Mayer Brown Sample Contracts

Morgan Stanley Capital I Trust 2018-H3 – Contract (July 12th, 2018)
Fourth Omnibus Amendment (July 12th, 2018)

THIS NOTE PURCHASE AGREEMENT (the "Agreement"), dated as of February 24, 2017, is by and among CONN'S RECEIVABLES WAREHOUSE, LLC, as issuer (the "Issuer"), CONN APPLIANCES RECEIVABLES FUNDING, LLC, as depositor (the "Depositor"), CONN APPLIANCES, INC., as servicer (in such capacity, the "Servicer") and as sponsor (in such capacity, the "Sponsor"), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as primary note purchaser (the "Primary Note Purchaser"), the CONDUITS (as defined below) party hereto from time to time, and CREDIT SUISSE AG, NEW YORK BRANCH, in its capacity as Administrative Agent.

BANK OF MONTREAL U.S. $750,000,000 Gold Deposit Receipts of Vaulted Gold Bullion Trust Second Amended and Restated Distribution Agreement (July 11th, 2018)

Vaulted Gold Bullion Trust, a Delaware trust (the "Trust"), and Bank of Montreal, a Canadian chartered bank (the "Initial Depositor" and together with the Trust, the "Offerors") and BMO Capital Markets Corp. are parties to that certain Amended and Restated Distribution Agreement, dated May 11, 2017 (the "Distribution Agreement"). Now the Offerors and BMO Capital Markets Corp. have agreed to amend and restate the Distribution Agreement in its entirety as follows:

UBS Commercial Mortgage Trust 2018-C11 – Contract (July 10th, 2018)
Consent and Amendment No. 3 to Credit Agreement (July 5th, 2018)

FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this Agreement) dated as of February 27, 2017, among FRONTIER COMMUNICATIONS CORPORATION, a Delaware corporation (the Borrower), the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent. All capitalized terms used herein and defined in Article I are used herein as defined therein.

GSV Growth Credit Fund Inc. – Demand Loan Agreement (June 27th, 2018)

The Borrower referred to below has applied for, and CIBC Bank USA (the "Bank") has approved the establishment of, the Loan Account into which the Borrower (or any other entity that becomes a party hereto pursuant to Section 22 hereof as a Borrower Party) may, pursuant to this Demand Loan Agreement dated as of June 22, 2018 (this "Agreement"), from time to time request Loans up to the Maximum Credit. Interest on such Loans is computed, and the Borrower Parties shall make principal payments, as set forth below.

Ally Auto Receivables Trust 2018-3 – Pooling Agreement Between Ally Auto Assets Llc and Ally Bank Dated as of June 27, 2018 (June 27th, 2018)

THIS POOLING AGREEMENT, dated as of June 27, 2018, is between ALLY AUTO ASSETS LLC, a Delaware limited liability company (Ally Auto), and ALLY BANK, a Utah chartered bank (the Seller).

GSV Growth Credit Fund Inc. – Pledge Agreement (June 27th, 2018)

THIS Pledge Agreement, is dated as of June 22, 2018, by and between RUNWAY GROWTH CREDIT FUND INC., a Maryland corporation (the "Pledgor"), and CIBC BANK USA (the "Bank").

GSV Growth Credit Fund Inc. – Revolving Loan Agreement (June 27th, 2018)

The Borrower referred to below has applied for, and CIBC Bank USA (the "Bank") has approved the establishment of, the Loan Account into which the Borrower (or any other entity that becomes a party hereto pursuant to Section 22 hereof as a Borrower Party) may, pursuant to this Revolving Loan Agreement dated as of June 22, 2018 (this "Agreement"), from time to time request Loans up to the Maximum Credit. Interest on such Loans is computed, and the Borrower Parties shall make principal payments, as set forth below.

Hennessy Capital Acquisition Corp. III – Backstop and Subscription Agreement (June 26th, 2018)

This BACKSTOP AND SUBSCRIPTION AGREEMENT (this "Subscription Agreement") is entered into this 25th day of June, 2018, by and between Hennessy Capital Acquisition Corp. III, a Delaware corporation (the "Issuer"), and Nomura Securities International, Inc., a corporation formed under the laws of the State of New York ("Subscriber").

Hennessy Capital Acquisition Corp. III – Backstop and Subscription Agreement (June 26th, 2018)

This BACKSTOP AND SUBSCRIPTION AGREEMENT (this "Subscription Agreement") is entered into this 25th day of June, 2018, by and between Hennessy Capital Acquisition Corp. III, a Delaware corporation (the "Issuer"), and Nomura Securities International, Inc., a corporation formed under the laws of the State of New York ("Subscriber").

Ally Auto Receivables Trust 2018-3 – Pooling Agreement Between Ally Auto Assets Llc and Ally Bank Dated as of June 27, 2018 (June 20th, 2018)

THIS POOLING AGREEMENT, dated as of June 27, 2018, is between ALLY AUTO ASSETS LLC, a Delaware limited liability company (Ally Auto), and ALLY BANK, a Utah chartered bank (the Seller).

Tapimmune Inc – Securities Purchase Agreement (June 8th, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of June [*], 2018, between TapImmune Inc., a Nevada corporation (the "Company"), and the purchaser identified on the signature pages hereto (the "Purchaser").

Perspecta Inc. – Second Amendment to Master Accounts Receivable Purchase Agreement (June 6th, 2018)

This SECOND AMENDMENT to the MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENT (this Amendment), is made and entered into as of May 31, 2018 (as it may be modified, supplemented or amended from time to time in accordance with its terms) by and among the following parties:

Bank 2018-Bnk12 – Article Ii Conveyance of Mortgage Loans; Original Issuance of Certificates (May 30th, 2018)

This Pooling and Servicing Agreement is dated and effective as of May 1, 2018, among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.

Bank 2018-Bnk12 – Contract (May 30th, 2018)
Bank 2018-Bnk12 – Contract (May 30th, 2018)
Envestnet Inc – ENVESTNET, INC. 1.75% Convertible Notes Due 2023 Purchase Agreement (May 25th, 2018)
Eighth Amendment to Credit Agreement and Amendment to Collateral Agreement (May 24th, 2018)

EIGHTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO COLLATERAL AGREEMENT, dated as of May 23, 2018 (this Amendment), to the Credit Agreement, dated as of May 24, 2012 (as amended, amended and restated, modified or supplemented from time to time prior to the date hereof, the Credit Agreement), among EPE Acquisition, LLC, a Delaware limited liability company (successor-by-merger to EPE Holdings, LLC) (Holdings), EP Energy LLC (f/k/a Everest Acquisition LLC), a Delaware limited liability company and a wholly-owned subsidiary of Holdings (the Borrower), the banks, financial institutions and other lending institutions from time to time parties as lenders thereto (each a Lender and collectively, the Lenders), JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the Administrative Agent) and as collateral agent for the Lenders, the swingline lender and an issuer of Letters of Credit, and each other Issuing Bank from time to time party thereto.

Bank 2018-Bnk11 – Article Ii Conveyance of Mortgage Loans; Original Issuance of Certificates (May 23rd, 2018)

This Pooling and Servicing Agreement is dated and effective as of May 1, 2018, among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.

Wells Fargo Commercial Mortgage Trust 2018-C44 – Contract (May 17th, 2018)
Wells Fargo Commercial Mortgage Trust 2018-C44 – Contract (May 17th, 2018)
GWG Holdings, Inc. – Amended and Restated Master Exchange Agreement (May 11th, 2018)

This Amended and Restated Master Exchange Agreement (this "Agreement"), effective as of January 12, 2018, amends and restates in its entirety that certain Master Exchange Agreement dated as of January 12, 2018, by and among GWG HOLDINGS, INC., a Delaware corporation ("GWG"), GWG LIFE, LLC, a Delaware limited liability company and wholly owned Subsidiary of GWG ("GWG LIFE"), THE BENEFICIENT COMPANY GROUP, L.P., a Delaware limited partnership (the "Company"), MHT FINANCIAL SPV, LLC, a Delaware limited liability company and wholly owned subsidiary of MHT Financial, L.L.C. ("MHT SPV"), and each of the EXCHANGE TRUSTS set out on Schedule I (together with such additional Exchange Trusts that become a party hereto by joinder prior to the Closing, each a "Seller Trust" and collectively the "Seller Trusts"), and as agreed to and accepted by Murray T. Holland and Jeffrey S. Hinkle as trust advisors to the Seller Trusts (the "Trust Advisors").

Signature Group Hold – May 9, 2018 Elah Holdings, Inc. 8214 Westchester Drive, Suite 950 Dallas, Texas 75225 (May 9th, 2018)

Elah Holdings, Inc., formerly known as Real Industry, Inc. ("Holdings" or "you"), has advised The Private Credit Group of Goldman Sachs Asset Management, L.P. (on behalf of one or more of its managed funds or accounts, "GSAM" or "we") that Holdings intends to explore an acquisition or other business combination (the "Acquisition Strategy") with one or more unidentified businesses (the "Target") after confirmation and the effective date of the Plan of Reorganization (as such term is defined below). You have requested us to provide and/or to use our commercially reasonable efforts to arrange a syndicate of financial institutions to provide up to $500,000,000 of senior secured term loans (the "Credit Facility") to support the Acquisition Strategy. On November 17, 2017, Holdings and certain of its subsidiaries filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code, and such chapter 11 cases are being jointly administered under the case captioned In re Real Industry,

OSHKOSH CORPORATION 4.600% Senior Unsecured Notes Due 2028 Underwriting Agreement (May 7th, 2018)
Transaction Agreement Dated as of May 6, 2018 by and Between Starbucks Corporation and Nestle S.A. (May 7th, 2018)

This TRANSACTION AGREEMENT (this Agreement), dated as of May 6, 2018, is entered into by and between Starbucks Corporation, a Washington corporation (Seller), and Nestle S.A., a societe anonyme organized under the laws of Switzerland (Buyer, and together with the Seller, the Parties, and each of the Parties, a Party).

Sterling Jewelers Inc., Zale Delaware, Inc., Signet Jewelers Limited and CLSIG Acquisition Trust RECEIVABLES SALE AND PURCHASE AGREEMENT Dated April 30, 2018 (May 2nd, 2018)

THIS RECEIVABLES SALE AND PURCHASE AGREEMENT (this "Agreement") effective as of April 30, 2018, is made by and between Sterling Jewelers Inc., a Delaware corporation, having its principal location in Ghent Ohio ("Sterling"), Zale Delaware, Inc., a Delaware corporation ("Zale") solely with respect to the Zale Receivables (defined below) (each of Sterling and Zale (as applicable) and collectively, "Seller"), Signet Jewelers Limited, a Bermudan corporation, solely as the Guarantor (defined below), and CLSIG Acquisition Trust, a Delaware statutory trust having its principal location in Wilmington, Delaware ("Company").

CAPITAL ONE FINANCIAL CORPORATION $1,250,000,000 3.450% Senior Notes Due 2021 $750,000,000 4.250% Senior Notes Due 2025 UNDERWRITING AGREEMENT (April 30th, 2018)
DCT Industrial Operating Partnership LP – Agreement and Plan of Merger by and Among Prologis, Inc., Prologis, L.P., Dct Industrial Trust Inc. And Dct Industrial Operating Partnership Lp Dated as of April 29, 2018 (April 30th, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of April 29, 2018, is made by and among PROLOGIS, INC., a Maryland corporation (Parent), PROLOGIS, L.P., a Delaware limited partnership (Parent OP and, together with Parent, the Parent Parties), DCT INDUSTRIAL TRUST INC., a Maryland corporation (the Company), and DCT INDUSTRIAL OPERATING PARTNERSHIP LP, a Delaware limited partnership (the Partnership and, together with the Company, the Company Parties). Parent, Parent OP, the Company and the Partnership are each sometimes referred to herein as a Party and, collectively, as the Parties.

Prologis, L.P. – Agreement and Plan of Merger by and Among Prologis, Inc., Prologis, L.P., Dct Industrial Trust Inc. And Dct Industrial Operating Partnership Lp Dated as of April 29, 2018 (April 30th, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of April 29, 2018, is made by and among PROLOGIS, INC., a Maryland corporation (Parent), PROLOGIS, L.P., a Delaware limited partnership (Parent OP and, together with Parent, the Parent Parties), DCT INDUSTRIAL TRUST INC., a Maryland corporation (the Company), and DCT INDUSTRIAL OPERATING PARTNERSHIP LP, a Delaware limited partnership (the Partnership and, together with the Company, the Company Parties). Parent, Parent OP, the Company and the Partnership are each sometimes referred to herein as a Party and, collectively, as the Parties.

Ally Auto Receivables Trust 2018-2 – Pooling Agreement Between Ally Auto Assets Llc and Ally Bank Dated as of April 30, 2018 (April 30th, 2018)

THIS POOLING AGREEMENT, dated as of April 30, 2018, is between ALLY AUTO ASSETS LLC, a Delaware limited liability company (Ally Auto), and ALLY BANK, a Utah chartered bank (the Seller).

CREDIT AGREEMENT Dated as of April 25, 2018 Among KBR, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the Other Lenders Party Hereto BNP PARIBAS, CITIBANK, N.A., MUFG BANK, LTD., THE BANK OF NOVA SCOTIA, SUNTRUST BANK and BBVA COMPASS, as Co- Syndication Agents SUMITOMO MITSUI BANKING CORPORATION, REGIONS CAPITAL MARKETS, a DIVISION OF REGIONS BANK, BARCLAYS BANK PLC CAPITAL ONE NATIONAL ASSOCIATION, HSBC SECURITIES (USA) INC., CITIZENS BANK, NATIONAL ASSOCIATION and STANDARD CHARTERED BANK, as Co-Documentation Agents SUMITOMO MIT (April 27th, 2018)
Bank 2018-Bnk11 – Contract (April 26th, 2018)
LUIS MUNOZ MARIN INTERNATIONAL AIRPORT LEASE AGREEMENT Dated as Of (April 26th, 2018)

This LUIS MUNOZ MARIN INTERNATIONAL AIRPORT LEASE AGREEMENT (this Agreement) is made and entered into as of this 24th day of July, 2012 (the Date of this Agreement), by and between the Puerto Rico Ports Authority (the Authority), a public corporation and governmental instrumentality of the Commonwealth of Puerto Rico, created pursuant to Act No. 125 of the Legislative Assembly of Puerto Rico enacted on May 7, 1942, as amended, and Aerostar Airport Holdings, LLC (the Lessee), a limited liability company organized under the laws of the Commonwealth of Puerto Rico.

Bank 2018-Bnk11 – Contract (April 26th, 2018)