Common use of Conveyance of Mortgage Loans and Trust Subordinate Companion Loan Clause in Contracts

Conveyance of Mortgage Loans and Trust Subordinate Companion Loan. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as Citigroup Commercial Mortgage Trust 2019-C7, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee (as holder of the Lower-Tier Regular Interests and the 000 Xxxxx Xxxxxx Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e), 5(f), 5(g), 5(h) (insofar as it relates to the delivery of the subject certification to the Depositor) and 5(m) (insofar as the indemnity relates to the failure in clause (ii) of such section 5(m)), 6 (other than Sections 6(i), 6(j) and 6(k)) and (to the extent related to the foregoing) 7, 11, 12, 13, 14, 16, 17, 18, 23 and, solely with respect to the LCF Mortgage Loan Purchase Agreement, 24 of each Mortgage Loan Purchase Agreement, (iii) each Co-Lender Agreement, if any, (iv) each Trust Subordinate Companion Loan and (v) all Escrow Accounts, Lock-Box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and the Trust Subordinate Companion Loan (other than payments of principal and interest and other amounts due and payable on the Mortgage Loans and the Trust Subordinate Companion Loan on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans and the Trust Subordinate Companion Loan). Such assignment of any Outside Serviced Mortgage Loan is further subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The transfer of the Mortgage Loans, the Trust Subordinate Companion Loan and the related rights and property accomplished hereby is absolute and, notwithstanding Section 12.08 of this Agreement, is intended by the parties to constitute a sale.

Conveyance of Mortgage Loans and Trust Subordinate Companion Loan. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as Citigroup Commercial Benchmark 2021-B23 Mortgage Trust 2019-C7Trust, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee (as holder of the Lower-Tier Regular Interests, the MGM Grand & Mandalay Bay Trust REMIC Regular Interests and the 000 Xxxxx Xxxxxx 360 Spear Regular Interests) in trust without recourse for the benefit of the Certificateholders and the Uncertificated VRR Interest Owner all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e), 5(f), 5(g), 5(h) (insofar as it relates to the delivery of the subject certification to the Depositor) and 5(m) (insofar as the indemnity relates to the failure in clause (ii) of such section 5(m)), 6 (other than Sections 6(i), 6(j) and 6(k)) and (to the extent related to the foregoing) 7, 11, 12, 13, 14, 16, 17, 18, 20, 22, 23 and, solely with respect to the LCF Mortgage Loan Purchase Agreement, and 24 of each Mortgage Loan Purchase Agreement, (iii) each Co-Lender Agreement, if any, (iv) each the Trust Subordinate Companion Loan and (v) all Escrow Accounts, Lock-Box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersCertificateholders (including each MGM Grand & Mandalay Bay Trust REMIC Regular Interest) and the Uncertificated VRR Interest Owner. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and the Trust Subordinate Companion Loan (other than payments of principal and interest and other amounts due and payable on the Mortgage Loans and the Trust Subordinate Companion Loan on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans and the Trust Subordinate Companion Loan). Such assignment of any Outside Serviced Mortgage Loan is further subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The transfer of the Mortgage Loans, the Trust Subordinate Companion Loan and the related rights and property accomplished hereby is absolute and, notwithstanding Section 12.08 of this Agreement, is intended by the parties to constitute a sale.

Conveyance of Mortgage Loans and Trust Subordinate Companion Loan. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as Citigroup Commercial BMO 2023-C7 Mortgage Trust 2019-C7Trust, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee (as holder of the Lower-Tier Regular Interests Interests, the Loan REMIC Regular Interest, and the 000 Xxxxx Xxxxxx Woodfield Mall Regular Interests) in trust without recourse for the benefit of the Certificateholders, the Loan-Specific Certificateholders and the Uncertificated Interest Owners all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e), 5(f), 5(g), 5(h) (insofar as it relates to the delivery of the subject certification to the Depositor) and 5(m) (insofar as the indemnity relates to the failure in clause (ii) of such section 5(m)), 6 (other than Sections 6(i), 6(j) and 6(k)) and (to the extent related to the foregoing) 7, 11, 12, 13, 14, 16, 17, 18, 20, 22, 23 and 24 (and, solely with respect to in the LCF case of the Greystone Mortgage Loan Purchase Agreement and the RRECM Mortgage Loan Purchase Agreement, 24 also Section 25) of each Mortgage Loan Purchase Agreement, (iii) each Co-Lender Agreement, if any, (iv) each Trust Subordinate Companion Loan and (v) all Escrow Accounts, Lock-Box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders, the Loan-Specific Certificateholders and the Uncertificated Interest Owners. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and the Trust Subordinate Companion Loan (other than payments of principal and interest and other amounts due and payable on the Mortgage Loans and the Trust Subordinate Companion Loan on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans and the Trust Subordinate Companion Loan). Such assignment of any Outside Serviced Mortgage Loan is further subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The transfer of the Mortgage Loans, Loans and the Trust Subordinate Companion Loan and the related rights and property accomplished hereby is absolute and, notwithstanding Section 12.08 of this Agreement, is intended by the parties to constitute a sale. The Trustee shall hold in trust for the sole benefit of the Holders of the Class WMA Certificates, the Woodfield Mall Excess Liquidation Proceeds Option described in Section 9.02 hereof.