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...
MASTER SELLER. CMTG DB FINANCE LLC, a Delaware limited liability company, organized in a series By: Name: Title:
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...
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
