Common use of Creation and Declaration of Trust; Conveyance of the Trust Loan Clause in Contracts

Creation and Declaration of Trust; Conveyance of the Trust Loan. (a) The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, delivers, sets over, and otherwise conveys or causes to be conveyed in trust to the Trustee for the benefit of Trust Interest Owners, without recourse (except to the extent otherwise provided herein and in the Mortgage Loan Documents), the Depositor’s right, title and interest, whether now owned or hereafter acquired, now existing or hereafter arising, wherever located, in and to all of the items referred to in the definition of “Trust Fund”, including without limitation (i) all rights and remedies of the Depositor under each Trust Loan Purchase Agreement (other than Sections 7(f), 7(h) and 7(i) thereof), (ii) all right, title and interest of the Depositor in, to and under the Reserve Accounts, (iii) all right, title and interest of the Depositor in and to the Trust Loan as of the Closing Date, (iv) all right, title and interest of the Depositor in, to and under the Co-Lender Agreement and (v) all other assets included or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC. Such sale, transfer and assignment include any related escrow accounts and any security interest under the Trust Loan (whether in real or personal property and whether tangible or intangible) and all related rights to payments made or required to be made to the Depositor by the Borrower Related Parties or any other party under the Mortgage Loan Documents relating to the Trust Loan. Such sale, transfer and assignment further include all of the Depositor’s right, title and interest in and to the Mortgage Loan Documents, to the extent evidencing, securing, guarantying or otherwise relating to the Trust Loan. It is expressly agreed and understood that, notwithstanding the assignment of the Mortgage Loan Documents pursuant to the immediately preceding paragraph, it is expressly intended that the Loan Sellers will retain the rights under, and receive the benefit of, any securitization cooperation and indemnification provisions in the Mortgage Loan Documents (and such rights and benefits shall not constitute part of the Trust) including, without limitation, Sections 9.1 and 9.2 of the Mortgage Loan Agreement.

Creation and Declaration of Trust; Conveyance of the Trust Loan. (a) The Depositor, concurrently with the execution and delivery hereof, hereby establishes a trust to be designated as BAMLL Commercial Mortgage Securities Trust 2016-ISQR, appoints the Trustee to serve as trustee of such trust and sells, transfers, assigns, delivers, sets over, and otherwise conveys or causes to be conveyed in trust to the Trustee (on behalf of the Lower-Tier REMIC) for the benefit of Trust Interest Ownersthe Upper-Tier REMIC and the Certificateholders, without recourse (except to the extent otherwise provided herein and in the Mortgage Loan Documents), the Depositor’s right, title and interest, whether now owned or hereafter acquired, now existing or hereafter arising, wherever located, in and to all of the items referred to in the definition of “Trust Fund”, including without limitation (i) all rights and remedies of the Depositor under each the Trust Loan Purchase Agreement (other than Sections 7(f), 7(h7(e) and 7(i7(g) thereof), (ii) all right, title and interest of the Depositor in, to and under the Reserve Accounts, the Restricted Account and the Cash Management Account, (iii) all right, title and interest of the Depositor in and to the Trust Loan as of the Closing Date, Date and (iv) all right, title and interest of the Depositor in, to and under the Co-Lender Agreement and (v) all other assets included or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC. Such sale, transfer and assignment include any related escrow accounts and any security interest under the Trust Loan (whether in real or personal property and whether tangible or intangible) and all related rights to payments made or required to be made to the Depositor by the Borrower Related Parties or any other party under the Mortgage Loan Documents relating to the Trust Loan. Such sale, transfer and assignment further include all of the Depositor’s right, title and interest in and Loan Documents relating to the Mortgage Loan Documents, to (other than the extent evidencing, securing, guarantying or otherwise relating to the Trust Loan. It is expressly agreed and understood that, notwithstanding the assignment of the Mortgage Companion Loan Documents pursuant to the immediately preceding paragraph, it is expressly intended that the Loan Sellers will retain the rights under, and receive the benefit of, any securitization cooperation and indemnification provisions in the Mortgage Loan Documents (and such rights and benefits shall not constitute part of the Trust) including, without limitation, Sections 9.1 and 9.2 of the Mortgage Loan AgreementNotes).

Creation and Declaration of Trust; Conveyance of the Trust Loan. (a) The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, delivers, sets over, and otherwise conveys or causes to be conveyed in trust to the Trustee for the benefit of Trust Interest OwnersCertificateholders, without recourse (except to the extent otherwise provided herein and in the Mortgage Loan Documents), the Depositor’s right, title and interest, whether now owned or hereafter acquired, now existing or hereafter arising, wherever located, in and to all of the items referred to in the definition of “Trust Fund”, including without limitation (i) all rights and remedies of the Depositor under each Trust Loan Purchase Agreement (other than Sections 7(f), 7(h) and 7(i) thereof), (ii) all right, title and interest of the Depositor in, to and under the Reserve Accounts, (iii) all right, title and interest of the Depositor in and to the Trust Loan as of the Closing Date, (iv) all right, title and interest of the Depositor in, to and under the Co-Lender Agreement and (v) all other assets included or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC. Such sale, transfer and assignment include any related escrow accounts and any security interest under the Trust Loan (whether in real or personal property and whether tangible or intangible) and all related rights to payments made or required to be made to the Depositor by the Borrower Related Parties or any other party under the Mortgage Loan Documents relating to the Trust Loan. Such sale, transfer and assignment further include all of the Depositor’s right, title and interest in and to the Mortgage Loan Documents, to the extent evidencing, securing, guarantying or otherwise relating to the Trust Loan. It is expressly agreed and understood that, notwithstanding the assignment of the Mortgage Loan Documents pursuant to the immediately preceding paragraph, it is expressly intended that the Loan Sellers will retain the rights under, and receive the benefit of, any securitization cooperation and indemnification provisions in the Mortgage Loan Documents (and such rights and benefits shall not constitute part of the Trust) including, without limitation, Sections 9.1 and Section 9.2 of the Mortgage Loan Agreement.

Creation and Declaration of Trust; Conveyance of the Trust Loan. (a) The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, delivers, sets over, and otherwise conveys or causes to be conveyed in trust to the Trustee for the benefit of Trust Interest OwnersCertificateholders, without recourse (except to the extent otherwise provided herein and in the Mortgage Loan Documents), the Depositor’s right, title and interest, whether now owned or hereafter acquired, now existing or hereafter arising, wherever located, in and to all of the items referred to in the definition of “Trust Fund”, including without limitation (i) all rights and remedies of the Depositor under each Trust the Loan Purchase Agreement (other than Sections 7(f), 7(h) and 7(i) thereof)Agreement, (ii) all right, title and interest of the Depositor in, to and under the Reserve Accounts, (iii) all right, title and interest of the Depositor in and to the Trust Loan as of the Closing Date, Date and (iv) all right, title and interest of the Depositor in, to and under the Co-Lender Agreement and (v) all other assets included or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC. Such sale, transfer and assignment include any related escrow accounts and any security interest under the Trust Loan (whether in real or personal property and whether tangible or intangible) and all related rights to payments made or required to be made to the Depositor by the Loan Borrower Related Parties or any other party under the Mortgage Loan Documents relating to the Trust Loan. Such sale, transfer and assignment further include all of the Depositor’s right, title and interest in and to the Mortgage Loan Documents, to the extent evidencing, securing, guarantying or otherwise Documents relating to the Trust Loan. It is expressly agreed and understood thatThe Depositor, notwithstanding the assignment as sole owner of the Mortgage Trust Loan, concurrently with the execution and delivery hereof, hereby grants to Trustee, and directs the Trustee to hold in trust for the sole benefit of the Holders of the Class HRR Certificates, the Excess Liquidation Proceeds Option described in Section 3.15(g) hereof. The transfer by the Depositor to the Trustee of the Trust Loan Documents pursuant to the immediately preceding paragraphthis Section 2.1(a), it is expressly intended that the Loan Sellers will retain shall be subject to the rights under, and receive the benefit of, any securitization cooperation and indemnification provisions in the Mortgage Loan Documents (and such rights and benefits shall not constitute part of the Trust) including, without limitation, Sections 9.1 and 9.2 Holders of the Mortgage Loan AgreementClass HRR Certificates under the Excess Liquidation Proceeds Option.

Creation and Declaration of Trust; Conveyance of the Trust Loan. (a) The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, delivers, sets over, and otherwise conveys or causes to be conveyed in trust to the Trustee for the benefit of Trust Interest OwnersCertificateholders, without recourse (except to the extent otherwise provided herein and in the Mortgage Loan Documents), the Depositor’s right, title and interest, whether now owned or hereafter acquired, now existing or hereafter arising, wherever located, in and to all of the items referred to in the definition of “Trust Fund”, including without limitation (i) all rights and remedies of the Depositor under each Trust Loan Purchase Agreement (other than Sections 7(f), 7(h) and 7(i) thereof), (ii) all right, title and interest of the Depositor in, to and under the Reserve Accounts, (iii) all right, title and interest of the Depositor in and to the Trust Loan as of the Closing Date, (iv) all right, title and interest of the Depositor in, to and under the Co-Lender Agreement and (v) all other assets included or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC. Such sale, transfer and assignment include any related escrow accounts and any security interest under the Trust Loan (whether in real or personal property and whether tangible or intangible) and all related rights to payments made or required to be made to the Depositor by the Borrower Related Parties or any other party under the Mortgage Loan Documents relating to the Trust Loan. Such sale, transfer and assignment further include all of the Depositor’s right, title and interest in and to the Mortgage Loan Documents, to the extent evidencing, securing, guarantying or otherwise relating to the Trust Loan. It is expressly agreed and understood that, notwithstanding the assignment of the Mortgage Loan Documents pursuant to the immediately preceding paragraph, it is expressly intended that the Loan Sellers will retain the rights under, and receive the benefit of, any securitization cooperation and indemnification provisions in the Mortgage Loan Documents (and such rights and benefits shall not constitute part of the Trust) including, without limitation, Sections 9.1 and 9.2 of the Mortgage Loan Agreement.

Creation and Declaration of Trust; Conveyance of the Trust Loan. (a) The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, delivers, sets over, and otherwise conveys or causes to be conveyed in trust to the Trustee for the benefit of Trust Interest Owners, without recourse (except to the extent otherwise provided herein and in the Mortgage Loan Documents), the Depositor’s right, title and interest, whether now owned or hereafter acquired, now existing or hereafter arising, wherever located, in and to all of the items referred to in the definition of “Trust Fund”, including without limitation (i) all rights and remedies of the Depositor under each Trust Loan Purchase Agreement (other than Sections 7(f), 7(h) and 7(i) thereof), (ii) all right, title and interest of the Depositor in, to and under the Reserve Accounts, (iii) all right, title and interest of the Depositor in and to the Trust Mortgage Loan as of the Closing Date, (iv) all right, title and interest of the Depositor in, to and under the Co-Lender Agreement and (v) all other assets included or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC. Such sale, transfer and assignment include any related escrow accounts and any security interest under the Trust Loan (whether in real or personal property and whether tangible or intangible) and all related rights to payments made or required to be made to the Depositor by the Borrower Related Parties or any other party under the Mortgage Loan Documents relating to the Trust Loan. Such sale, transfer and assignment further include all of the Depositor’s right, title and interest in and to the Mortgage Loan Documents, to the extent evidencing, securing, guarantying or otherwise relating to the Trust Loan. It is expressly agreed and understood that, notwithstanding the assignment of the Mortgage Loan Documents pursuant to the immediately preceding paragraph, it is expressly intended that the Loan Sellers will retain the rights under, and receive the benefit of, any securitization cooperation and indemnification provisions in the Mortgage Loan Documents (and such rights and benefits shall not constitute part of the Trust) including, without limitation, Sections 9.1 and 9.2 of the Mortgage Loan Agreement.

Creation and Declaration of Trust; Conveyance of the Trust Loan. (a) The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, delivers, sets over, and otherwise conveys or causes to be conveyed in trust to the Trustee for the benefit of Trust Interest OwnersCertificateholders, without recourse (except to the extent otherwise provided herein and in the Mortgage Loan Documents), the Depositor’s right, title and interest, whether now owned or hereafter acquired, now existing or hereafter arising, wherever located, in and to all of the items referred to in the definition of “Trust Fund”, including without limitation (i) all rights and remedies of the Depositor under each the Trust Loan Purchase Agreement (other than Sections 7(f), 7(h) and 7(i) thereof), (ii) all right, title and interest of the Depositor in, to and under the Reserve Accounts, (iii) all right, title and interest of the Depositor in and to the Trust Loan as of the Closing Date, (iv) all right, title and interest of the Depositor in, to and under the Co-Lender Agreement and (v) all other assets included or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC. Such sale, transfer and assignment include any related escrow accounts and any security interest under the Trust Loan (whether in real or personal property and whether tangible or intangible) and all related rights to payments made or required to be made to the Depositor by the Borrower Related Parties or any other party under the Mortgage Loan Documents relating to the Trust Loan. Such sale, transfer and assignment further include all of the Depositor’s right, title and interest in and to the Mortgage Loan Documents, to the extent evidencing, securing, guarantying or otherwise relating to the Trust Loan. It is expressly agreed and understood that, notwithstanding the assignment of the Mortgage Loan Documents pursuant to the immediately preceding paragraph, it is expressly intended that the Loan Sellers Seller will retain the rights under, and receive the benefit of, any securitization cooperation and indemnification provisions in the Mortgage Loan Documents (and such rights and benefits shall not constitute part of the Trust) including, without limitation, Sections 9.1 and 9.2 Section 9.3 of the Mortgage Loan Agreement.

Creation and Declaration of Trust; Conveyance of the Trust Loan. (a) The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, delivers, sets over, and otherwise conveys or causes to be conveyed in trust to the Trustee (on behalf of the Lower-Tier REMIC) for the benefit of Trust Interest Ownersthe Upper-Tier REMIC and the Certificateholders, without recourse (except to the extent otherwise provided herein and in the Mortgage Loan Documents), the Depositor’s right, title and interest, whether now owned or hereafter acquired, now existing or hereafter arising, wherever located, in and to all of the items referred to in the definition of “Trust Fund”, including without limitation (i) all rights and remedies of the Depositor under each Trust the Loan Purchase Agreement (other than Sections 7(f), 7(h) and 7(i) thereof)Agreement, (ii) all right, title and interest of the Depositor in, to and under the Reserve Accounts, (iii) all right, title and interest of the Depositor in and to the Trust Loan as of the Closing Date, Date and (iv) all right, title and interest of the Depositor in, to and under the Co-Lender Agreement and (v) all other assets included or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC. Such transfer and assignment includes all payments of interest on the Trust Loan due and payable after the Cut-off Date and all principal payments received after 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 all recoveries and payments of principal and interest collected on or before the Cut-off Date (only in respect of principal and interest on the Trust Loan due on or before the Cut-off Date and principal prepayments thereon), shall belong to, and shall be promptly remitted to, the Loan Seller. Such sale, transfer and assignment include any related escrow accounts and any security interest under the Trust Loan (whether in real or personal property and whether tangible or intangible) and all related rights to payments made or required to be made to the Depositor by the Borrower Related Parties or any other party under the Mortgage Loan Documents relating to the Trust Whole Loan. Such sale, transfer and assignment further include all of the Depositor’s right, title and interest in and to the Mortgage Loan Documents, to the extent evidencing, securing, guarantying or otherwise Documents relating to the Trust Loan. It is expressly agreed and understood that, notwithstanding the assignment of the Mortgage Loan Documents pursuant to the immediately preceding paragraph, it is expressly intended that the Loan Sellers will retain the rights under, and receive the benefit of, any securitization cooperation and indemnification provisions in the Mortgage Loan Documents (and such rights and benefits shall not constitute part of the Trust) including, without limitation, Sections 9.1 and 9.2 of the Mortgage Loan Agreement.

Creation and Declaration of Trust; Conveyance of the Trust Loan. (a) The Depositor, concurrently with the execution and delivery hereof, hereby establishes a trust to be designated as Citigroup Commercial Mortgage Trust 2013-375P, appoints the Trustee to serve as trustee of such trust and sells, transfers, assigns, delivers, sets over, and otherwise conveys or causes to be conveyed in trust to the Trustee (on behalf of the Lower-Tier REMIC) for the benefit of Trust Interest Ownersthe Upper-Tier REMIC and the Certificateholders, without recourse (except to the extent otherwise provided herein and in the Mortgage Loan Documents), the Depositor’s right, title and interest, whether now owned or hereafter acquired, now existing or hereafter arising, wherever located, in and to all of the items referred to in the definition of “Trust Fund”, including without limitation (i) all rights and remedies of the Depositor under each Trust Loan Purchase Agreement (other than Sections 7(f), 7(h7(e) and 7(i7(g) thereof), (ii) all right, title and interest of the Depositor in, to and under the Reserve Accounts, the Restricted Account and the Cash Management Account, (iii) all right, title and interest of the Depositor in and to the Trust Loan as of the Closing Date, (iv) all right, title and interest of the Depositor in, to and under the Co-Lender Agreement and (v) all other assets included or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC. Such sale, transfer and assignment include any related escrow accounts and any security interest under the Trust Loan (whether in real or personal property and whether tangible or intangible) and all related rights to payments made or required to be made to the Depositor by the Borrower Related Parties or any other party under the Mortgage Loan Documents relating to the Trust Loan. Such sale, transfer and assignment further include all of the Depositor’s right, title and interest in and to the Mortgage Loan Documents, to the extent evidencing, securing, guarantying or otherwise Documents relating to the Trust Loan. It is expressly agreed and understood that, notwithstanding the assignment of the Mortgage Loan Documents pursuant to the immediately preceding paragraph, it is expressly intended that the Loan Sellers will retain the rights under, and receive the benefit of, any securitization cooperation and indemnification provisions in the Mortgage Loan Documents (and such rights and benefits shall not constitute part of the Trust) including, without limitation, Sections 9.1 and 9.2 of the Mortgage Loan Agreement.

Creation and Declaration of Trust; Conveyance of the Trust Loan. (a) The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, delivers, sets over, and otherwise conveys or causes to be conveyed in trust to the Trustee for the benefit of Trust Interest OwnersCertificateholders, without recourse (except to the extent otherwise provided herein and in the Mortgage Loan Documents), the Depositor’s right, title and interest, whether now owned or hereafter acquired, now existing or hereafter arising, wherever located, in and to all of the items referred to in the definition of “Trust Fund”, including without limitation (i) all rights and remedies of the Depositor under each the Trust Loan Purchase Agreement (other than Sections 7(f), 7(h) and 7(i) thereof), (ii) all right, title and interest of the Depositor in, to and under the Reserve Accounts, (iii) all right, title and interest of the Depositor in and to the Trust Loan as of the Closing Date, (iv) all right, title and interest of the Depositor in, to and under the Co-Lender Agreement and (v) all other assets included or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC. Such sale, transfer and assignment include any related escrow accounts and any security interest under the Trust Loan (whether in real or personal property and whether tangible or intangible) and all related rights to payments made or required to be made to the Depositor by the Borrower Related Parties or any other party under the Mortgage Loan Documents relating to the Trust Loan. Such sale, transfer and assignment further include all of the Depositor’s right, title and interest in and to the Mortgage Loan Documents, to the extent evidencing, securing, guarantying or otherwise relating to the Trust Loan. It is expressly agreed and understood that, notwithstanding the assignment of the Mortgage Loan Documents pursuant to the immediately preceding paragraph, it is expressly intended that the Loan Sellers Seller will retain the rights under, and receive the benefit of, any securitization cooperation and indemnification provisions in the Mortgage Loan Documents (and such rights and benefits shall not constitute part of the Trust) including, without limitation, Sections 9.1 11.1 and 9.2 11.2 of the Mortgage Loan Agreement.