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SECURITY AGREEMENT (PFI General -- All-Inclusive Security Interest Covering Personal Property) (With Select Financing Provisions) (November 17th, 2017)

THIS SECURITY AGREEMENT ("this Agreement" or "Security Agreement") is entered into on November 15, 2017 ("Effective Date") by and between MagneGas Corporation, a Delaware corporation ("Debtor"), as lessee and debtor, with and for the benefit of Point Financial, Inc., an Arizona corporation ("Lessor"), its transferees, and assigns, as lessor and secured party. (The Lessor and each subsequent transferee of the Lease Agreement described below, whether taking by endorsement or otherwise, are herein successively called "Secured Party." Debtor and Secured Party are referenced collectively as the "Parties" and individually as a "Party".)

Cerecor Inc. – EQUITY INTEREST PURCHASE AGREEMENT by and Among CERECOR INC., TRx PHARMACEUTICALS, LLC, THE SELLERS NAMED HEREIN and RANDAL JONES AND ROBERT MOSCATO (SOLELY FOR PURPOSES OF SECTION 6.2 HEREOF) (November 17th, 2017)

This EQUITY INTEREST PURCHASE AGREEMENT, dated as of November 17, 2017 (the Agreement), is by and among Cerecor Inc., a Delaware corporation (Purchaser), TRx Pharmaceuticals, LLC, a North Carolina limited liability company (the Company), the members of the Company listed on the signature pages hereof (each a Seller and collectively, the Sellers), and, solely for purposes of Section 6.2 hereof, Randal Jones and Robert Moscato (the Owners and, together with the Sellers, the Restricted Parties).

Purchase and Put Agreement (November 17th, 2017)

THIS PURCHASE AND PUT AGREEMENT (this "Agreement") is entered into on November 15, 2017 ("Effective Date") by and between Point Financial, Inc., an Arizona corporation ("Lessor"), and MagneGas Corporation, a Delaware corporation ("Lessee").

Landlord Lien Subordination Agreement (November 17th, 2017)

THIS LANDLORD LIEN SUBORDINATION AGREEMENT, dated as of November 15, 2017, is made by and among [ ] ("Landlord"), Equipment Sales and Service, Inc., a Florida corporation; MagneGas Corporation, a Delaware corporation (collectively, "Tenant"), and POINT FINANCIAL, INC., an Arizona corporation ("Lender").

Altisource Residential Corporat – AMENDED AND RESTATED LOAN AGREEMENT Dated as of November 13, 2017 Among HOME SFR BORROWER III, LLC, as Borrower, VACA MORADA PARTNERS, LP, as a Lender, MSR II, L.P., as a Lender and AMHERST SFR LENDER, LLC, as Agent (November 17th, 2017)

THIS LOAN AGREEMENT, dated as of November 13, 2017 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement"), is made by and among HOME SFR BORROWER III, LLC, a Delaware limited liability company, having its principal place of business at c/o Altisource Asset Management Corporation, 5100 Tamarind Reef, Christiansted, VI 00820 ("Borrower"), VACA MORADA PARTNERS, LP, a Delaware limited partnership, (a "Lender"), having its principal place of business at 5001 Plaza on the Lake, Suite 200, Austin, TX 78746, MSR II, L.P., a Delaware limited partnership, having its principal place of business at 5001 Plaza on the Lake, Suite 200, Austin, TX 78746, (a "Lender" and together with Vaca Morada Partners, LP, collectively, the "Lender") and AMHERST SFR LENDER, LLC, a Delaware limited liability company, having an address at 5001 Plaza on the Lake, Suite 200, Austin, TX 78746, as agent (in such capacity as "Agent").

Limited Liability Company Agreement of Wireless Maritime Services, Llc Between At&t Wireless Services, Inc. And Maritime Telecommunications Network, Inc. (November 17th, 2017)

This Limited Liability Company Agreement of Wireless Maritime Services, LLC (the "Agreement,") is made as of this 19th day of February, 2004 (the "Effective Date") by and between AT&T Wireless Services, Inc., a Delaware corporation ("AWS"), and Maritime Telecommunications Network, Inc., a Colorado corporation ("MTN").

Atlantic Coast Federal Corp. – AGREEMENT AND PLAN OF MERGER by and Between AMERIS BANCORP and ATLANTIC COAST FINANCIAL CORPORATION Dated as of November 16, 2017 (November 17th, 2017)

Defined Term Section Acquisition Proposal 5.2(c)(i) Additional Cash Consideration 7.8 Adverse Recommendation Change 5.2(b) Agreement Preamble Allowance 2.13(d) Ameris Preamble Ameris 401(k) Plan 5.10(b) Ameris Bank Recitals Ameris Exchange Act Reports 3.5(a) Ameris Ratio 7.8(a) Ameris Registration Statement 5.1(a) Ameris Common Stock 1.2(a) Applicable Law 2.17(d) Articles of Merger 1.1 Atlantic Preamble Atlantic 401(k) Plan 2.14 Atlantic Coast Bank Recitals Atlantic Common Stock 1.2(b) Atlantic Continuing Employees 5.10(a) Atlantic ESOP 2.28(n) Atlantic ESOP Loan 5.10(d) Atlantic Exchange Act Reports 2.9 Atlantic Financial Statements

General Employment Enterprises, Inc. – Second Amendment to Revolving Credit, Term Loan and Security Agreement (November 17th, 2017)

SECOND AMENDMENT, dated as of November 14, 2017 (this "Amendment"), to the Revolving Credit, Term Loan and Security Agreement, dated as of March 31, 2017 (as amended, amended and restated, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among GEE GROUP INC., an Illinois corporation ("Holdings"), SCRIBE SOLUTIONS, INC., a Florida corporation ("Scribe"), AGILE RESOURCES, INC., a Georgia corporation ("Agile"), ACCESS DATA CONSULTING CORPORATION, a Colorado corporation ("Access"), TRIAD PERSONNEL SERVICES, INC., an Illinois corporation ("Triad Personnel"), TRIAD LOGISTICS, INC., an Ohio corporation ("Triad Logistics"), PALADIN CONSULTING, INC., a Texas corporation ("Paladin"), BMCH, INC., an Ohio corporation ("BMCH"), GEE GROUP PORTFOLIO INC., a Delaware corporation and the surviving corporation of the merger of SNI HOLDCO INC., a Delaware corporation, with and into GEE Group Portfolio Inc., a Delaware corporation ("SNI Holdings"), and SNI CO

SECURITY AGREEMENT (PFI General -- Intellectual Property Collateral) (November 17th, 2017)

THIS SECURITY AGREEMENT ("this Agreement" or "Security Agreement") is entered into on November 15, 2017 ("Effective Date") by and between MagneGas Corporation, a Delaware corporation ("Debtor"), as borrower and debtor, with and for the benefit of Point Financial, Inc., an Arizona corporation ("Lessor"), its transferees, and assigns, as lessor and secured party. (The Lessor and each subsequent transferee of or of any interest in the Lease Agreement described below, whether taking by endorsement or otherwise, are herein successively called "Secured Party." Debtor and Secured Party are referenced collectively as the "Parties" and individually as a "Party".)

Equipment Lease Agreement (November 17th, 2017)

THIS EQUIPMENT LEASE AGREEMENT ("Lease") is entered into as of November 15, 2017 ("Effective Date"), by and between Point Financial, Inc., an Arizona corporation, having its principal place of business at 3318 East Kachina Drive, Phoenix, Arizona 85044 ("Lessor") and MagneGas Corporation, a Delaware corporation, having its principal place of business at 11885 44th Street North, Clearwater, Florida 33762 ("Lessee").

Altisource Residential Corporat – AMENDED AND RESTATED LOAN AGREEMENT Dated as of November 13, 2017 Among HOME SFR BORROWER II, LLC, as Borrower, VACA MORADA PARTNERS, LP, as a Lender, MSR II, L.P., as a Lender and AMHERST SFR LENDER, LLC, as Agent (November 17th, 2017)

THIS LOAN AGREEMENT, dated as of November 13, 2017 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement"), is made by and among HOME SFR BORROWER II, LLC, a Delaware limited liability company, having its principal place of business at c/o Altisource Asset Management Corporation, 5100 Tamarind Reef, Christiansted, VI 00820 ("Borrower"), VACA MORADA PARTNERS, LP, a Delaware limited partnership, (a "Lender"), having its principal place of business at 5001 Plaza on the Lake, Suite 200, Austin, TX 78746, MSR II, L.P., a Delaware limited partnership, having its principal place of business at 5001 Plaza on the Lake, Suite 200, Austin, TX 78746, (a "Lender" and together with Vaca Morada Partners, LP, collectively, the "Lender") and AMHERST SFR LENDER, LLC, a Delaware limited liability company, having an address at 5001 Plaza on the Lake, Suite 200, Austin, TX 78746, as agent (in such capacity as "Agent").

Ameris Bancorp – AGREEMENT AND PLAN OF MERGER by and Between AMERIS BANCORP and ATLANTIC COAST FINANCIAL CORPORATION Dated as of November 16, 2017 (November 17th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of this 16th day of November, 2017, by and between AMERIS BANCORP, a Georgia corporation ("Ameris"), and ATLANTIC COAST FINANCIAL CORPORATION, a Maryland corporation ("Atlantic").

SECURITY AGREEMENT (Collateral Assignment and Pledge of Ownership Interests in Subsidiaries) (November 17th, 2017)

THIS SECURITY AGREEMENT ("Agreement" or "Security Agreement") is entered into on November 15, 2017 ("Effective Date") by and between MagneGas Corporation, a Delaware corporation ("Debtor"), as lessee, assignor, pledgor and debtor, and Point Financial, Inc., an Arizona corporation ("Secured Party"), as lessor, assignee, pledgee and secured party. Debtor and Secured Party sometimes may be referred to collectively as the "Parties" or individually as a "Party."

CREDIT AGREEMENT Dated as of November 17, 2017 Among BEASLEY BROADCAST GROUP, INC., as Holdings, BEASLEY MEZZANINE HOLDINGS, LLC, as the Borrower THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME U.S. BANK NATIONAL ASSOCIATION as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and THE LENDERS PARTY HERETO FROM TIME TO TIME GUGGENHEIM SECURITIES, LLC and U.S. BANK NATIONAL ASSOCIATION as Joint Lead Arrangers and Joint Bookrunners GUGGENHEIM SECURITIES, LLC as Syndication Agent BANKUNITED N.A., CAPITAL ONE, N.A. And FLORIDA COMMUNITY BANK, N.A. As Co-Documentation Age (November 17th, 2017)

This CREDIT AGREEMENT is entered into as of November 17, 2017 (as amended, restated, supplemented or otherwise modified from time to time after the date hereof, this Agreement) among Beasley Broadcast Group, Inc., a Delaware corporation (Holdings), Beasley Mezzanine Holdings, LLC, a Delaware limited liability company (the Borrower), the Guarantors party hereto from time to time, U.S. Bank National Association, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the Lenders and individually, a Lender).

Big Rock Partners Acquisition Corp. – November 17, 2017 (November 17th, 2017)

Big Rock Partners Acquisition Corp., a Delaware corporation (the "Company"), has filed with the Securities and Exchange Commission a Registration Statement on Form S-1, as amended (Registration No. 333-220947) (the "Registration Statement"), under the Securities Act of 1933, as amended (the "Act"). The Registration Statement relates to the underwritten public offering by the Company pursuant to an underwriting agreement (the "Underwriting Agreement") of up to 5,750,000 units of the Company (the "Units") (including up to 750,000 Units subject to the Underwriters' (as defined below) over-allotment option), each Unit consisting of:

Fat Brands, Inc – Membership Interest Purchase Agreement (Hurricane Amt, Llc) (November 17th, 2017)

ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE 11 Section 2.01 Purchase and Sale. 11 Section 2.02 Purchase Price. 11 Section 2.03 Transactions to be Effected at the Closing. 11 Section 2.04 Closing. 12 Section 2.05 Withholding Tax. 12 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 12 Section 3.01 Organization and Authority of Sellers. 12 Section 3.02 Organization and Organizational Documents. 13 Section 3.03 Capitalization. 13 Section 3.04 Subsidiaries. 14 Section 3.05 No Conflicts; Consents. 14 Section 3.06 Financial Statements. 14 Section 3.07 Undisclosed Liabilities. 15 Section 3.08 A

Endorsement Agreement (November 17th, 2017)

THIS ENDORSEMENT AGREEMENT (the "Agreement") is dated as of this 14th day of November 2017 ("Effective Date"), by and between Eco Science Solutions, Inc. ("ESSI"), a Nevada corporation, and Stephen Marley ("Talent"), an individual.

UBS Commercial Mortgage Trust 2017-C5 – CO-LENDER AGREEMENT Dated as of July 27, 2017 by and Among CCRE LOAN SELLER IV, LLC (Initial Note A-1 Holder and Initial Note A-2 Holder) and GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-3 Holder) Marriott Grand Cayman Loan (November 16th, 2017)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of July 27, 2017 by and among CCRE LOAN SELLER IV, LLC ("CCRELS" 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"), CCRELS (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"), GOLDMAN SACHS MORTGAGE COMPANY ("GSMC" and 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, together with the Initial Note A-1 Holder and the Initial Note A-2 Holder, the "Initial Note Holders").

UBS Commercial Mortgage Trust 2017-C5 – Mortgage Loan Purchase Agreement (November 16th, 2017)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of November 1, 2017, between Natixis Real Estate Capital LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and UBS Commercial Mortgage Securitization Corp., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

UBS Commercial Mortgage Trust 2017-C5 – AGREEMENT BETWEEN NOTE HOLDERS Dated as of November 16, 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-1-1 Holder), UBS AG, by and Through Its Branch Office at 1285 Avenue of the Americas, New York, New York, (Initial Note A-1-2 Holder), UBS AG, by and Through Its Branch Office at 1285 Avenue of the Americas, New York, New York, (Initial Note A-2 Holder) and UBS AG, by and Through Its Branch Office at 1285 Avenue of the Americas, New York, New York, (Initial Note A-3 Holder) at Home Portfolio (November 16th, 2017)

This AGREEMENT BETWEEN NOTE HOLDERS (this "Agreement"), dated as of November 16, 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-1-1 described below, in its capacity as the "Initial Note A-1-1 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-1-2 described below, in its capacity as the "Initial Note A-1-2 Holder"), 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") and 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"); the Initial Note A-1-1 Ho

UBS Commercial Mortgage Trust 2017-C5 – CO-LENDER AGREEMENT Dated as of November 16, 2017 by and Among GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-1(A-Cp) Holder, Initial Note A-1(A-Ncp) Holder and Initial Note A-1(b-Cp) Holder) and WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) and UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK (Initial Note A-3(A-Cp) Holder, Initial Note A-3(b-Cp) Holder, Initial Note A-3(c-Cp) Holder, Initial Note A-3(d-Ncp) Holder, Initial Note A-3(e-Ncp) Holder and Initial Note A-3(f-Ncp) Holder) Bass Pro & Cabela's Portfolio (November 16th, 2017)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of November 16, 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 the Note A-1(A-CP), the "Initial Note A-1(A-CP) 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 the Note A-1(A-NCP), the "Initial Note A-1(A-NCP) Holder"), GSMC (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1(B-CP), the "Initial Note A-1(B-CP) Holder"), WELLS FARGO BANK, NATIONAL ASSOCIATION ("WFB" and 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"), UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK ("UBS AG, New York Branch" and together with its successors and assign

UBS Commercial Mortgage Trust 2017-C5 – Mortgage Loan Purchase Agreement (November 16th, 2017)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of November 1, 2017, between Societe Generale, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and UBS Commercial Mortgage Securitization Corp., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

November 15, 2017 (November 16th, 2017)

Reference is made to (i) the Credit Agreement, dated as of January 6, 2017 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, including pursuant to the Limited Waiver (as defined below), the Credit Agreement; capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Credit Agreement), among GLOBAL EAGLE ENTERTAINMENT INC., a Delaware corporation (the Borrower), the Guarantors party thereto from time to time, CITIBANK, N.A., as administrative agent (in such capacity, the Administrative Agent), L/C Issuer and Swing Line Lender, and each Lender from time to time party thereto and (ii) the First Amendment and Limited Waiver to Credit Agreement, dated as of May 4, 2017, as amended by (a) the Amendment to First Amendment and Limited Waiver to Credit Agreement and Second Amendment to Credit Agreement, dated as of June 29, 2017, (b) the Second Amendment to Limited Waiver to Credit Agreement

Magicjack Vocaltec Ltd – Equity Rights Contingent Cancellation Agreement (November 16th, 2017)

THIS EQUITY RIGHTS CONTINGENT CANCELLATION AGREEMENT (the "Agreement") is made and entered into as of this 9th day of November, 2017, by and between magicJack VocalTec Ltd. (the "Company") and Don Carlos Bell III (the "Recipient").

Sunoco Logistics Partners Lp – Representing Limited Partner Interests UNDERWRITING AGREEMENT (November 16th, 2017)
UBS Commercial Mortgage Trust 2017-C5 – Contract (November 16th, 2017)
UBS Commercial Mortgage Trust 2017-C5 – Mortgage Loan Purchase Agreement (November 16th, 2017)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of November 1, 2017, between Rialto Mortgage Finance, LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and UBS Commercial Mortgage Securitization Corp., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

UBS Commercial Mortgage Trust 2017-C5 – Contract (November 16th, 2017)
UBS Commercial Mortgage Trust 2017-C5 – Mortgage Loan Purchase Agreement (November 16th, 2017)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of November 1, 2017, between Ladder Capital Finance LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), Ladder Capital Finance Holdings LLLP ("LCFH"), Series REIT of Ladder Capital Finance Holdings LLLP ("LC REIT"), Series TRS of Ladder Capital Finance Holdings LLLP ("LC TRS", and collectively with LCFH and LC REIT, the "LC Guarantors") and UBS Commercial Mortgage Securitization Corp., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

Ally Auto Receivables Trust 2017-5 – Servicing Agreement Among Ally Bank Ally Auto Assets Llc and Ally Auto Receivables Trust 2017-5 Dated as of November 22, 2017 (November 16th, 2017)

THIS SERVICING AGREEMENT, dated as of November 22, 2017, is among ALLY BANK, a Utah chartered bank (Ally Bank which, in its capacity as servicer under this Agreement, is referred to as the Servicer), ALLY AUTO ASSETS LLC, a Delaware limited liability company (the Depositor), and ALLY AUTO RECEIVABLES TRUST 2017-5, a Delaware statutory trust (the Issuing Entity).

Alcoa Upstream Corp – AMENDMENT AND RESTATEMENT AGREEMENT Dated as of November 14, 2017 (This Amendment), Among ALCOA CORPORATION, a Delaware Corporation (Holdings), ALCOA NEDERLAND HOLDING B.V., a Besloten Vennootschap Met Beperkte Aansprakelijkheid Incorporated Under the Laws of the Netherlands (The Borrower), the LENDERS and ISSUERS Party Hereto and JPMORGAN CHASE BANK, N.A. (JPMorgan), as Administrative Agent (In Such Capacity, the Administrative Agent) Under the Revolving Credit Agreement Dated as of September 16, 2016 and as Amended as of October 26, 2016 (As Amended, Supplemented or Otherwise Modified From T (November 16th, 2017)

REVOLVING CREDIT AGREEMENT dated as of September 16, 2016, amended as of October 26, 2016, and amended and restated as of November 14, 2017 (as the same may be amended, modified or supplemented from time to time, the Agreement), among ALCOA CORPORATION, a Delaware corporation (Holdings), ALCOA NEDERLAND HOLDING B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands (the Borrower), the Lenders (such term and each other capitalized term used but not defined herein having the meaning ascribed thereto in Article I), the Issuers, and JPMORGAN CHASE BANK N.A., as Administrative Agent.

UBS Commercial Mortgage Trust 2017-C5 – Mortgage Loan Purchase Agreement (November 16th, 2017)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of November 1, 2017, between UBS AG, by and through its New York 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 UBS Commercial Mortgage Securitization Corp., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

UBS Commercial Mortgage Trust 2017-C5 – AMENDED AND RESTATED CO-LENDER AGREEMENT Dated as of October 31, 2017 by and Between WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE HOLDERS OF THE CD 2017-Cd5 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-Cd5 (Note A-1-A Holder) and DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE, FOR THE BENEFIT OF THE HOLDERS OF THE CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-B1 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-B1 (Note A-1-B Holder) and CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-2-A Holder) and CANTOR COMMERCIAL REAL ES (November 16th, 2017)

THIS AMENDED AND RESTATED CO-LENDER AGREEMENT (this "Agreement"), dated as of October 31, 2017, is by and between Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of the CD 2017-C5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5 (the "Note A-1-A Holder"), Deutsche Bank Trust Company Americas, as Trustee, for the benefit of the Holders of the Citigroup Commercial Mortgage Trust 2017-B1 Commercial Mortgage Pass-Through Certificates, Series 2017-B1 (the "Note A-1-B Holder"), CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., ("CCRE" and together with its successors and assigns in interest, in its capacity as holder of the Note A-2-A, the "Note A-2-A Holder") and CCRE (together with its successors and assigns in interest, in its capacity as holder of the Note-A-2-B, the "Note A-2-B Holder" and, together with the Note A-1-A Holder, the Note A-1-B Holder and the Note A-2-A Holder, the "Note Holders").

UBS Commercial Mortgage Trust 2017-C5 – Mortgage Loan Purchase Agreement (November 16th, 2017)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of November 1, 2017, between Cantor Commercial Real Estate Lending, L.P., as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and UBS Commercial Mortgage Securitization Corp., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

Neothetics, Inc. – Registration Rights Agreement (November 15th, 2017)