MASTER SELLER Sample Clauses

MASTER SELLER. CMTG DB FINANCE LLC, a Delaware limited liability company, organized in a series By: /s/ J. Xxxxxxx XxXxxxxx Name: J. Xxxxxxx XxXxxxxx Title: Authorized Signatory [Signatures Continue on Following Page] Master Repurchase Agreement Signature Page BUYER: DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director Master Repurchase Agreement Signature Page Confidential ANNEXES, EXHIBITS AND SCHEDULES ANNEX I Names and Addresses for Communications between Parties EXHIBIT I Form of Confirmation EXHIBIT II Authorized Representatives of Seller EXHIBIT III [reserved] EXHIBIT IV Form of Custodial Delivery EXHIBIT V Form of Power of Attorney EXHIBIT VI Representations and Warranties Regarding Individual Purchased Loans EXHIBIT VII Organizational Chart EXHIBIT VIII Transaction Procedures EXHIBIT IX Form of Servicer Notice and Agreement EXHIBIT X Form of Joinder Agreement EXHIBIT XI U.S. Tax Compliance Certificates ANNEX I Names and Addresses for Communications Between Parties Buyer: Deutsche Bank AG, Cayman Islands Branch 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxx Xxxx Telephone: [***] Telecopy: [***] Email: [***] With copies to: Deutsche Bank AG, Cayman Islands Branch 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: General Counsel and Deutsche Bank AG, Cayman Islands Branch 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx X. Xxxxxxxxx Xx. Telephone: [***] Telecopy: [***] Email: [***] and Cadwalader, Xxxxxxxxxx & Xxxx LLP One World Financial Center 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Y. Xxxxxxx Xxxxxxx, Esq. Telephone: [***] Email: [***] Seller: CMTG DB FINANCE LLC c/o Mack Real Estate Credit Strategies 00 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx XxXxxxxx Telephone: [***] Email: [***] With copies to: Sidley Austin LLP 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxxx Email: [***] Telephone: [***] Telecopy: [***] EXHIBIT I CONFIRMATION STATEMENT DEUTSCHE BANK AG, Cayman Islands Branch Ladies and Gentlemen: Deutsche Bank AG, Cayman Islands Branch, is pleased to deliver our written CONFIRMATION of our agreement to enter into the Transaction pursuant to which Deutsche Bank AG, Cayman Islands Branch shall purchase from you the Purchased Loans identified on Schedule 1 attached hereto, pursuant to the terms of that certain Master Repurchase Agreement, dated as of June 26, 2...
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MASTER SELLER. CMTG DB FINANCE LLC, a Delaware limited liability company, organized in a series By: Name: Title: SERIES SELLER: [ ] – SERIES [ ], a series of CMTG DB FINANCE LLC, a Delaware limited liability company By: Name: Title: SCHEDULE 1 TO CONFIRMATION (PURCHASED LOAN) SCHEDULE 2 TO CONFIRMATION (REPRESENTATIONS AND WARRANTIES) [** Exhibit VI to Master Repurchase Agreement then in effect to be attached.**] SCHEDULE 3 TO CONFIRMATION (EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES) EXHIBIT II AUTHORIZED REPRESENTATIVES OF SELLER Name Specimen Signature X.X. Xxxxxx /s/ X.X. Xxxxxx J. Xxxxxxx XxXxxxxx /s/ J. Xxxxxxx XxXxxxxx Xxxxx Xxxxxxxx /s/ Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxx /s/ Xxxxxx Xxxxxxxxx Xxxxxxx Xxxx /s/ Xxxxxxx Xxxx EXHIBIT III [reserved] EXHIBIT IV FORM OF CUSTODIAL DELIVERY On this day of , 20 , CMTG DB Finance LLC (“Master Seller”), as Master Seller under that certain Master Repurchase Agreement (as amended, modified and/or restated, the “Repurchase Agreement”), dated as of June 26, 2019, between and among Deutsche Bank AG, Cayman Islands Branch (“Buyer”), Master Seller and [ ] (“Series Seller”), does hereby deliver to Xxxxx Fargo Bank, National Association (“Custodian”), as custodian under that certain Custodial Agreement, dated as of June 26, 2019 (as amended, modified and/or restated, the “Custodial Agreement”), between and among Buyer, Custodian and Master Seller, the Purchased Loan Files with respect to the Purchased Loans to be purchased by Buyer pursuant to the Repurchase Agreement, which Purchased Loans are listed on the Purchased Loan Schedule attached hereto and which Purchased Loans shall be subject to the terms of the Custodial Agreement on the date hereof. With respect to the Purchased Loan Files delivered hereby, for the purposes of issuing the Trust Receipt, Custodian shall review the Purchased Loan Files to ascertain delivery of the documents listed in 2.01(a) to the Custodial Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Custodial Agreement.
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MASTER SELLER. DB LOAN NT-II, LLC By: DB Loan Member NT-II, LLC, its sole member By: NorthStar Real Estate Income Operating Partnership II, LP, its sole member By: NorthStar Real Estate Income II, Inc., its general partner By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President, General Counsel & Secretary Buyer: DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxxxx Xxxxxxxx Name: Xxxxxxxxx Xxxxxxxx Title: Director
Sample 1
MASTER SELLER. [DB LOAN NT-II, LLC/ CLNC CREDIT 5, LLC] By: Name: Title: SERIES SELLER: [DB LOAN NT-II, LLC/ CLNC CREDIT 5, LLC] - SERIES] - [ ], a series of [DB LOAN NT-II, LLC/ CLNC CREDIT 5, LLC], a Delaware limited liability company By: Name: Title: EXHIBIT V FORM OF POWER OF ATTORNEY “Know All Men by These Presents, that DB LOAN NT-II, LLC and CLNC CREDIT 5, LLC, each a Delaware limited liability company organized in series (individually and/or collectively as the context may require, “Master Seller”), on behalf of itself and each Series Seller (as defined in the Repurchase Agreement (hereinafter defined)) (Master Seller together with each Series Seller which may hereafter be a party to the Repurchase Agreement, collectively, “Seller”) does hereby appoint Deutsche Bank AG, Cayman Islands Branch (“Buyer”), its attorney-in-fact, during the continuance of an Event of Default, to act in Seller’s name, place and stead in any way which Seller could do with respect to (i) the completion of the endorsements of the Mortgage Notes and the Assignments of Mortgages, (ii) the recordation of the Assignments of Mortgages and (iii) the enforcement of Seller’s rights under the Purchased Loans purchased by Buyer pursuant to that certain Master Repurchase Agreement, dated as of October 23, 2018 (as amended, modified and/or restated, the “Repurchase Agreement”), between Buyer and Master Seller, and to take such other steps as may be necessary or desirable to enforce Buyer’s rights against such Purchased Loans, the related Purchased Loan Files and the Servicing Records to the extent that Seller is permitted by law to act through an agent; provided, however, that, in the case of a Transaction Event of Default, such appointment shall be limited to actions to be taken only with respect to the applicable Series Seller and the applicable Purchased Loan which is the subject of such Transaction Event of Default. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Repurchase Agreement. TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OR SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER’S ASSIGNS, HEREBY AGREES TO INDEMNI...
Sample 1

Related to MASTER SELLER

  • The Seller Subsection 14.01 Additional Indemnification by the Seller; Third Party Claims........................................... Subsection 14.02 Merger or Consolidation of the Seller..................

  • Seller First Horizon Home Loan Corporation, a Kansas corporation, and its successors and assigns, in its capacity as seller of the Mortgage Loans.

  • The Purchaser (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

  • Purchaser The Placement Agent has made such reasonable inquiry as is necessary to determine that the Purchaser is acquiring the Capital Securities for its own account, that the Purchaser does not intend to distribute the Capital Securities in contravention of the Securities Act or any other applicable securities laws, and that the Purchaser is not a "U.S. person" as that term is defined under Rule 902 of the Securities Act.

  • Buyer APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: President

  • THE SELLER AND THE MASTER SERVICER Section 6.01 Liability of the Seller and the Master Servicer............... Section 6.02 Merger or Consolidation of the Seller or the Master Servicer.....................................................

  • SELLER     PURCHASER The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding LLC The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC Lender Code: 833 253 By: (Signature of Authorized Signatory for Purchaser) By: (Signature of Authorized Signatory for Seller) Name: Name: Title: Title: Date of Purchase: Purchase Agreement (TOWN CENTER FUNDING) Attachment D ADDITIONAL XXXX OF SALE DATED [ ], 2008 The undersigned (“Town Center Funding”) and The Bank of New York Trust Company, N.A., as Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding under the Town Center Funding Interim Eligible Lender Trust Agreement, dated as of April 30, 2008 (the “Town Center Funding Eligible Lender Trustee”), for value received and pursuant to the terms and conditions of Additional Purchase Agreement Number [ ] (the “Purchase Agreement”) among SLM Funding LLC (“Funding”), and The Bank of New York Trust Company, N.A. as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of April 30, 2008 between Funding and the Interim Eligible Lender Trustee, do hereby sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all right, title and interest of Town Center Funding, including the insurance interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), that the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase. The portfolio of Additional Loans accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual accounts are listed on the Schedule A attached hereto. Town Center Funding hereby makes the representations and warranties set forth in Section 5 of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Additional Purchase Agreement related hereto. Each of Town Center Funding and the Town Center Funding Eligible Lender Trustee, authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the applicable Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the portfolio of Additional Loans accepted for purchase, on the Purchase Date. LISTING OF LOANS ON FOLLOWING PAGE Purchase Agreement Town Center Funding CERTAIN OTHER LOAN CRITERIA • Not in claims status, not previously rejected • Not in litigation • Last disbursement was on or before the related Subsequent Cutoff Date • Loan is not swap-pending * Based upon Town Center Funding’s estimated calculations, which may be adjusted upward or downward based upon Funding’s reconciliation. ** Includes interest to be capitalized. Purchase Agreement Town Center Funding Guarantor(s): [TO BE PROVIDED] [SLM TO PROVIDE] Purchase Agreement Town Center Funding IN WITNESS WHEREOF, the parties hereto have caused this Additional Xxxx of Sale to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written. SELLER PURCHASER The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding LLC The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC Lender Code: 833 253 By: (Signature of Authorized Signatory for Purchaser) By: (Signature of Authorized Officer) Name: Name: Title: Title: Date of Purchase: Purchase Agreement Town Center Funding Annex I LOAN TRANSMITTAL SUMMARY FORM Additional Loans Principal Balance as of the related Subsequent Cutoff Date Purchase Price

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

  • The Transferor 5.1 warrants to the Transferee that it has full power to enter into this Transfer Certificate and has taken all corporate action necessary to authorise it to do so;

  • Delaware Trust Assets Purchaser The Delaware Trust Assets Purchaser shall be the Servicer engaged to perform and discharge the Serviced Duties in respect of each Appointment of Xxxxx Trust Company that continues to be treated as a Restricted Appointment.