Cadwalader, Wickersham & Taft Sample Contracts

Contract (May 5th, 2020)

EX-10.23.5 2 exhibit10235mrawellsfa.htm EXHIBIT 10.23.5 Exhibit 10.23.5 EXECUTION VERSION AMENDMENT NO. 5 TO MASTER REPURCHASE AND SECURITIES CONTRACT AMENDMENT NO. 5 TO MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of May 10, 2019 (this “Amendment”), between and among ISSUED HOLDINGS CAPITAL CORPORATION, a Virginia corporation (the “Seller”), WELLS FARGO BANK, N.A., a national banking association, as buyer (in such capacity, the “Buyer”) and DYNEX CAPITAL, INC., a Virginia corporation having its principal place of business at 4991 Lake Brook Drive, Suite 100, Glen Allen, VA 23060 (“Guarantor”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement. RECITALS WHEREAS, Seller and Buyer are parties to that certain Master Repurchase and Securities Contract, dated as of August 6, 2012 (as amended by that certain Amendment No. 1 to Master Repurchase and Securities Contract, dated as of October 1, 2013, as further amend

ISDA AUGUST 2012 DF TERMS AGREEMENT (May 5th, 2020)

wish to apply certain provisions of the ISDA August 2012 DF Supplement published on August [13], 2012 by the International Swaps and Derivatives Association, Inc. (the “DF Supplement”) to their trading relationship in respect of Swaps (as defined in the DF Supplement) that are not otherwise governed by such provisions and that are between the parties hereto and/or third parties for whom they execute such Swaps, as further described below.

Contract (May 5th, 2020)

Exhibit 10.23.6 EXECUTION VERSION AMENDMENT NO. 6 TO MASTER REPURCHASE AND SECURITIES CONTRACT AMENDMENT NO. 6 TO MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of June 11, 2019 (this “Amendment”), between and among ISSUED HOLDINGS CAPITAL CORPORATION, a Virginia corporation (the “Seller”), WELLS FARGO BANK, N.A., a national banking association, as buyer (in such capacity, the “Buyer”) and DYNEX CAPITAL, INC., a Virginia corporation having its principal place of business at 4991 Lake Brook Drive, Suite 100, Glen Allen, VA 23060 (“Guarantor”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement. RECITALS WHEREAS, Seller and Buyer are parties to that certain Master Repurchase and Securities Contract, dated as of August 6, 2012 (as amended by that certain Amendment No. 1 to Master Repurchase and Securities Contract, dated as of October 1, 2013, as further amended by that certain Amendment No. 2 to Master Repurchase

Coty Inc.Cadwalader, Wickersham & Taft LLP One World Financial Center, New York, NY 10281 Tel +1 212 504 6000 Fax +1 212 504 6666 www.cadwalader.com New York London Charlotte Washington Houston Beijing Hong Kong Brussels (September 1st, 2016)

You have asked us for our opinion regarding certain U.S. federal income tax matters in connection with the Galleria Transfer, the Distribution, the Merger and related transactions, as described in the Transaction Agreement, dated as of July 8, 2015 and as amended through the date hereof (the “Transaction Agreement”), among The Procter & Gamble Company, an Ohio corporation (“Parent”), Galleria Co., a Delaware corporation (“SplitCo”), Coty Inc., a Delaware corporation (“Acquiror”), and Green Acquisition Sub Inc., a Delaware corporation and wholly-owned subsidiary of Acquiror (“Merger Sub”) (any capitalized terms used but not defined herein have the meaning ascribed to them in the Transaction Agreement).

ISDA [AUGUST] 2012 DF TERMS AGREEMENT (July 30th, 2012)

wish to apply certain provisions of the ISDA [August] 2012 DF Supplement published on [August] [ ], 2012 by the International Swaps and Derivatives Association, Inc. (the “DF Supplement”) to their trading relationship in respect of Swaps (as defined in the DF Supplement) that are not otherwise governed by such provisions and that are between the parties hereto and/or third parties for whom they execute such Swaps, as further described below.

Resource Real Estate Opportunity REIT, Inc.DEERFIELD LUXURY TOWNHOMES, LLC, as Mortgagor to DEUTSCHE BANC MORTGAGE CAPITAL, L.L.C., as Mortgagee MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING Date: March 30, 2007 (April 16th, 2012)

THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, AND FIXTURE FILING (this “Mortgage”) is dated as of March 30, 2007 and is given by DEERFIELD LUXURY TOWNHOMES, LLC, a Delaware limited liability company whose address is 25 Philips Parkway, Montvale, New Jersey 07645 ( “Mortgagor”), to DEUTSCHE BANC MORTGAGE CAPITAL, L.L.C., a Delaware limited liability company, as beneficiary, and its successors and/or assigns (“Mortgagee”), whose mailing address is 60 Wall Street, 10th Floor, New York, New York 10005.

Resource Real Estate Opportunity REIT, Inc.ING US STUDENTS NO.14 LLC, as mortgagor (Borrower) to MORGAN STANLEY MORTGAGE CAPITAL INC., as mortgagee (Lender) MORTGAGE AND SECURITY AGREEMENT Dated: June 28, 2006 Location: Hillsborough County, Florida PREPARED BY AND UPON RECORDATION RETURN TO: ... (January 20th, 2012)

THIS MORTGAGE AND SECURITY AGREEMENT (the “Security Instrument”) is made as of the 28th day of June, 2006, by ING US STUDENTS NO. 14 LLC, a Delaware limited liability company, having its principal place of business at c/o ING Real Estate Investment Management, Level 6, 345 George Street, Sydney NSW 2000, Australia, as mortgagor (“Borrower”) to MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation, having an address at 1221 Avenue of the Americas, New York, New York 10020, as mortgagee (“Lender”).

Repos of Loans - Now Possible (October 12th, 2011)
Industrial Income Trust Inc.DEED OF TRUST AND ABSOLUTE ASSIGNMENT OF RENTS AND LEASES AND SECURITY AGREEMENT (AND FIXTURE FILING) (February 25th, 2011)

THIS DEED OF TRUST AND ABSOLUTE ASSIGNMENT OF RENTS AND LEASES AND SECURITY AGREEMENT (AND FIXTURE FILING) (this “Deed of Trust”), dated as of December 29, 2010 is made by IIT INLAND EMPIRE – 3700 INDIAN AVENUE LP, a Delaware limited partnership (“Trustor”), with a mailing address at c/o Industrial Income Operating Partnership LP, 518 17th Street, Suite 1700, Denver, Colorado 80202, Attention: Lainie Minnick and General Counsel to CHICAGO TITLE COMPANY, a California corporation (“Trustee”), with a mailing address at 700 S. Flower Street, Suite 800, Los Angeles, California 90017 for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, with a mailing address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, MAC A0227-020, Oakland, California 94612 (“Beneficiary”).

Flag Luxury Riv LLCHIGH DESERT GAMING, LLC 900 N. Michigan Ave., Suite 1900 Chicago, IL 60611 (April 17th, 2007)
Ge Commercial Mortgage CorpB-1 (January 30th, 2006)
Westerman William LOPTION Section 3.01 Grant of Option. Effective upon the issuance of the Board Approvals (as defined below), the Trust hereby grants to each Buyer an irrevocable option (the "Option") to purchase any or all of the number of Shares set forth opposite such ... (December 27th, 2005)
Immtech International IncEXHIBIT 10.1 THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ... (December 14th, 2005)
Comm 2004-Lnb4Contract (March 31st, 2005)

GEMSA Loan Services, L.P. A Joint Venture of GE Capital Real Estate and L.J. Melody & Company, a CB Richard Ellis Company March 9, 2005 VIA FEDERAL EXPRESS Wells Fargo Bank, N.A., as Trustee Wells Fargo Center Sixth Street & Marquette Ave. Minneapolis, MN 55479-0123 Attn: Corporate Trust Services (CMBS) - GECMC 2004-C3 Deutsche Bank Securities, Inc. 60 Wall Street New York, New York 10005 Citigroup Global Markets Inc. 388 Greenwich Street, 11 th Floor New York, New York 10013 J.P. Morgan Securities Inc. One Chase Manhattan Plaza New York, New York 10081 CBA -Mezzaine Capital Finance, LLC 51 JFK Parkway, 4 th Floor East Short Hills, NY 07078 Attn: Martin T. Lanigan, President and CEO Fax: (973) 467-9696 With a copy to: Winston & Strawn, LLP 200 Park Avenue New York, NY 10166 Attn: Tracey A. Leitnian Fax: (212) 294-4700 GE Commercial Mortgage Corporation, C/O: General Electric Capital Corporation 125 Park Ave., 10 th Floor NewYork, NY 10017 Attn:

Powerhouse Technologies Group Inc100 Maiden Lane, New York, NY 10038 Tel 212 504 6000 Fax 212 504 6666 www.cadwalader.com (August 13th, 2004)
Taubman Centers IncASSIGNMENT OF LEASES AND RENTS (May 6th, 2004)

THIS ASSIGNMENT OF LEASES AND RENTS (this “Assignment”) made as of January 15, 2004, by LA CIENEGA ASSOCIATES, a California general partnership, as assignor, having its principal place of business at c/o The Taubman Company, 200 East Long Lake Road, Bloomfield Hills, Michigan 48304 (“Borrower”) to COLUMN FINANCIAL, INC., a Delaware corporation, as assignee, having an address at 11 Madison Avenue, New York, New York 10010 (Lender”).

Taubman Centers IncSpace Above This Line For Recorder’s Use LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, FIXTURE FILING AND SECURITY AGREEMENT Dated as of January 15, 2004 from LA CIENEGA ASSOCIATES (“Borrower”) to COMMONWEALTH LAND TITLE COMPANY (“Trustee”) ... (May 6th, 2004)

THIS INSTRUMENT IS ALSO TO BE INDEXED IN THE INDEX OF FINANCING STATEMENTS AS A FIXTURE FILING IN ACCORDANCE WITH THE UNIFORM COMMERCIAL CODE AND CROSS-INDEXED IN THE REAL ESTATE SECURITY INSTRUMENT RECORDS. THE NAMES OF THE BORROWER AND THE LENDER, MAILING ADDRESS OF LENDER FROM WHICH INFORMATION CONCERNING THE SECURITY INTERESTS MAY BE OBTAINED, THE MAILING ADDRESS OF THE BORROWER, A STATEMENT INDICATING THE TYPES, OR DESCRIBING THE ITEMS, OF COLLATERAL, THE DESCRIPTION OF REAL ESTATE CONCERNED, AND THE NAME OF THE RECORD OWNER OF THE REAL ESTATE, IF OTHER THAN THE BORROWER, ARE SET FORTH IN, OR BY REFERENCE IN, EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF.

Immtech International IncEXHIBIT 10.1 THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ... (January 21st, 2004)
Netia Holdings Sa27th June, 2002 Dear Sirs, AMENDMENT TO EXCHANGE AGREEMENT DATED AS OF JUNE 14TH, 2002 AND MADE BETWEEN, AMONGST OTHERS, NETIA HOLDINGS S.A., NETIA TELEKOM S.A., NETIA SOUTH, SP. Z.O.O., NETIA HOLDINGS B.V., NETIA HOLDINGS II B.V., NETIA HOLDINGS III ... (June 27th, 2003)
Immtech International IncEXHIBIT 10.1 THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ... (June 10th, 2003)
Morgan Stanley Charter Welton LpAMENDED AND RESTATED ESCROW AGREEMENT August 31, 2002 JPMorgan Chase Bank 450 W. 33rd Street, 15th Floor New York, New York 10001 Attn: Mr. Paul Gilkeson Re: Morgan Stanley Charter Series Escrow Account Gentlemen: In accordance with arrangements made by ... (March 27th, 2003)
Immtech International IncExhibit 10.1 THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ... (September 25th, 2002)
Trailer Bridge IncRECITALS (August 12th, 2002)
Immtech International IncExhibit 10.1 THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROMULGATED UNDER SECTION 4(2) OF THE SECURITIES ACT OF ... (February 14th, 2002)
Edison Schools Inc1 EXHIBIT 10.12 THE EDISON PROJECT INC. AMENDED WARRANT PURCHASE AGREEMENT THIS AMENDED WARRANT PURCHASE AGREEMENT (the "Agreement") is made as of June 1, 1998, by and between THE EDISON PROJECT INC., a Delaware corporation (the "Company") and THE D2F2 ... (September 10th, 1999)
Ascent Entertainment Group IncEXHIBIT 10.16 THIS INSTRUMENT PREPARED BY AND AFTER RECORDING RETURN TO: Cadwalader, Wickersham & Taft 100 Maiden Lane New York, New York 10038 Attention: Linda Grant Williams, Esq SALE AND SERVICING AGREEMENT Dated as of July 29, 1998 (March 29th, 1999)
Winston Hotels IncWINSTON SPE LLC (Borrower) to CMF CAPITAL COMPANY, LLC (Lender) LOAN AGREEMENT Dated: As of November 3, 1998 DOCUMENT PREPARED BY: Cadwalader, Wickersham & Taft 100 Maiden Lane New York, New York 10038 Attention: Stephen Hauck, Esq. (November 16th, 1998)
Overseas Partners LTDWITNESSETH: (March 31st, 1998)
First Union Student Loan Trust 1997-11 EXHIBIT 8.2 [LETTERHEAD OF PEPPER, HAMILTON & SCHEETZ LLP] July 18, 1997 First Union Student Loan Trust 1997-1 c/o The First National Bank of Chicago One First National Plaza, Suite 0126 Chicago, Illinois 60670 Re: First Union Student Loan Trust 1997-1 ... (July 18th, 1997)
Asset Securitization Corp Comm Mort Pass THR Cer Ser 1997-D4Execution Copy MORTGAGE LOAN CONTRIBUTION, PURCHASE AND SALE AGREEMENT This Mortgage Loan Contribution, Purchase and Sale Agreement (the "Agreement") dated as of March 27, 1997, is between Asset Securitization Corporation, a Delaware corporation (the ... (April 11th, 1997)
Asset Securitization Corp Comm Mor Pass THR Cer 1996-Md ViMORTGAGE LOAN PURCHASE AND SALE AGREEMENT This Mortgage Loan Purchase and Sale Agreement (this "Agreement") dated as of December 17, 1996 (the "Cut-off Date") is between Asset Securitization Corporation, a Delaware corporation (the "Company"), and Nomura ... (January 6th, 1997)
Asset Securitization Corp Comm Mort Pass THR Cert 1996-D3MORTGAGE LOAN PURCHASE AND SALE AGREEMENT This Mortgage Loan Purchase and Sale Agreement (the "Agreement") dated as of October 22, 1996, is between Asset Securitization Corporation, a Delaware corporation (the "Company"), and Nomura Asset Capital ... (November 7th, 1996)