Maryland Sample Contracts

Dividend Capital Diversified Property Fund Inc. – BLACK CREEK DIVERSIFIED PROPERTY FUND INC. Second Amended and Restated Share Redemption Program Effective as of December 10, 2018 (December 14th, 2018)

Company - Shall mean Black Creek Diversified Property Fund Inc., a Maryland corporation. The Company may be referred to as "we" or "our" within the context of this document.

Ares Commercial Real Estate Cor – Second Amended and Restated Substitute Guaranty Agreement (December 14th, 2018)

SECOND AMENDED AND RESTATED SUBSTITUTE GUARANTY AGREEMENT, dated as of December 13, 2018 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this "Guaranty") is made and entered upon the terms hereinafter set forth by ARES COMMERCIAL REAL ESTATE CORPORATION, a Maryland corporation, whose address is c/o Ares Management LLC, 245 Park Avenue, 43rd Floor, New York, New York 10167 (together with its permitted successors and/or assigns, "Guarantor"), in favor of CITIBANK, N.A., a national banking association, whose address is 388 Greenwich Street, New York, New York 10013 (together with its successors and/or assigns, "Buyer").

Ares Commercial Real Estate Cor – Amended and Restated Fourth Amendment to Master Repurchase Agreement (December 14th, 2018)

AMENDED AND RESTATED FOURTH AMENDMENT TO MASTER REPURCHASE AGREEMENT, dated as of December 13, 2018 (this "Amendment"), by and among ACRC LENDER C LLC, a Delaware limited liability company (the "Seller"), ARES COMMERCIAL REAL ESTATE CORPORATION, a Maryland corporation (the "Guarantor") and CITIBANK, N.A., a national banking association (the "Buyer").

IGI, Inc. – SECOND LIEN CREDIT AGREEMENT by and Among TELIGENT, INC., as Borrower, Certain Subsidiaries Thereof, as Guarantors, the Lenders From Time to Time Party Hereto, and ARES CAPITAL CORPORATION, as Administrative Agent, Dated as of December 13, 2018 (December 14th, 2018)

THIS SECOND LIEN CREDIT AGREEMENT, dated as of December 13, 2018, is among TELIGENT, INC., a Delaware corporation (the "Borrower"), its Subsidiaries signatory hereto as guarantors or hereafter designated as Guarantors pursuant to Section 8.11, the lenders from time to time party hereto (each a "Lender" and, collectively, the "Lenders"), and ARES CAPITAL CORPORATION, a Maryland corporation ("Ares"), as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent").

Monroe Capital Income Plus Corp – Transfer Agent Servicing Agreement (December 14th, 2018)

THIS AGREEMENT is made and entered into as of the last date on the signature block, by and Monroe Capital Income Plus Corporation, a Maryland corporation (the "Fund"), and U.S. Bancorp Fund Services, LLC, d/b/a/ U.S. Bank Global Fund Services, a Wisconsin limited liability company ("Fund Services").

IGI, Inc. – First Lien Revolving Credit Agreement (December 14th, 2018)

THIS FIRST LIEN REVOLVING CREDIT AGREEMENT, dated as of December 13, 2018, is among TELIGENT, INC., a Delaware corporation (the "Borrower"), its Subsidiaries signatory hereto as guarantors or hereafter designated as Guarantors pursuant to Section 8.11, the lenders from time to time party hereto (each a "Lender" and, collectively, the "Lenders"), and ACF FINCO I LP, a Delaware limited partnership ("ACF"), as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent").

Purchase Agreement by and Among Fanzzlids Holdings, Llc, Hat World, Inc., Gco Canada Inc., Flagg Bros. Of Puerto Rico, Inc., (December 14th, 2018)
Hudson Pacific Properties, L.P. – Contract (December 14th, 2018)
Contract (December 14th, 2018)
Communications Sales & Leasing, Inc. – Contract (December 14th, 2018)
Monroe Capital Income Plus Corp – Contract (December 14th, 2018)
Four Corners Property Trust, Inc. – Amendment No. 2 to Amended and Restated Revolving Credit and Term Loan Agreement (December 13th, 2018)

This AMENDMENT NO. 2 TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT, dated as of December 13, 2018 (this "Amendment"), is among FOUR CORNERS OPERATING PARTNERSHIP, LP, a Delaware limited partnership, as borrower (the "Borrower"), the Guarantors party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent (the "Administrative Agent") and JPMORGAN CHASE BANK, N.A. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers. Reference is made to the Amended and Restated Revolving Credit and Term Loan Agreement, dated as of October 2, 2017 (as amended by Amendment No. 1 to Amended and Restated Revolving Credit and Term Loan Agreement dated as of January 30, 2018, and as further amended, modified, restated and supplemented from time to time, the "Credit Agreement"), among the Borrower, Four Corners Property Trust, Inc., a Maryland corporation, the Lenders referenced therein and the Administrative Agent. Capitalized terms us

SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION ASSET-BASED CREDIT AGREEMENT Dated as of November 29, 2018 Among SEARS HOLDINGS CORPORATION, a Debtor and a Debtor-In-Possession, as Holdings, SEARS ROEBUCK ACCEPTANCE CORP. And KMART CORPORATION, Each Debtors and Debtors-In-Possession, as Borrowers, THE LENDERS NAMED HEREIN, THE ISSUING LENDERS NAMED HEREIN, BANK OF AMERICA, N.A., as Administrative Agent, Co-Collateral Agent and Swingline Lender WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Collateral Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, CITIGROUP GLOBAL MARKETS (December 13th, 2018)

SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION ASSET-BASED CREDIT AGREEMENT (this "Agreement"), dated as of November 29, 2018, among SEARS HOLDINGS CORPORATION, a Delaware corporation and a debtor and debtor-in-possession ("Holdings"), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation and a debtor and debtor-in-possession ("SRAC"), KMART CORPORATION, a Michigan corporation and a debtor and debtor-in-possession ("Kmart Corp."; Kmart Corp. together with SRAC, the "Borrowers"), the banks, financial institutions and other institutional lenders listed on the signature pages hereof or through an assignment as provided in Section 9.07 hereof, as Revolving Lenders or Term Lenders, as applicable (collectively, the "Lenders"), the ISSUING LENDERS party hereto, BANK OF AMERICA, N.A. ("Bank of America"), as administrative agent (in such capacity, the "Agent"), co-collateral agent, and Swingline Lender, WELLS FARGO BANK, NATIONAL ASSOCIATION, as co-collateral agent (collectively with Bank o

Superpriority Junior Lien Secured Debtor-In-Possession Credit Agreement (December 13th, 2018)

This SUPERPRIORITY JUNIOR LIEN SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this "Agreement"), dated as of November 29, 2018, by and among SEARS HOLDINGS CORPORATION, a Delaware corporation and a debtor and debtor-in-possession ("Holdings"), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation and a debtor and debtor-in-possession ("SRAC"), KMART CORPORATION, a Michigan corporation and a debtor and debtor-in-possession ("Kmart Corp."; Kmart Corp. together with SRAC, the "Borrowers"), the several banks, financial institutions or entities from time to time party hereto as Term Lenders hereunder (each a "Lender" and collectively, the "Lenders"), and CANTOR FITZGERALD SECURITIES, as administrative agent (in such capacity, together with any of its successors and permitted assigns, the "Agent") and collateral agent (in such capacity, together with any of its successors and permitted assigns, "Collateral Agent").

Advanced Emissions Solutions, Inc. – TERM LOAN AND SECURITY AGREEMENT Among (December 13th, 2018)

This TERM LOAN AND SECURITY AGREEMENT (this "Agreement") is entered into as of December 7, 2018, by and between ADVANCED EMISSIONS SOLUTIONS, INC., a Delaware corporation ("Debtor"), certain subsidiaries of Debtor from time to time party hereto, as Guarantors, the several financial institutions from time to time party hereto, as Lenders and THE BANK OF NEW YORK MELLON, as Administrative Agent ("Administrative Agent").

Zais Financial Corp. Common Sto – READY CAPITAL CORPORATION a Corporation Formed Under the Laws of the State of Maryland (December 13th, 2018)

THIS CERTIFIES THAT **Specimen** is the owner of **Zero (0)** fully paid and nonassessable shares of Common Stock, 0.0001 par value per share, of

Gladstone Land Corporation – Gladstone Land Corporation UNDERWRITING AGREEMENT (December 13th, 2018)
15,000,000 Shares HCP, Inc. (A Maryland Corporation) Common Stock (Par Value $1.00 Per Share) UNDERWRITING AGREEMENT (December 13th, 2018)

HCP, Inc., a Maryland corporation (the Company), confirms its agreement with each of the Underwriters named in Schedule A hereto (collectively, the Underwriters, which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as representative (the Representative), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 2,000,000 shares of Common Stock, par value $1.00 per share, of the Company (the Common Stock). The aforesaid 2,000,000 shares of Common Stock to be purchased by the Underwriters are collectively hereinafter called the Securities.

Annaly Capital Management – Annaly Capital Management, Inc. Amended and Restated Bylaws (December 13th, 2018)
Date: December 10, 2018 To: HCP, Inc. (December 13th, 2018)

The purpose of this letter agreement (this Confirmation) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the Transaction). This Confirmation constitutes a Confirmation as referred to in the ISDA Master Agreement specified below.

Health Insurance Innovations I – Regulatory Settlement Agreement (December 13th, 2018)

This REGULATORY SETTLEMENT AGREEMENT (the "Agreement") is entered into this 12th day of December, 2018 by and among (i) Health Insurance Innovations, Inc and Health Plan Intermediaries Holdings, LLC (collectively "Company"); (ii) the Florida Department of Financial Services ("FDFS"); (iii) the Indiana Department of Insurance ("IDOI"); (iv) the Kansas Insurance Department ("KID"); (v) the Office of the Montana State Auditor, Commissioner of Securities and Insurance ("MCSI"); (vi) the Utah Insurance Department ("UID") (FDFS, IDOI, KID, MCSI and UID collectively referred to herein as the "Lead States"); and (vii) the insurance-related regulatory bodies of such other jurisdictions choosing to adopt, agree to and approve this Agreement pursuant to the terms hereof (the "Subscribing Jurisdictions") (Subscribing Jurisdictions and Lead States collectively referred to herein as the "Settling Jurisdictions") (the Settling Jurisdictions and Company are collectively referred to herein as the "Part

Altisource Residential Corporat – Contract (December 13th, 2018)
UBS Commercial Mortgage Trust 2018-C14 – Mortgage Loan Purchase Agreement (December 12th, 2018)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of November 28, 2018, between CIBC Inc., 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 2018-C14 – Mortgage Loan Purchase Agreement (December 12th, 2018)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of November 28, 2018, 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 2018-C14 – Contract (December 12th, 2018)
UBS Commercial Mortgage Trust 2018-C14 – Contract (December 12th, 2018)
Hilltop Holdings – Restricted Stock Unit Award Agreement (December 12th, 2018)

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this Agreement), dated as of the [*] day of [*] 2019, between Hilltop Holdings Inc., a Maryland corporation (the Company), and Martin B. Winges (the Participant).

RREEF Property Trust, Inc. – Recording Requested by and When Recorded Mail To: Stoel Rives LLP (December 12th, 2018)
UBS Commercial Mortgage Trust 2018-C14 – Agreement Between Noteholders (December 12th, 2018)

THIS AGREEMENT BETWEEN NOTEHOLDERS ("Agreement"), dated as of November 9, 2018 by and between KEYBANK NATIONAL ASSOCIATION (together with its successors in interest, "KeyBank"), in its capacity as initial owner of Note A-1 (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"), and Societe Generale Financial Corporation (together with its successors and assigns in interest "SocGen"), in its capacity as initial owner of each of Note A-2 (in such capacity, the "Initial Note A-2 Holder") and Note A-3 (in such capacity, the "Initial Note A-3 Holder" and together with its capacity as the Initial Note A-2 Holder, the "Other Notes Holder", and, collectively with the Initial Note A-1 Holder, the "Initial Note Holders").

UBS Commercial Mortgage Trust 2018-C14 – Mortgage Loan Purchase Agreement (December 12th, 2018)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of November 28, 2018, 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").

Carter Validus Mission Critical REIT II, Inc. – Amendment to Collateral Assignment of Interests (December 12th, 2018)

THIS AMENDMENT TO COLLATERAL ASSIGNMENT OF INTERESTS (this "Amendment"), is made as of December 7, 2018 and between CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership ("Assignor") and KEYBANK NATIONAL ASSOCIATION ("KeyBank"), as Agent for itself and the other Lenders (the "Lenders") from time to time a party to the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as Agent, is hereinafter referred to as "Agent").

UBS Commercial Mortgage Trust 2018-C14 – Contract (December 12th, 2018)
UBS Commercial Mortgage Trust 2018-C14 – Mortgage Loan Purchase Agreement (December 12th, 2018)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of November 28, 2018, 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").

Hilltop Holdings – Employment Agreement (December 12th, 2018)

This Employment Agreement (this Agreement) is dated as of November 20, 2018 (the Execution Date), and is entered into by and between Martin B. Winges (Executive) and Hilltop Holdings Inc., a Maryland corporation (HTH or the Company), on behalf of itself and all of its subsidiaries (collectively Employer). As an inducement to render services to HTHs wholly owned, indirect subsidiary, its regional broker-dealer, Hilltop Securities, Inc., Executive and Employer agree as follows:

Carter Validus Mission Critical REIT II, Inc. – Joinder Agreement (December 12th, 2018)

THIS JOINDER AGREEMENT ("Joinder Agreement") is executed as of December 7, 2018, by EACH OF THE ENTITIES IDENTIFIED AS "JOINING PARTIES" ON THE SIGNATURE PAGES OF THIS JOINDER AGREEMENT (each individually, a "Joining Party" and collectively, the "Joining Parties"), and delivered to KeyBank National Association, as Agent, pursuant to SS5.5 of that certain Third Amended and Restated Credit Agreement dated as of April 27, 2018 (as the same has been and may be further varied, extended, supplemented, consolidated, amended, replaced, renewed, modified or restated, the "Credit Agreement") by and among Carter Validus Operating Partnership II, LP (the "Borrower"), KeyBank National Association, for itself and as Agent, and the other Lenders from time to time party thereto. Terms used but not defined in this Joinder Agreement shall have the meanings defined for those terms in the Credit Agreement.