Alston & Bird Sample Contracts

A MERS PRIMER Joseph P. Forte, Alston & Bird, New York, NY (November 10th, 2020)

Real estate mortgages have always been bought and sold among traditional primary market lenders in individual private transactions. For portfolio lenders, this could accomplish a wide variety of different institutional investment portfolio management objectives.1 It was a one-off negotiated local market of intra-industry players who were already in the direct real estate finance business – insurance companies with other insurance companies, banks and thrifts with other banks and thrifts – but no pension or other funds or other investors participated in these private transactions. Except for the short lived “Guaranteed Mortgage Obligations” market in the 1920’s, there was no national market for the purchase and sale of mortgage loans other than among traditional portfolio lenders in the primary market.2

EXHIBIT A (May 5th, 2020)

This Settlement Agreement and Release (“Settlement” or “Settlement Agreement”), dated as of February 12, 2019, is made and entered into by and among the following Parties: (1) the Financial Institution Plaintiffs, for themselves and on behalf of the Settlement Class, and the Association Plaintiffs, by and through Erin Green Comite of Scott+Scott Attorneys at Law LLP and Gary F. Lynch of Carlson Lynch Sweet Kilpela & Carpenter, LLP (“Class Counsel”); and

ESCROW DEPOSIT AGREEMENT (May 5th, 2020)

This ESCROW DEPOSIT AGREEMENT, dated February 26, 2010 (the “Agreement”), by and among the CITY OF WICHITA, KANSAS, a municipal corporation of the State of Kansas (the “Issuer”), BROADMOOR AT CHELSEA ACQUISITION, L.P., a Missouri limited partnership (the “Partnership”), and SECURITY BANK OF KANSAS CITY, in its capacity as escrow agent (the “Escrow Agent”) and as trustee (the “Trustee”) respecting the Issuer’s Multifamily Housing Revenue Bonds (Broadmoor at Chelsea Apartments Project), Series No. V- A, 1997 in the original principal amount of $5,200,000 (the “Bonds”), issued pursuant to an Indenture of Trust, dated as of June 1, 1997 (the “Indenture”), between the Issuer and the Trustee (capitalized terms used herein, but not defined, have the meanings set forth in the Indenture):

SETTLEMENT AGREEMENT AND RELEASE (May 5th, 2020)

This Settlement Agreement and Release (the “Agreement”) is entered into by and between Alston & Bird LLP (“Alston”) and Imerys Talc America, Inc. (“Imerys”). Alston and Imerys shall be referred to individually as a “Party” and collectively as the “Parties.”

Bluerock Residential Growth REIT, Inc.RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Alison D. Waterson, Esq. Alston & Bird LLP 1201 West Peachtree Street Atlanta, Georgia 30309 (December 7th, 2016)

THIS INSTRUMENT IS TO BE FILED FOR RECORD IN THE REAL ESTATE RECORDS OF THE COUNTY WHERE THE REAL PROPERTY IS LOCATED AND SHALL CONSTITUTE A FIXTURE FILING IN ACCORDANCE WITH THE PROVISIONS OF O.C.G.A. SECTION 11-9-502(C).

Rexford Industrial Realty, Inc.LOAN ASSUMPTION AGREEMENT (March 20th, 2014)

THIS LOAN ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of November 8, 2013 (the “Effective Date”) by and between GILBERT LA PALMA PROPERTIES, LLC, a California limited liability company (“Prior Owner”), REXFORD INDUSTRIAL-GILBERT LAPALMA, LLC, a Delaware limited liability company (“Borrower”) and AMERICAN SECURITY INSURANCE COMPANY, a Delaware corporation (“Lender”).

UPON RECORDING RETURN TO: (February 12th, 2010)

Cross Reference: Base Lease Agreement dated as of June 1, 1997 recorded in Film 1701, page 1214 as Document Number 1611768, Sedgwick County, Kansas Records

ESCROW DEPOSIT AGREEMENT (February 5th, 2009)

This ESCROW DEPOSIT AGREEMENT, dated as of February 1, 2009 (the “Agreement”), by and among the CITY OF WICHITA, KANSAS, a municipal corporation of the State of Kansas (the “Issuer”), CIMARRON ACQUISITION, L.P., a Missouri limited partnership (the “Partnership”), and SECURITY BANK OF KANSAS CITY, in its capacity as escrow agent (the “Escrow Agent”) and as trustee (the “Trustee”) respecting the Issuer’s Multifamily Housing Refunding Revenue Bonds (Cimarron Apartments Project), Series No. VIII-A, 1997 in the principal amount of $2,000,000 (the “Bonds”), issued pursuant to an Indenture of Trust, dated as of September 1, 1997 (the “Indenture”), between the Issuer and the Trustee (capitalized terms used herein, but not defined, have the meanings set forth in the Indenture):

Seacoast Banking Corp of FloridaAlston & Bird llp (March 18th, 2005)

You have requested our opinion as to the material United States federal income tax consequences of the proposed merger of Century National Bank (“Century”), a national banking association, with and into First National Bank & Trust Company of the Treasure Coast (“Seacoast Subsidiary”), a national banking association and a subsidiary of Seacoast Banking Corporation of Florida, (“Seacoast”), a Florida corporation (the transaction hereinafter referred to as the “Merger”), pursuant to the Agreement and Plan of Merger, dated November 30, 2004, by and among Seacoast, Seacoast Subsidiary, and Century (the “Agreement”).

Donegal Group IncDonegal Group Inc. [_,000,000] Shares* Class A Common Stock ($0.01 par value) Underwriting Agreement (November 19th, 2003)

SunTrust Capital Markets, Inc. Legg Mason Wood Walker, Incorporated As Representatives of the Several Underwriters listed on Schedule I hereto c/o SunTrust Capital Markets, Inc. Atlanta Financial Center 3333 Peachtree Road, N.E. 10th Floor, South Tower Atlanta, Georgia 30326

Conns IncConn's, Inc. [__________] SHARES* Common Stock (October 29th, 2003)
Systemax IncDEED TO SECURE DEBT, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT SYSTEMAX SUWANEE LLC Borrower to NEW YORK LIFE INSURANCE COMPANY, Lender Dated as of: April 18, 2002 Premises: 120 Satellite Boulevard, Gwinnett County, Georgia (May 14th, 2002)

THIS INSTRUMENT SECURES INDEBTEDNESS EVIDENCED BY A PROMISSORY NOTE DATED APRIL 18, 2002 FROM BORROWER PAYABLE TO THE ORDER OF LENDER, IN THE FACE PRINCIPAL AMOUNT OF $8,400,000.00, SAID NOTE MATURING BY ITS TERMS ON MAY 10, 2012.

Cornerstone Realty Income Trust IncRECITALS: (November 3rd, 1999)
Cornerstone Realty Income Trust IncRECITALS: (November 3rd, 1999)
Cornerstone Realty Income Trust IncRECITALS: (November 3rd, 1999)
Cornerstone Realty Income Trust IncRECITALS: (November 3rd, 1999)
Cornerstone Realty Income Trust IncRECITALS: (November 3rd, 1999)
Cornerstone Realty Income Trust Incto (November 3rd, 1999)
Cornerstone Realty Income Trust IncRECITALS: (November 3rd, 1999)
Webmd IncARTICLE 2 TERMS OF MERGER --------------- 2.1 Charter. The Articles of Incorporation of Merger Corp. in effect ------- immediately prior to the Effective Time shall be amended and restated, effective at the Effective Time, in a manner satisfactory to ... (February 26th, 1999)
Simcala IncEXHIBIT 2.3 PURCHASE AGREEMENT SUPPLEMENT THIS PURCHASE AGREEMENT SUPPLEMENT is a supplement to that certain Purchase Agreement, dated March 31, 1998 (the "Purchase Agreement"), between SAC Acquisition Corp., a Georgia corporation ("SAC"), and ... (May 28th, 1998)
Simcala Inc1 EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT SUPPLEMENT THIS REGISTRATION RIGHTS AGREEMENT SUPPLEMENT is a supplement to that certain Registration Rights Agreement, dated as of March 31, 1998 (the "Registration Rights Agreement"), between SAC Acquisition ... (May 28th, 1998)
Jotan IncTHE TRANSFER OF AND PAYMENTS ON THE SENIOR SUBORDINATED NOTES REFERENCED HEREIN ARE RESTRICTED BY AND SUBJECT TO THE TERMS AND PROVISIONS OF A SENIOR SUBORDINATION AGREEMENT DATED AS OF FEBRUARY 28, 1997, BY AND AMONG BANQUE PARIBAS, A BANK ORGANIZED ... (May 26th, 1998)
National Data CorpIN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on its behalf and its corporate seal to be hereunto affixed and attested by officers thereunto as of the day and year first above written. National Data Corporation By: /s/ ... (November 13th, 1997)
Plasti Line Inc /Tn/1 --------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 3, 1997 AMONG PLASTI-LINE, INC., PL HOLDING CORP., PL ACQUISITION CORP., AND JAMES R. MARTIN ... (November 5th, 1997)
Barringer Technologies IncUNDERWRITING AGREEMENT (August 15th, 1997)
Friedmans IncEXHIBIT 23(A) ------------- Consent of Alston & Bird LLP (Included in Exhibit 5) (March 21st, 1997)
Roberts Realty Investors IncEXHIBIT 10.3.5 Return to: Charles A. Brake, Jr., Esq. Alston & Bird One Atlantic Center 1201 West Peachtree Street Atlanta, Georgia 30309-3424 DEED TO SECURE DEBT AND SECURITY AGREEMENT THIS DEED TO SECURE DEBT AND SECURITY AGREEMENT (the "Security ... (March 17th, 1997)
Roberts Realty Investors IncEXHIBIT 10.17.4.3 DEED TO SECURE DEBT AND SECURITY AGREEMENT THIS DEED TO SECURE DEBT AND SECURITY AGREEMENT (the "Security Deed"), executed this 14th day of August 1996, by ROBERTS PROPERTIES RESIDENTIAL, L.P., a Georgia limited partnership (the ... (November 12th, 1996)
National Data CorpSECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of the 23rd day of October, 1996, among NATIONAL DATA CORPORATION, a Delaware corporation (the "Borrower"), the banks (the "Banks") party to the ... (October 29th, 1996)