Agreement Sample Contracts

Equity and Debt Restructure Agreement (July 20th, 2018)

This Equity and Debt Restructure Agreement ("Agreement"), effective this 2_9_day of June, 2018, is made by and between Diego Pellicer Worldwide, Inc., a Delaware corporation, having its principal offices located at 9030 Seward Park Ave., Seattle, Washington 98118 (the "Company"), Chester Aldridge, having an address at C/O US Equity Holdings, 336 Bon Air Center #418, Greenbrae, California 94904 ("Investor Aldridge") and 0851229 BC Ltd., having an address C/O US Equity Holdings, 336 Bon Air Center #418, Greenbrae, California 94904 (the "BC Investor"), with each sometimes referred to as a "Party" and together as the "Parties".

Drive Auto Receivables Trust 2018-3 – ASSET REPRESENTATIONS REVIEW AGREEMENT DRIVE AUTO RECEIVABLES TRUST 2018-3, as Issuer and SANTANDER CONSUMER USA INC., as Sponsor and Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of July 24, 2018 (July 19th, 2018)

This ASSET REPRESENTATIONS REVIEW AGREEMENT is made and entered into as of July 24, 2018 (this Agreement), by and between Drive Auto Receivables Trust 2018-3, a Delaware statutory trust (the Issuer), Santander Consumer USA Inc., an Illinois corporation (SC, and in its capacity as sponsor, the Sponsor, and in its capacity as servicer, the Servicer), and Clayton Fixed Income Services LLC, a Delaware limited liability company (Clayton, and in its capacity as asset representations reviewer, the Asset Representations Reviewer).

Mercedes-Benz Auto Receivables Trust 2018-1 – ASSET REPRESENTATIONS REVIEW AGREEMENT Dated as of July 1, 2018 (July 19th, 2018)

This ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of July 1, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), is among MERCEDES-BENZ AUTO RECEIVABLES TRUST 2018-1, a Delaware statutory trust (the "Issuer"), MERCEDES-BENZ FINANCIAL SERVICES USA, a Delaware limited liability company, as servicer and administrator (in such capacities, the "Servicer" and the "Administrator" respectively), and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company (the "Asset Representations Reviewer").

Diamante Minerals, Inc. – Agreement (July 18th, 2018)

AGREEMENT, dated this 13th day of July, 2018, by and among iMine Corporation, a Nevada corporation ("iMine"); and GIGAIPC Co., Ltd., a company incorporated under the laws of the Republic of China ("GIGAIPC," and, together with iMine, the "Parties" and each a "Party")

Kimbell Royalty Partners, LP – Board Representation and Observation Agreement (July 18th, 2018)

This Board Representation and Observation Agreement (this Agreement) dated as of July 12, 2018, by and among Kimbell Royalty Partners, LP, a Delaware limited partnership (the Partnership), Kimbell Royalty GP, LLC, a Delaware limited liability company (the General Partner), Kimbell GP Holdings, LLC a Delaware limited liability company (Kimbell Holdings and, together with the Partnership and the General Partner, the Kimbell Entities), and AA Direct, L.P., a Delaware limited partnership, AP KRP Holdings, L.P., a Delaware limited partnership, AIE III Investments, L.P., a Delaware limited partnership, Apollo Kings Alley Credit SPV, L.P., a Delaware limited partnership, Apollo SPN Investments I (Credit), LLC, a Delaware limited liability company, Apollo Thunder Partners, L.P., a Delaware limited partnership, ATCF SPV, L.P., a Delaware limited partnership, Apollo Union Street SPV, L.P., a Delaware limited partnership, Zeus Investments, L.P., a Delaware limited partnership and Apollo Lincoln P

Wells Fargo Commercial Mortgage Trust 2018-C45 – CO-LENDER AGREEMENT Dated as of May 7, 2018 Between DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-1 Holder) and WELLS FARGO BANK, NATIONAL ASSOCIATION (Note A-2 Holder) and WELLS FARGO BANK, NATIONAL ASSOCIATION (Note A-3 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-4 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-5 Holder) and BARCLAYS BANK PLC (Note A-6-1 Holder) and BARCLAYS BANK PLC (Note A-6-2 Holder) 181 Fremont (July 17th, 2018)

THIS CO-LENDER AGREEMENT (the "Agreement"), dated as of May 7, 2018, is between DEUTSCHE BANK AG, NEW YORK BRANCH ("DBNY"), a branch of Deutsche Bank AG, a German Bank, having an address at 60 Wall Street, 10th Floor, New York, New York 10005, as the holder of Note A-1, DBNY as the holder of Note A-4, and DBNY as the holder of Note A-5, WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells"), national banking association, having an address of 375 Park Avenue, 2nd Floor J0127-023, New York, New York 10152, as the holder of Note A-2 and Note A-3) and BARCLAYS BANK PLC, a public company registered in England and Wales, having an address at 745 Seventh Avenue, New York, New York 10019 ("Barclays" and together with DBNY, the "Lender") as the holder of Note A-6-1 and Note A-6-2.

Wells Fargo Commercial Mortgage Trust 2018-C45 – AMENDED AND RESTATED AGREEMENT BETWEEN NOTE HOLDERS Dated as of July 17, 2018 by and Between WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF BANK 2018-Bnk12, COMMERCIAL MORTGAGE PASS- THROUGH CERTIFICATES, SERIES 2018-Bnk12 (Note A-1 Holder) WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF BANK 2018-Bnk12, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2018-Bnk12 (Note A-2 Holder) WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-3 Holder) WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial No (July 17th, 2018)

This AMENDED AND RESTATED AGREEMENT BETWEEN NOTE HOLDERS ("Agreement"), dated as of July 17, 2018, by and between WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF BANK 2018-BNK12, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2018-BNK12 (the "BANK 2018-BNK12 Trust" and, together with its successors and assigns in interest, in its capacity as owner of Note A-1 (as defined below), the "Note A-1 Holder"), WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF BANK 2018-BNK12, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2018-BNK12 (together with its successors and assigns in interest, in its capacity as owner of Note A-2 (as defined below), the "Note A-2 Holder"), WELLS FARGO BANK, NATIONAL ASSOCIATION ("WFB" and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-3 (as defined below), the "Initial Note A-3 Holder"), WELLS FARGO BANK, NATIO

KLX Inc. – Ip Matters Agreement (July 17th, 2018)

THIS IP MATTERS AGREEMENT (this Agreement), dated as of July 13, 2018, is entered into by and between KLX Inc., a corporation formed under the laws of the State of Delaware (KLX), and KLX Energy Services Holdings, Inc., a corporation formed under the laws of the State of Delaware (ESG SpinCo). KLX and ESG SpinCo are referred to herein individually as a Party and collectively as the Parties.

Wells Fargo Commercial Mortgage Trust 2018-C45 – AGREEMENT BETWEEN NOTE HOLDERS Dated as of May 17, 2018 by and Between WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder) and WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) Village at Leesburg (July 17th, 2018)

This AGREEMENT BETWEEN NOTE HOLDERS ("Agreement"), dated as of May 17, 2018, by and between WELLS FARGO BANK, NATIONAL ASSOCIATION ("WFB" and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 (as defined below), the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent"), and WELLS FARGO BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 (as defined below), the "Initial Note A-2 Holder" and together with the Initial Note A-1 Holder, the "Initial Note Holders").

Wells Fargo Commercial Mortgage Trust 2018-C45 – AGREEMENT BETWEEN NOTEHOLDERS Dated as of May 9, 2018 by and Among RIALTO MORTGAGE FINANCE, LLC (Note A-1 Holder) RIALTO MORTGAGE FINANCE, LLC (Note A-2 Holder) and ACREFI Mortgage Lending, LLC, (Note B Holder) (Flats at East Bank) (July 17th, 2018)

THIS AGREEMENT BETWEEN NOTEHOLDERS (Agreement), dated as of May 9, 2018 by and among RIALTO MORTGAGE FINANCE, LLC, a Delaware limited liability company, having an address at 600 Madison Avenue, 12th Floor, New York, New York 10022 (RMF and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the Note A-1 Holder), RMF (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the Note A-2 Holder) and ACREFI MORTGAGE LENDING, LLC, a Delaware limited liability company, having an address c/o Apollo Global Management, L.P., having an address at 9 West 57th Street, Floor 43, New York, New York 10019 (Apollo and together with its successors and assigns in interest, in its capacity as owner of the Note B, the Note B Holder).

Crosscode, Inc. – Loan Agreement With Anshu Sharma Dated November 1, 2016 (July 16th, 2018)
MP Acquisition I Corp. – Sponsor Agreement (July 16th, 2018)

This Sponsor Agreement (this "Agreement"), dated as of July 13, 2018, is made and entered into by and among Matlin & Partners Acquisition Corporation, a Delaware corporation ("MPAC"), USWS Holdings LLC, a Delaware limited liability company ("USWS"), Matlin & Partners Acquisition Sponsor LLC, a Delaware limited liability company ("Sponsor"), and, solely for purposes of Sections 7 through 12, Cantor Fitzgerald & Co. ("Cantor"). Each of the parties to this Agreement is sometimes referred to individually in this Agreement as a "Party," and all of the parties to this Agreement are sometimes collectively referred to in this Agreement as the "Parties." Each capitalized term used and not otherwise defined in this Agreement has the meaning given to such term in the Merger and Contribution Agreement (as defined below).

Crosscode, Inc. – Agreement With Soumik Sarkar Dated November 15, 2017 (July 16th, 2018)
MP Acquisition I Corp. – Sponsor Agreement (July 16th, 2018)

This Sponsor Agreement (this "Agreement"), dated as of July 13, 2018, is made and entered into by and among Matlin & Partners Acquisition Corporation, a Delaware corporation ("MPAC"), USWS Holdings LLC, a Delaware limited liability company ("USWS"), Matlin & Partners Acquisition Sponsor LLC, a Delaware limited liability company ("Sponsor"), and, solely for purposes of Sections 7 through 12, Cantor Fitzgerald & Co. ("Cantor"). Each of the parties to this Agreement is sometimes referred to individually in this Agreement as a "Party," and all of the parties to this Agreement are sometimes collectively referred to in this Agreement as the "Parties." Each capitalized term used and not otherwise defined in this Agreement has the meaning given to such term in the Merger and Contribution Agreement (as defined below).

MonoSol Rx, Inc. – Agreement (July 16th, 2018)

This Agreement (this "Agreement"), dated as of September 24, 2017, is by and between MonoSol Rx, LLC, a Delaware limited liability company ("MonoSol"); and Indivior Inc., a Delaware corporation, and Indivior UK Limited, a corporation organized under the laws of England and Wales, as successors in interest to Reckitt Benckiser Pharmaceuticals Inc. and RB Pharmaceuticals Limited, respectively (collectively, "Indivior").

Additional Issuance Agreement (July 16th, 2018)

This Additional Issuance Agreement (this "Agreement"), dated as of July 16, 2018, is made pursuant to that certain Securities Purchase Agreement, dated as of August 31, 2017 (the "Purchase Agreement"), as amended, by and between Rennova Health, Inc. (the "Company") and the purchaser signatory hereto (the "Purchaser") for the purchase of the Company's Senior Secured Original Issue Discount Convertible Debenture due September 19, 2019. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement.

Benchmark 2018-B4 Mortgage Trust – CO-LENDER AGREEMENT Dated as of July 1, 2018 by and Between CITI REAL ESTATE FUNDING INC. (Initial Note A-1 Holder) CITI REAL ESTATE FUNDING INC. (Initial Note A-2 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-3 Holder) (July 13th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of July 1, 2018, by and between CITI REAL ESTATE FUNDING INC. ("CREFI" and together with its successors and assigns in interest, in its capacity as owner of Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent"), CREFI (together with its successors and assigns in interest, in its capacity as owner of Note A-2, the "Initial Note A-2 Holder"), and CREFI (together with its successors and assigns in interest, in its capacity as owner of Note A-3, the "Initial Note A-3 Holder" and, together with the Initial Note A-1 Holder and the Note A-2 Holder, the "Initial Note Holders").

Benchmark 2018-B4 Mortgage Trust – CO-LENDER AGREEMENT Dated as of June 21, 2018 Between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-3 Holder) CITI REAL ESTATE FUNDING INC. (Initial Note A-4 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-5 Holder) 636 11th Avenue (July 13th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of June 21, 2018 between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("JPM" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent"), JPM (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder"), JPM (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-3, the "Initial Note A-3 Holder"), CITI REAL ESTATE FUNDING INC. ("Citi" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-4, the "Initial Note A-4 Holder"), and Citi (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-5, the "Initial Note A-5 Holder" and, together with the Initial Note A-1 Holder, Initial Note A-2

Benchmark 2018-B4 Mortgage Trust – CO-LENDER AGREEMENT Dated as of December 29, 2017 by and Among GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-1-S Holder, Initial Note A-1-C1 Holder and Initial Note A-1-C2 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-2-C1 Holder, Initial Note A-2-C2 Holder, Initial Note A-2-C3 Holder, Initial Note A-2-C4 Holder and Initial Note A-2-C5 Holder) Marina Heights State Farm (July 13th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of December 29, 2017 by and among GOLDMAN SACHS MORTGAGE COMPANY ("GSMC" and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-S, the "Initial Note A-1-S Holder", and in its capacity as the initial agent, the "Initial Agent"), GSMC (together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-C1, the "Initial Note A-1-C1 Holder"), GSMC (together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-C2, the "Initial Note A-1-C2 Holder"), DEUTSCHE BANK AG, NEW YORK BRANCH ("DBNY" and together with its successors and assigns in interest, in its capacity as initial owner of Note A-2-C1, the "Initial Note A-2-C1 Holder"), DBNY (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2-C2, the "Initial Note A-2-C2 Holder"), DBNY (together with its successors and assigns in inte

Benchmark 2018-B4 Mortgage Trust – CO-LENDER AGREEMENT Dated as of June 15, 2018 Between DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-1 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-2 Holder) (July 13th, 2018)

THIS CO-LENDER AGREEMENT (the "Agreement"), dated as of June 15, 2018, is between DEUTSCHE BANK AG, NEW YORK BRANCH ("DBNY"), a branch of Deutsche Bank AG, a German Bank, having an address at 60 Wall Street, 10th Floor, New York, New York 10005, as the holder of Note A-1 and Note A-2.

Benchmark 2018-B4 Mortgage Trust – CO-LENDER AGREEMENT Dated as of July 13, 2018 by and Between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) JAGR Hotel Portfolio (July 13th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of July 13, 2018 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("JPM" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent") and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder") and, together with the Initial Note A-1 Holder, the "Initial Note Holders").

Benchmark 2018-B4 Mortgage Trust – AGREEMENT BETWEEN NOTEHOLDERS Dated as of March 19, 2018 by and Between CITI REAL ESTATE FUNDING INC. (Initial Note A1-A Holder, Initial Note A1-B Holder, Initial Note A1-C Holder, Initial Note A1-D Holder, Initial Note A1-E Holder and Initial Note A1-F Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A2 Holder) and IGIS US PRIVATE PLACEMENT REAL ESTATE INVESTMENT TRUST NO. 169, a KOREAN COMPANY (Initial Note B Holder) (July 13th, 2018)

THIS AGREEMENT BETWEEN NOTEHOLDERS ("Agreement"), dated as of March 19, 2018 by and between CITI REAL ESTATE FUNDING INC. ("CREFI" and, together with its successors and assigns in interest, in its capacity as initial owner of Note A1-A, the "Initial Note A1-A Holder"), and in its capacity as the initial agent, the "Initial Agent"), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of Note A1-B, the "Initial Note A1-B Holder"), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of Note A1-C, the "Initial Note A1-C Holder"), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of Note A1-D, the "Initial Note A1-D Holder"), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of Note A1-E, the "Initial Note A1-E Holder"), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of Note

Benchmark 2018-B4 Mortgage Trust – CO-LENDER AGREEMENT Dated as of July 13, 2018 by and Between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) Sheraton Music City (July 13th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of July 13, 2018 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("JPM" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent") and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder") and, together with the Initial Note A-1 Holder, the "Initial Note Holders").

Benchmark 2018-B4 Mortgage Trust – Co-Lender Agreement (July 13th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of February 27, 2018 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("JPM" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent") and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder") and, together with the Initial Note A-1 Holder, the "Initial Note Holders").

Benchmark 2018-B4 Mortgage Trust – CO-LENDER AGREEMENT Dated as of May 7, 2018 Between DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-1 Holder) and WELLS FARGO BANK, NATIONAL ASSOCIATION (Note A-2 Holder) and WELLS FARGO BANK, NATIONAL ASSOCIATION (Note A-3 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-4 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-5 Holder) and BARCLAYS BANK PLC (Note A-6-1 Holder) and BARCLAYS BANK PLC (Note A-6-2 Holder) 181 Fremont (July 13th, 2018)

THIS CO-LENDER AGREEMENT (the "Agreement"), dated as of May 7, 2018, is between DEUTSCHE BANK AG, NEW YORK BRANCH ("DBNY"), a branch of Deutsche Bank AG, a German Bank, having an address at 60 Wall Street, 10th Floor, New York, New York 10005, as the holder of Note A-1, DBNY as the holder of Note A-4, and DBNY as the holder of Note A-5, WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells"), national banking association, having an address of 375 Park Avenue, 2nd Floor J0127-023, New York, New York 10152, as the holder of Note A-2 and Note A-3) and BARCLAYS BANK PLC, a public company registered in England and Wales, having an address at 745 Seventh Avenue, New York, New York 10019 ("Barclays" and together with DBNY, the "Lender") as the holder of Note A-6-1 and Note A-6-2.

Benchmark 2018-B4 Mortgage Trust – CO-LENDER AGREEMENT Dated as of June 7, 2018 by and Among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION DEUTSCHE BANK, AG, NEW YORK BRANCH WELLS FARGO BANK, NATIONAL ASSOCIATION and MORGAN STANLEY BANK, N.A. Aventura Mall (July 13th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of June 7, 2018, by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("JPM" and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-A, Note A-2-A-1, Note A-2-A-2, Note A-2-A-3, Note A-2-A-4, Note A-2-A-5 and Note B-1, the "Initial Note 1 Holder", and in its capacity as the initial agent, the "Initial Agent"); DEUTSCHE BANK, AG, NEW YORK BRANCH ("DBNY" and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-B, Note A-2-B-1, Note A-2-B-2, Note A-2-B-3, Note A-2-B-4, Note A-2-B-5 and Note B-2, the "Initial Note 2 Holder"); WELLS FARGO BANK, NATIONAL ASSOCIATION ("WFB" and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-D, Note A-2-D-1, Note A-2-D-2, Note A-2-D-3, Note A-2-D-4, Note A-2-D-5 and Note B-4, the "Initial Note 3 Holder") and MORGAN STANLEY BANK, N.A. ("MSBNA" and together with it

Benchmark 2018-B4 Mortgage Trust – CO-LENDER AGREEMENT Dated as of June 15, 2018 by and Between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) Meridian Corporate Center (July 13th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of June 15, 2018 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("JPM" and together with its successors and assigns in interest, in its capacity as owner of the Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent") and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as owner of the Note A-2, the "Initial Note A-2 Holder" and, together with the Initial Note A-1 Holder, the "Initial Note Holders").

Benchmark 2018-B4 Mortgage Trust – CO-LENDER AGREEMENT Dated as of June 15, 2018 by and Between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) Embassy Suites Glendale (July 13th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of June 15, 2018 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("JPM" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent") and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder" and, together with the Initial Note A-1 Holder, the "Initial Note Holders").

Benchmark 2018-B4 Mortgage Trust – CO-LENDER AGREEMENT Dated as of June 8, 2018 by and Between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Initial Note A-1 Holder JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Initial Note A-2 Holder JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Initial Note A-3 Holder JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Initial Note A-4 Holder and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Initial Note B Holder (July 13th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of June 8, 2018, by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("JPM" and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent"), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2, the "Initial Note A-2 Holder"), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of Note A-3, the "Initial Note A-3 Holder"), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of Note A-4, the "Initial Note A-4 Holder") and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of Note

Benchmark 2018-B4 Mortgage Trust – AGREEMENT BETWEEN NOTEHOLDERS Dated as of March 23, 2018 by and Between DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-1-A Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-1-B Holder) and BANK OF AMERICA, N.A. (Initial Note A-2-A Holder) and BANK OF AMERICA, N.A. (Initial Note A-2-B Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note B-1-A Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note B-1-B Holder) and BANK OF AMERICA, N.A. (Initial Note B-2-A Holder) and BANK OF AMERICA, N.A. (Initial Note B-2-B Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note (July 13th, 2018)

THIS AGREEMENT BETWEEN NOTEHOLDERS ("Agreement"), dated as of March 23, 2018, by and between DEUTSCHE BANK AG, NEW YORK BRANCH ("DB" and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-A, the "Initial Note A-1-A Holder"), in its capacity as initial owner of Note A-1-B, the "Initial Note A-1-B Holder"), and in its capacity as the initial agent, the "Initial Agent"), BANK OF AMERICA, N.A. ("Bank of America" and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-2-A, the "Initial Note A-2-A Holder", and in its capacity as initial owner of Note A-2-B, the "Initial Note A-2-B Holder"), DB and, together with its successors and assigns in interest, in its capacity as initial owner of Note B-1-A, the "Initial Note B-1-A Holder"), DB and, together with its successors and assigns in interest, in its capacity as initial owner of Note B-1-B, the "Initial Note B-1-B Holder"), Bank of America and, toge

Delcath Systems – Dealer-Manager Agreement (July 13th, 2018)
Benchmark 2018-B4 Mortgage Trust – CO-LENDER AGREEMENT Dated as of May 22, 2018 by and Among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-3 Holder) Atlantic Times Square (July 13th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of May 22, 2018 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("JPM" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent") and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder") and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-3, the "Initial Note A-3 Holder" and collectively with the Initial Note A-1 Holder and the Initial Note A-2 Holder, the "Initial Note Holders").

DTZ Jersey Holdings Ltd – Dtz Jersey Holdings Limited Form of Management Stockholders Agreement (July 13th, 2018)

This MANAGEMENT STOCKHOLDERS AGREEMENT (this Agreement), dated as of , 2017, between DTZ Jersey Holdings Limited (the Company), the Majority Stockholder (as defined pursuant to Section 1 below) and (the Management Stockholder).

Morgan Stanley Capital I Trust 2018-H3 – AGREEMENT BETWEEN NOTE HOLDERS Dated as of May 24, 2018 by and Between MORGAN STANLEY BANK, N.A. (Initial Note A-1 Holder) and MORGAN STANLEY BANK, N.A. (Initial Note A-2 Holder) and MORGAN STANLEY BANK, N.A. (Initial Note A-3 Holder) Rittenhouse Hill (July 12th, 2018)

This AGREEMENT BETWEEN NOTE HOLDERS (this "Agreement"), dated as of May 24, 2018 by and between MORGAN STANLEY BANK, N.A. ("MSBNA" and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, the "Initial Note A-1 Holder" and, in its capacity as the initial agent, the "Initial Agent"), MSBNA (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 described below, the "Initial Note A-2 Holder") and MSBNA (together with its successors and assigns in interest, in its capacity as initial owner of Note A-3 described below, the "Initial Note A-3 Holder"; the Initial Note A-1 Holder, the Initial Note A-2 Holder and the Initial Note A-3 Holder are referred to collectively herein as the "Initial Note Holders").

Morgan Stanley Capital I Trust 2018-H3 – CO-LENDER AGREEMENT Dated as of July 1, 2018 by and Between CITI REAL ESTATE FUNDING INC. (Initial Note A-1 Holder) CITI REAL ESTATE FUNDING INC. (Initial Note A-2 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-3 Holder) (July 12th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of July 1, 2018, by and between CITI REAL ESTATE FUNDING INC. ("CREFI" and together with its successors and assigns in interest, in its capacity as owner of Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent"), CREFI (together with its successors and assigns in interest, in its capacity as owner of Note A-2, the "Initial Note A-2 Holder"), and CREFI (together with its successors and assigns in interest, in its capacity as owner of Note A-3, the "Initial Note A-3 Holder" and, together with the Initial Note A-1 Holder and the Note A-2 Holder, the "Initial Note Holders").