreement, the Master Servicer shall review the documents with respect to the Mortgage Loan delivered by the Seller pursuant to or as contemplated by Section 2(e) and provide the Seller and the Controlling Class Representative and the Special Servicer with a certificate (the "Master Servicer Certification") within 90 days of the Closing Date acknowledging its (or the appropriate Sub-Servicer's) receipt as of the date of the Master Servicer Certification of such documents actually received; provided that such review shall be limited to identifying the document received, the Serviced Trust Mortgage Loan to which it purports to relate, that it appears regular on its face and that it appears to have been executed (where appropriate). Notwithstanding anything to the contrary set forth herein, to the extent the Seller has not been notified in writing of its failure to deliver any document with respect to the Mortgage Loan required to be delivered pursuant to or as contemplated by Section 2(e) hereof prior to the date occurring 18 months following the date of the Master Servicer Certification, the Seller shall have no obligation to provide such document. (i) In addition, on the Closing Date, the Seller shall provide deliver to the Master Servicer, Servicer for deposit in the initial data (as of Pool Custodial Account any Initial Deposit relating to the Cut-off Date or the most recent earlier date for which such data is available) contemplated by the CMSA Loan Setup File, the CMSA Loan Periodic Update File, the CMSA Operating Statement Analysis Report and the CMSA Property FileMortgage Loan.

Conveyance of Mortgage Loan. (a) Effective as of the Closing Date, subject only to the Seller's receipt of the Purchase Consideration purchase price referred to in Section 1 hereof and the satisfaction or waiver of the conditions to closing set forth in Section 5 of this Agreement (which conditions shall be deemed to have been satisfied or waived upon the Seller's receipt of the Purchase Consideration)hereof, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (except as set forth in this Agreement)recourse, all the right, title and interest of the Seller in and to the Mortgage Loan identified on the Mortgage Loan Schedule as of such date, on a servicing released basisdate and the Purchaser hereby assumes the Mortgage Loan, together with all of the Seller's right, title rights and interest in and obligations related to the proceeds of any related title, hazard, primary mortgage or other insurance proceedsMortgage Loan. The Mortgage Loan Schedule, as it may be amended, shall conform to the requirements set forth in this Agreement and the Pooling and Servicing Agreement. (b) The Purchaser or its assignee shall be entitled to receive all scheduled payments of principal and interest due after the Cut-off Date, and all other recoveries of principal and interest collected after the Cut-off Date (other than in respect of principal and interest on the Mortgage Loan due on or before the Cut-off Date). All scheduled payments of principal and interest due on or before the Cut-off Date for the Mortgage Loan, but collected after the Cut-off Date, and recoveries of principal and interest collected on or before the Cut-off Date (only in respect of principal and interest on the Mortgage Loan due on or before the Cut-off Date and principal prepayments thereon)such date, shall belong to, and be promptly remitted to, the Seller. (c) The Seller hereby represents and warrants that it has or will have, on behalf of the Purchaser, delivered to the Trustee (i) on On or before the Closing Date, the Seller shall, on behalf of the initial Purchaser, deliver to and deposit, or cause to be delivered and deposited, with the Trustee a Mortgage File for the Mortgage Loan in accordance with the terms of, and conforming to the requirements set forth in, the Pooling and Servicing Agreement; provided that the delivery of a Mortgage file by either the Seller or Greenwich shall satisfy the delivery requirements of the Seller hereunder). If the Seller cannot deliver or cause to be delivered the documents and/or instruments referred to in clauses (a)(ii), (a)(iii), (a)(vi) (if recorded) and instruments specified below (a)(viii) of the definition of "Mortgage File" solely because of delay caused by the public recording office where such document or instrument has been delivered for recordation, the Seller shall deliver to the Trustee a copy of the original, certified by the Seller to be a true and complete copy of the original thereof submitted for recording. Concurrently with such delivery, the Seller shall deliver, or cause to be delivered, to the Master Servicer and the Special Servicer copies of the Mortgage Note, Mortgage(s) and any reserve and cash management agreements with respect to the Mortgage Loan Loan; provided that are Specially Designated Mortgage Loan Documents and (ii) on the delivery of the required documents by either the Seller or before Greenwich shall satisfy the date that is 30 days after the Closing Date, the remaining documents and instruments specified below that are not Specially Designated Mortgage Loan Documents with respect to the Mortgage Loan (the documents and instruments specified below and referred to in clauses (i) and (ii) preceding, collectively, the "Mortgage File"). The Mortgage File so delivered will be held by the Trustee in escrow for the benefit delivery requirements of the Seller at all times prior to the Closing Date. The Mortgage File with respect to the Mortgage Loan shall contain the following documents: (i) the original executed Mortgage Note for the Mortgage Loan, including any power of attorney related to the execution thereof (or a lost note affidavit and indemnity with a copy of such Mortgage Note attached theretohereunder), together with any and all intervening endorsements thereon, endorsed on its face or by allonge attached thereto (without recourse, representation or warranty, express or implied) to the order of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (ii) an original or copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iii) an original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iv) an original executed assignment, in recordable form (except for completion of the assignee's name (if the assignment is delivered in blank) and any missing recording information or a certified copy of that assignment as sent for recording), of (a) the Mortgage, (b) any related Assignment of Leases (if such item is a document separate from the Mortgage) and (c) any other recorded document relating to the Mortgage Loan otherwise included in the Mortgage File, in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (v) an original assignment of all unrecorded documents relating to the Mortgage Loan (to the extent not already assigned pursuant to clause (iv) above) in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank; (vi) originals or copies of any consolidation, assumption, substitution and modification agreements in those instances where the terms or provisions of the Mortgage or Mortgage Note have been consolidated or modified or the Mortgage Loan has been assumed; (vii) the original or a copy of the policy or certificate of lender's title insurance or, if such policy has not been issued or located, an original or copy of an irrevocable, binding commitment (which may be a pro forma policy or a marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy; (viii) any filed copies or other evidence of filing of any prior UCC Financing Statements in favor of the originator of the Mortgage Loan or in favor of any assignee prior to the Trustee (but only to the extent the Seller had possession of such UCC Financing Statements prior to the Closing Date) and, if there is an effective UCC Financing Statement in favor of the Seller on record with the applicable public office for UCC Financing Statements, a UCC Financing Statement assignment, in form suitable for filing in favor of LaSalle Bank National Association, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, as assignee, or in blank; (ix) an original or copy of any Ground Lease, guaranty or ground lessor estoppel; (x) any intercreditor agreement relating to permitted debt of the Mortgagor and any intercreditor agreement relating to mezzanine debt related to the Mortgagor; (xi) an original or a copy of any loan agreement, any escrow or reserve agreement, any security agreement, any management agreement, any agreed upon procedures letter, any lockbox or cash management agreements, any environmental reports or any letter of credit, in each case relating to the Mortgage Loan; and (xii) if the Mortgage Loan is secured by a hospitality property, a signed copy of any franchise agreement and/or franchisor comfort letter. The foregoing Mortgage File delivery requirement shall be subject to Section 2.01(c) of the Pooling and Servicing Agreement. (d) The Seller shall take all actions reasonably necessary to permit the Trustee to fulfill its obligations pursuant to Section 2.01(d) of the Pooling and Servicing Agreement with respect to the Mortgage Loan, including bearing bear the out-of-pocket costs and expenses related to recording or filing, as the case may be, in the appropriate public office for real property records or Uniform Commercial Code financing statements, as appropriate, each related assignment of Mortgage and assignment of Assignment of Leases, in favor of the Trustee referred to in connection with clause (a)(iv) of the performance by definition of "Mortgage File" and each related UCC-2 and UCC-3 assignment referred to in clause (a)(viii) of the definition of "Mortgage File." If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Seller shall prepare a substitute therefor or cure such defect or cause such to be done, as the case may be, and the Seller shall deliver such substitute or corrected document or instrument to the Trustee of its recording(or, filing and delivery obligations pursuant if the Mortgage Loan is then no longer subject to Section 2.01(d) of the Pooling and Servicing Agreement, to the then holder of the Mortgage Loan). (e) All such other relevant The Seller shall deliver, or cause to be delivered, to the Master Servicer within 10 business days after the Closing Date, all documents and records that (ai) relate to the servicing and administration or servicing of the Mortgage Loan, (bii) are reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loan by (including any asset summaries related to the Master Servicer Mortgage Loan that were delivered to the Rating Agencies in connection with its duties under the Pooling and Servicing Agreement, rating of the Certificates) and (ciii) are in possession or control of the Mortgage Loan Seller, together with (x) all unapplied Escrow Payments and Reserve Funds in the possession or under the control of the Seller, together with all unapplied escrow amounts and reserve amounts in the possession or under the control of the Seller that relate to the Mortgage Loan, shall be delivered or caused to be delivered by the Seller Loan and (y) a statement indicating which Escrow Payments and Reserve Funds are allocable to the Master Servicer (orMortgage Loan), at the direction of the Master Servicer, to the appropriate sub-servicer); provided that the Seller shall not be required to deliver any draft documents, privileged or other internal communications, credit underwriting or underwriting, due diligence analyses, credit committee briefs or memoranda or other internal approval documents analyses or data or internal worksheets, memoranda, communications or evaluations. The Seller agrees to use reasonable efforts to deliver to the Trustee, for its administrative convenience in reviewing the Mortgage Files, a mortgage loan checklist for the Mortgage Loan. The foregoing sentence notwithstanding, the failure of the Seller to deliver a mortgage loan checklist or a complete mortgage loan checklist shall not give rise to any liability whatsoever on the part of the Seller to the Purchaser, the Trustee or any other person because evaluation; provided that the delivery of the mortgage loan checklist is being provided to required documents by either the Trustee solely for its administrative convenienceSeller or Greenwich shall satisfy the delivery requirements of the Seller hereunder. (f) The After the Seller's transfer of the Mortgage Loan to the Purchaser, as provided herein, the Seller shall not take such actions as are reasonably necessary to assign or otherwise grant to any action inconsistent with the Trust Fund the benefit Purchaser's ownership of any letters of credit in the name of the Seller, which secure the Mortgage Loan. (g) On . Except for actions that are the express responsibility of another party hereunder or under the Pooling and Servicing Agreement, and further except for actions that the Seller is expressly permitted to complete subsequent to the Closing Date, the Seller shall, on or before the Closing Date, take all actions required under applicable law to effectuate the transfer of the Mortgage Loan by the Seller to the Purchaser. (g) The Seller shall provide provide, or cause to be provided, to the Master Servicer, Servicer the initial data (as of with respect to the Cut-off Date or the most recent earlier date Mortgage Loan for which such data is available) contemplated by the CMSA Loan Setup File, Financial File and the CMSA Loan Periodic Update File, File that are required to be prepared by the CMSA Operating Statement Analysis Report Master Servicer pursuant to the Pooling and Servicing Agreement; provided that the CMSA Property Filedelivery of the required documents by either the Seller or Greenwich shall satisfy the delivery requirements of the Seller hereunder). (h) The Seller shall provide the Master Servicer with the Supplemental Servicer Schedule; provided that the delivery of the required documents by either the Seller or Greenwich shall satisfy the delivery requirements of the Seller hereunder.