Common use of Conveyance of Mortgage Loans; Assignment of Mortgage Loan Purchase Agreements Clause in Contracts

Conveyance of Mortgage Loans; Assignment of Mortgage Loan Purchase Agreements. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust designated as "CD 2006-CD2 Mortgage Trust," appoint the Trustee as trustee of the Trust Fund and sell, transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent herein provided) all the right, title and interest of the Depositor in and to the Mortgage Loans, including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Depositor, and a security interest in all Reserve Accounts, Lock-Box Accounts, Cash Collateral Accounts and all other assets to the extent included or to be included in the Trust Fund for the benefit of the Certificateholders and the Serviced Companion Loan Noteholders. Such transfer and assignment includes all interest and principal due on or with respect to the Mortgage Loans after the Cut-off Date and in a case of a Mortgage Loan included in a Whole Loan, is subject to the related Co-Lender Agreement. In connection with such transfer and assignment, the Depositor shall make a cash deposit to the applicable Collection Account in an amount equal to the Interest Deposit Amount. The Depositor, concurrently with the execution and delivery hereof, does also hereby transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent provided herein) all the right, title and interest of the Depositor in, to and under the Mortgage Loan Purchase Agreements as provided therein (excluding the representations, warranties and covenants in favor of the Depositor set forth in clauses (viii) and (ix) of Section 4(b) of each Mortgage Loan Purchaser Agreement and the Depositor's rights and remedies with respect to a breach thereof, and excluding the Depositor's rights and remedies under the Indemnification Agreements) to the extent related to any Mortgage Loan. The Depositor shall cause the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts relating to the Mortgage Loans to be transferred to and held in the name of the applicable Master Servicer on behalf of the Trustee as successor to the Mortgage Loan Sellers. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Custodian, with copies to the applicable Master Servicer and the Special Servicer, the following documents or instruments with respect to each Mortgage Loan, and each Serviced Companion Loan (which except for the Note referred to in clause (i) below, relate to the Whole Loan) so assigned (provided, however, the documents specified in items (xix) and (xx) shall be delivered only to the applicable Master Servicer):

Conveyance of Mortgage Loans; Assignment of Mortgage Loan Purchase Agreements. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust designated as "CD 2006-CD2 CD3 Mortgage Trust," appoint the Trustee as trustee of the Trust Fund and sell, transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent herein provided) all the right, title and interest of the Depositor in and to the Mortgage Loans, including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Depositor, and a security interest in all Reserve Accounts, Lock-Box Accounts, Cash Collateral Accounts and all other assets to the extent included or to be included in the Trust Fund for the benefit of the Certificateholders and the Serviced Companion Loan Noteholders. Such transfer and assignment includes all interest and principal due on or with respect to the Mortgage Loans after the Cut-off Date and in a case of a Mortgage Loan included in a Whole Loan, is subject to the related Co-Lender Agreement. In connection with such transfer and assignment, the Depositor shall make a cash deposit to the applicable Collection Account in an amount equal to the Interest Deposit Amount. The Depositor, concurrently with the execution and delivery hereof, does also hereby transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent provided herein) all the right, title and interest of the Depositor in, to and under the Mortgage Loan Purchase Agreements as provided therein (excluding the representations, warranties and covenants in favor of the Depositor set forth in clauses (viii) and (ix) of Section 4(b) of each Mortgage Loan Purchaser Purchase Agreement and the Depositor's rights and remedies with respect to a breach thereof, and excluding the Depositor's rights and remedies under the Indemnification Agreements) to the extent related to any Mortgage Loan. The Depositor shall cause the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts relating to the Mortgage Loans to be transferred to and held in the name of the applicable Master Servicer on behalf of the Trustee as successor to the Mortgage Loan Sellers. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Custodian, with copies to the applicable Master Servicer and the Special Servicer, the following documents or instruments with respect to each Mortgage Loan (other than the ShopKo Portfolio Mortgage Loan), and each Serviced Companion Loan (which except for the Note referred to in clause (i) below, relate to the Whole Loan) so assigned (provided, however, the documents specified in items (xix) and (xx) shall be delivered only to the applicable Master Servicer):

Conveyance of Mortgage Loans; Assignment of Mortgage Loan Purchase Agreements. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust designated as "CD COMM 2006-CD2 C7 Mortgage Trust," appoint the Trustee as trustee of the Trust Fund and sell, transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent herein provided) all the right, title and interest of the Depositor in and to the Mortgage Loans, including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Depositor, and a security interest in all Reserve Accounts, Lock-Box Accounts, Cash Collateral Accounts and all other assets to the extent included or to be included in the Trust Fund for the benefit of the Certificateholders and the Serviced Companion Loan Noteholders. Such transfer and assignment includes all interest and principal due on or with respect to the Mortgage Loans after the Cut-off Date and in a case of a Mortgage Loan included in a Whole Loan, is subject to the related Co-Lender Agreement. Such transfer and assignment of the Non-Serviced Mortgage Loan and the right to service the Non-Serviced Mortgage Loan is further subject to the terms and conditions of the Other Pooling and Servicing Agreement and the related Co-Lender Agreement. In connection with such transfer and assignment, the Depositor shall make a cash deposit to the applicable Collection Account in an amount equal to the Interest Deposit Amount. The Depositor, concurrently with the execution and delivery hereof, does also hereby transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent provided herein) all the right, title and interest of the Depositor in, to and under the Mortgage Loan Purchase Agreements as provided therein (excluding the representations, warranties and covenants in favor of the Depositor set forth in clauses (viii) and (ix) of Section 4(b) of each Mortgage Loan Purchaser Purchase Agreement and the Depositor's rights and remedies with respect to a breach thereof, and excluding the Depositor's rights and remedies under the Indemnification Agreements) to the extent related to any Mortgage Loan. The Depositor shall cause the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts relating to the Mortgage Loans to be transferred to and held in the name of the applicable Master Servicer on behalf of the Trustee as successor to the Mortgage Loan Sellers. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Custodian, with copies to the applicable Master Servicer and the Special Servicer, the following documents or instruments with respect to each Mortgage Loan, and each Serviced Companion Loan (which except for the Note referred to in clause (i) below, relate to the Whole Loan) so assigned (provided, however, the documents specified in items (xix) and (xx) shall be delivered only to the applicable Master Servicer):

Conveyance of Mortgage Loans; Assignment of Mortgage Loan Purchase Agreements. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust designated as "CD 2006-CD2 COMM 200[_]-[_] Mortgage Trust," appoint the Trustee as trustee of the Trust Fund and sell, transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent herein provided) all the right, title and interest of the Depositor in and to the Mortgage Loans, including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Depositor, and a security interest in all Reserve Accounts, Lock-Box Accounts, Cash Collateral Accounts and all other assets to the extent included or to be included in the Trust Fund for the benefit of the Certificateholders and the Serviced Companion [_____] B Loan NoteholdersNoteholder. Such transfer and assignment includes all interest and principal due on or with respect to the Mortgage Loans after the Cut-off Date and in a case of a Mortgage Loan included in a Whole Loanthe Loan Combination, is subject to the related Co-Lender Agreement. In connection with such transfer and assignment, the Depositor shall make a cash deposit to the applicable Collection Account in an amount equal to the Interest Deposit Amount. The Depositor, concurrently with the execution and delivery hereof, does also hereby transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent provided herein) all the right, title and interest of the Depositor in, to and under the Mortgage Loan Purchase Agreements as provided therein (excluding the representations, warranties and covenants in favor of the Depositor set forth in clauses (viii) and (ix) of Section 4(b) of each Mortgage Loan Purchaser Agreement and the Depositor's rights and remedies with respect to a breach thereof, and excluding the Depositor's rights and remedies under the Indemnification Agreements) to the extent related to any Mortgage Loan. The Depositor shall cause the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts relating to the Mortgage Loans to be transferred to and held in the name of the applicable Master Servicer on behalf of the Trustee as successor to the Mortgage Loan SellersSeller. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Custodian, with copies to the applicable Master Servicer and the Special Servicer, the following documents or instruments with respect to each Mortgage Loan, and each Serviced Companion the [_____] B Loan (which except for the Note referred to in clause (i) below, relate to the Whole LoanLoan Combination) so assigned (provided, however, the documents specified in items (xix) and (xx) shall be delivered only to the applicable Master Servicer):