Carlton Fields Sample Contracts

CREDIT AGREEMENT by and Among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, THE McClatchy COMPANY, as Parent, and THE BORROWERS THAT ARE PARTIES HERETO Dated as of July 16, 2018 (August 9th, 2018)

THIS CREDIT AGREEMENT, is entered into as of July 16, 2018 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent"), THE MCCLATCHY COMPANY, a Delaware corporation ("Parent"), the Subsidiaries of Parent identified on the signature pages hereof as "Borrowers", and those additional entities that hereafter become parties hereto as "Borrowers" in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (each a "Borrower" and individually and collectively, jointly and severally, the "Borrowers").

Medalist Diversified REIT, Inc. – MEDALIST FUND I-A, LLC (Trustor) to BRIAN L. CARR (Trustee) for the Benefit of JEFFERIES LOANCORE LLC (Beneficiary) DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT Dated: As of February 10, 2016 Property Location: 3924-3940 East Franklin Boulevard, Gastonia, Gaston County, North Carolina 28056 (August 1st, 2018)

THIS DOCUMENT PREPARED BY: WHEN RECORDED MAIL TO: Jefferies LoanCore LLC Carlton Fields c/o LoanCore Capital One At1antic Center SS Railroad Avenue #100 1201 W. Peachtree Street, NW Greenwich, Connecticut 06830 Suite 3000 Attention: Dan Bennett Atlanta, Georgia 30309 Facsimile No.: (203) 861-6006 Attention: W. Gregory Null, Esq.

Medalist Diversified REIT, Inc. – Modification, CONSENT AND ASSUMPTION AGREEMENT WITH RELEASE (August 1st, 2018)

This Modification, Consent and Assumption Agreement With Release (this "Agreement") is entered into as of April , 2017 by and among MEDALIST FUND I-A, LLC, a Delaware limited liability company ("Seller"), with an address of 11 S. 12th Street, Suite 401, Richmond, Virginia 23219; MDR FRANKLIN SQUARE, LLC, a Delaware limited liability company ("Buyer"), with an address of 11 S. 12th Street, Suite 401, Richmond, Virginia 23219; WILLIAM RICHARD ELLIOTT, with an address at 9 Albemarle Avenue, Richmond, Virginia 23226, and THOMAS EDWARD MESSIER, with an address at 207 Massie Road, Richmond, Virginia 23221 (collectively, "Original Principal"), and MEDALIST DIVERSIFIED REIT, INC., a Maryland corporation having an address at 11 S. 12th Street, Suite 401, Richmond, Virginia 23219 ("REIT" and, together with Original Principal, collectively, "Principal"); and WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION COMM

The McClatchy Company 9.000% Senior Secured Notes Due 2026 Purchase Agreement (July 6th, 2018)
Medefile International, Inc. – Form of Subscription Agreement (June 29th, 2018)

This Subscription Agreement is being delivered to the purchaser identified on the signature page to this Agreement (the "Subscriber") in connection with its investment in Hash Labs Inc., a Nevada corporation (the "Company"). The Company is conducting a private placement (the "Offering") for an amount of $1,000,000, consisting of shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a purchase price of $0.33 (the "Purchase Price") per such share for an aggregate of 3,030,303 shares (each a "Share" and collectively, the "Shares").

New England Realty Associates Limited Partnershi – Loan No. 527600:11 ASSIGNMENT OF LEASES AND RENTS HAMILTON PARK TOWERS, LLC (Assignor) TO JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) (Assignee) Dated: As of May 31, 2018 Location of Property: 175 Freeman Street, Brookline, Norfolk County, Massachusetts Record and Return To: Carlton Fields One State Street, Suite 1800 Hartford, CT 06103 Attention: Frank A. Appicelli, Esq. 114250575.5 Assignor to Assignee, Dated the Date Hereof, in the Principal Sum of $125,000,000, Covering the Mortgaged Property (The Mortgage). This Assignment, the Note, the Mortgage and Other Documents Now or Hereafter Exec (June 7th, 2018)
Bank 2017-Bnk5 – Contract (January 25th, 2018)
Morgan Stanley Capital I Trust 2017-H1 – Contract (January 25th, 2018)
Morgan Stanley Bank of America Merrill Lynch Trust 2017-C33 – Contract (January 25th, 2018)
CSAIL 2017-CX10 Commercial Mortgage Trust – Contract (November 30th, 2017)
UBS Commercial Mortgage Trust 2017-C4 – Contract (October 18th, 2017)
Wells Fargo Commercial Mortgage Trust 2017-C40 – CO-LENDER AGREEMENT Dated as of June 1, 2017 by and Between CITI REAL ESTATE FUNDING INC. (Initial Note A-1 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-2 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-3 Holder) (October 17th, 2017)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of June 1, 2017, 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 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 initial 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 Initial Note A-2 Holder, the "Initial Note Holders").

Citigroup Commercial Mortgage Trust 2017-P8 – Contract (September 29th, 2017)
CSAIL 2017-CX9 Commercial Mortgage Trust – Contract (September 29th, 2017)
UBS Commercial Mortgage Trust 2017-C3 – Contract (August 31st, 2017)
UBS Commercial Mortgage Trust 2017-C2 – Contract (August 17th, 2017)
JPMCC Commercial Mortgage Securities Trust 2017-JP7 – Contract (July 31st, 2017)
Wells Fargo Commercial Mortgage Trust 2017-C38 – Contract (July 13th, 2017)
Wells Fargo Commercial Mortgage Trust 2017-C38 – Contract (July 13th, 2017)
DBJPM 2017-C6 Mortgage Trust – Contract (June 29th, 2017)
Bank 2017-Bnk5 – Contract (June 29th, 2017)
DBJPM 2017-C6 Mortgage Trust – Contract (June 29th, 2017)
CSAIL 2017-C8 Commercial Mortgage Trust – Contract (June 29th, 2017)
Morgan Stanley Bank of America Merrill Lynch Trust 2017-C33 – Contract (June 14th, 2017)
Wells Fargo Commercial Mortgage Trust 2017-RB1 – AMENDED AND RESTATED AGREEMENT BETWEEN NOTE HOLDERS Dated as of June 8, 2017 by and Between UBS AG, by and Through Its Branch Office at 1285 Avenue of the Americas, New York, New York, (Initial Note A-1 Holder), UBS AG, by and Through Its Branch Office at 1285 Avenue of the Americas, New York, New York, (Initial Note A-2 Holder), UBS AG, by and Through Its Branch Office at 1285 Avenue of the Americas, New York, New York, (Initial Note A-3 Holder), WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF WELLS FARGO COMMERCIAL MORTGAGE TRUST 2017-Rb1, COM (June 13th, 2017)

This AMENDED AND RESTATED AGREEMENT BETWEEN NOTE HOLDERS (this "Agreement"), dated as of June 8, 2017 by and between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York ("UBS AG, New York Branch" (together with its successors and assigns in interest, as initial owner of Note A-1 described below, in its capacity as the "Initial Note A-1 Holder" and, in its capacity as the initial agent, the "Initial Agent")), UBS AG, New York Branch (together with its successors and assigns in interest, as initial owner of Note A-2 described below, in its capacity as the "Initial Note A-2 Holder"), UBS AG, New York Branch (together with its successors and assigns in interest, as initial owner of Note A-3 described below, in its capacity as the "Initial Note A-3 Holder"), WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF WELLS FARGO COMMERCIAL MORTGAGE TRUST 2017-RB1, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERI

UBS Commercial Mortgage Trust 2017-C1 – AMENDED AND RESTATED AGREEMENT BETWEEN NOTE HOLDERS Dated as of June 8, 2017 by and Between UBS AG, by and Through Its Branch Office at 1285 Avenue of the Americas, New York, New York, (Initial Note A-1 Holder), UBS AG, by and Through Its Branch Office at 1285 Avenue of the Americas, New York, New York, (Initial Note A-2 Holder), UBS AG, by and Through Its Branch Office at 1285 Avenue of the Americas, New York, New York, (Initial Note A-3 Holder), WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF WELLS FARGO COMMERCIAL MORTGAGE TRUST 2017-Rb1, COM (June 12th, 2017)

This AMENDED AND RESTATED AGREEMENT BETWEEN NOTE HOLDERS (this "Agreement"), dated as of June 8, 2017 by and between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York ("UBS AG, New York Branch" (together with its successors and assigns in interest, as initial owner of Note A-1 described below, in its capacity as the "Initial Note A-1 Holder" and, in its capacity as the initial agent, the "Initial Agent")), UBS AG, New York Branch (together with its successors and assigns in interest, as initial owner of Note A-2 described below, in its capacity as the "Initial Note A-2 Holder"), UBS AG, New York Branch (together with its successors and assigns in interest, as initial owner of Note A-3 described below, in its capacity as the "Initial Note A-3 Holder"), WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF WELLS FARGO COMMERCIAL MORTGAGE TRUST 2017-RB1, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERI

CFCRE 2017-C8 Mortgage Trust – Contract (June 8th, 2017)
CFCRE 2017-C8 Mortgage Trust – AMENDED AND RESTATED AGREEMENT BETWEEN NOTE HOLDERS Dated as of June 8, 2017 by and Between UBS AG, by and Through Its Branch Office at 1285 Avenue of the Americas, New York, New York, (Initial Note A-1 Holder), UBS AG, by and Through Its Branch Office at 1285 Avenue of the Americas, New York, New York, (Initial Note A-2 Holder), UBS AG, by and Through Its Branch Office at 1285 Avenue of the Americas, New York, New York, (Initial Note A-3 Holder), WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF WELLS FARGO COMMERCIAL MORTGAGE TRUST 2017-Rb1, COM (June 8th, 2017)

This AMENDED AND RESTATED AGREEMENT BETWEEN NOTE HOLDERS (this "Agreement"), dated as of June 8, 2017 by and between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York ("UBS AG, New York Branch" (together with its successors and assigns in interest, as initial owner of Note A-1 described below, in its capacity as the "Initial Note A-1 Holder" and, in its capacity as the initial agent, the "Initial Agent")), UBS AG, New York Branch (together with its successors and assigns in interest, as initial owner of Note A-2 described below, in its capacity as the "Initial Note A-2 Holder"), UBS AG, New York Branch (together with its successors and assigns in interest, as initial owner of Note A-3 described below, in its capacity as the "Initial Note A-3 Holder"), WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF WELLS FARGO COMMERCIAL MORTGAGE TRUST 2017-RB1, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERI

Morgan Stanley Capital I Trust 2017-H1 – Contract (June 8th, 2017)
Morgan Stanley Capital I Trust 2017-H1 – CO-LENDER AGREEMENT Dated as of June 1, 2017 by and Between CITI REAL ESTATE FUNDING INC. (Initial Note A-1 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-2 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-3 Holder) (June 8th, 2017)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of June 1, 2017, 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 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 initial 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 Initial Note A-2 Holder, the "Initial Note Holders").

Fourth Amendment to Credit Agreement and First Amendment to Security Agreement (May 3rd, 2017)

Administrative Detail Form means an administrative detail form in a form supplied by, or otherwise acceptable to, Administrative Agent.

Citigroup Commercial Mortgage Trust 2017-P7 – Contract (April 18th, 2017)
Wells Fargo Commercial Mortgage Trust 2017-RB1 – Mortgage Loan Purchase Agreement (March 30th, 2017)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of March 22, 2017, between Barclays Bank PLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

Wells Fargo Commercial Mortgage Trust 2017-RB1 – Mortgage Loan Purchase Agreement (March 30th, 2017)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of March 22, 2017, between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

Wells Fargo Commercial Mortgage Trust 2017-RB1 – Mortgage Loan Purchase Agreement (March 30th, 2017)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of March 22, 2017, between Wells Fargo Bank, National Association, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").