Common use of Seller/Originator Clause in Contracts

Seller/Originator. Seller Ember VRM S.à x.x. is a private limited liability company (société à responsabilité limitée), incorporated under the laws of the Grand Duchy of Luxembourg on 12 April 2013. The corporate seat of the Seller is in Luxembourg, Luxembourg. The registered office of the Seller is at 00-00 Xxxxx-Xxx, X-0000 Xxxxxxxxxx. The Seller is registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B176.837. The objectives of the Seller are, inter alia, (a) the investment in, acquisition and disposal of, grant or issuance of preferred equity certificates, loans, bonds, notes, debentures and other debt instruments, shares, warrants and other equity instruments or rights, including without limitation, shares of capital stock, limited partnership interest, limited liability company interest, preferred stock, securities and swaps, and any combination of the foregoing, in each case whether readily marketable or not, as well as obligations in any type of company, entity or other legal person, (b) the funding in real estate, intellectual property rights or any other movable or immovable asset in any form or of any kind, (c) the granting of pledges, guarantees, liens, mortgages and any other form or security as well as any form of indemnity, to Luxembourg or foreign entities, in respect of its own obligations and debts and (d) the entering in commercial, industrial or financial transactions as it deems necessary, advisable, convenient, incidental to, or not inconsistent with, the accomplishment and development of its corporate purpose. The directors of the Seller are Mr. Xxxxxxxx Xxxxxx, Xx. Xxxxxx Xxxxxx, and Xx Xxxxxx Xxxxxx. Upon incorporation on 12 April 2013, the Seller had a fixed share capital of EUR 12,500 (twelve thousand five hundred) represented by 12,500 (twelve thousand five hundred) shares, with a nominal value of EUR 1 (one euro) each, all fully subscribed and entirely paid up. On 12 December 2013, the share capital of the Seller was increased by EUR 1,000 (one thousand) represented by 1,000 (one thousand) shares, with a nominal value of EUR 1 (one euro) each, to a fixed share capital of EUR 13,500 (thirteen thousand five hundred) represented by 13,500 (thirteen thousand five hundred) shares, with a nominal value of EUR 1 (one euro) each. The entire issued share capital of the Seller is held by VSK Holdings Limited. VSK Holdings Limited has been established by its shareholders to invest asset-backed loan portfolios and is advised by Venn Partners LLP. Venn Partners LLP is an investment manager of asset-backed loans, including Dutch residential mortgages and commercial real estate debt within the UK and various EU countries. In 2014 it was selected by the UK Department for Communities and Local Government to build and manage a government guaranteed lending scheme for private rental housing in the UK. Venn Partners LLP is regulated by the UK FCA as an adviser, arranger and AIFM. Originator Venn Hypotheken B.V. is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under Dutch law 23 February 2015. The registered office of Venn Hypotheken is at Claudius Xxxxxxxxxxx 000, 0000 XX xx Xxxxx, xxx Xxxxxxxxxxx. Venn Hypotheken is registered with the Commercial Register of the Chamber of Commerce under number 62715550. Venn Hypotheken has an authorised share capital of EUR 5,000 of which EUR 5,000 is issued and paid up. The significant majority of shares in the capital of Venn Hypotheken are held by Venn Partners Services Ltd, a wholly owned subsidiary of Venn Partners LLP. The activities of Venn Hypotheken consist of granting mortgage loans. Pursuant to article 2:60 of the Wft, on December 31, 2015 Venn Hypotheken has obtained a license from the Autoriteit Financiële Markten ("AFM") to grant credit to consumers in the Netherlands. Venn Hypotheken is involved in any and all business activities typically covered in a Dutch mortgage lending business, such as product development and management, marketing, distribution and sales, loan underwriting, customer care, loan administration, funding and risk management. Venn Hypotheken has six (6) employees, including the directors. The directors are Xxxx X.X. xx Xxxx and Xxxxx

Seller/Originator. Seller Ember VRM S.à x.x. is a private limited liability company (société à responsabilité limitée), incorporated under the laws of the Grand Duchy of Luxembourg on 12 April 2013. The corporate seat of the Seller is in Luxembourg, Luxembourg. The registered office of the Seller is at 00-00 Xxxxx-Xxx, X-0000 Xxxxxxxxxx. The Seller is registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B176.837. The objectives of the Seller are, inter alia, (a) the investment in, acquisition and disposal of, grant or issuance of preferred equity certificates, loans, bonds, notes, debentures and other debt instruments, shares, warrants and other equity instruments or rights, including without limitation, shares of capital stock, limited partnership interest, limited liability company interest, preferred stock, securities and swaps, and any combination of the foregoing, in each case whether readily marketable or not, as well as obligations in any type of company, entity or other legal person, (b) the funding in real estate, intellectual property rights or any other movable or immovable asset in any form or of any kind, (c) the granting of pledges, guarantees, liens, mortgages and any other form or security as well as any form of indemnity, to Luxembourg or foreign entities, in respect of its own obligations and debts and (d) the entering in commercial, industrial or financial transactions as it deems necessary, advisable, convenient, incidental to, or not inconsistent with, the accomplishment and development of its corporate purpose. The directors of the Seller are Mr. Xxxxxxxx XxxxxxMatthijs Bogers, Xx. Xxxxxx Xxxxxx, and Xx Xxxxxx Xxxxxx. Upon incorporation on 12 April 2013, the Seller had a fixed share capital of EUR 12,500 (twelve thousand five hundred) represented by 12,500 (twelve thousand five hundred) shares, with a nominal value of EUR 1 (one euro) each, all fully subscribed and entirely paid up. On 12 December 2013, the share capital of the Seller was increased by EUR 1,000 (one thousand) represented by 1,000 (one thousand) shares, with a nominal value of EUR 1 (one euro) each, to a fixed share capital of EUR 13,500 (thirteen thousand five hundred) represented by 13,500 (thirteen thousand five hundred) shares, with a nominal value of EUR 1 (one euro) each. The entire issued share capital of the Seller is held by VSK Holdings Limited. VSK Holdings Limited has been established by its shareholders to invest asset-backed loan portfolios and is advised by Venn Partners LLP. Venn Partners LLP is an investment manager of asset-backed loans, including Dutch residential mortgages and commercial real estate debt within the UK and various EU countries. In 2014 it was selected by the UK Department for Communities and Local Government to build and manage a government guaranteed lending scheme for private rental housing in the UK. Venn Partners LLP is regulated by the UK FCA as an adviser, arranger and AIFM. Originator Venn Hypotheken B.V. is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under Dutch law 23 February 2015. The registered office of Venn Hypotheken is at Claudius Xxxxxxxxxxx 000, 0000 XX xx Xxxxx, xxx Xxxxxxxxxxx. Venn Hypotheken is registered with the Commercial Register of the Chamber of Commerce under number 62715550. Venn Hypotheken has an authorised share capital of EUR 5,000 of which EUR 5,000 is issued and paid up. The significant majority of shares in the capital of Venn Hypotheken are held by Venn Partners Services Ltd, a wholly owned subsidiary of Venn Partners LLP. The activities of Venn Hypotheken consist of granting mortgage loans. Pursuant to article 2:60 of the Wft, on December 31, 2015 Venn Hypotheken has obtained a license from the Autoriteit Financiële Markten ("AFM") to grant credit to consumers in the Netherlands. Venn Hypotheken is involved in any and all business activities typically covered in a Dutch mortgage lending business, such as product development and management, marketing, distribution and sales, loan underwriting, customer care, loan administration, funding and risk management. Venn Hypotheken has six (6) employees, including the directors. The directors are Xxxx Marc X.X. xx Xxxx and Xxxxx