Michigan Sample Contracts

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INCREMENTAL AMENDMENT NO. 2 (This Amendment), Dated as of December 11, 2017, Among ARAMARK Services, Inc., a Delaware Corporation (The Company or the U.S. Borrower), ARAMARK INTERMEDIATE HOLDCO CORPORATION, a Delaware Corporation (Holdings), Each Subsidiary Guarantor, Each U.S. Term B-1 Lender (As Defined Below) Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders and Collateral Agent for the Secured Parties (In Such Capacities, the Agent) to the Credit Agreement, Dated as of March 28, 2017 (As Amended by Incremental Amendment No. 1, Dated as of September 20, 20 (December 12th, 2017)

CREDIT AGREEMENT dated as of March 28, 2017 (as supplemented by Incremental Amendment No. 1 (as defined below) and Incremental Amendment No. 2 (as defined below) and as the same may be further amended, supplemented or otherwise modified from time to time, this Agreement), among ARAMARK SERVICES, INC., a Delaware corporation (the U.S. Borrower), ARAMARK CANADA LTD., a company organized under the laws of Canada (the Canadian Borrower), ARAMARK INVESTMENTS LIMITED, a limited company incorporated under the laws of England and Wales (the U.K. Borrower), ARAMARK IRELAND HOLDINGS LIMITED, a company incorporated under the laws of Ireland, ARAMARK REGIONAL TREASURY EUROPE, DESIGNATED ACTIVITY COMPANY, a company incorporated under the laws of Ireland (together with Aramark Ireland Holdings Limited, the Irish Borrowers and each an Irish Borrower), ARAMARK HOLDINGS GMBH & CO. KG, a limited partnership (Kommanditgesellschaft) established under the laws of Germany (the German Borrower) and ARAMARK I

PURCHASE AGREEMENT BY AND AMONG IRM DATA CENTERS EXPANSION LLC, IO DATA CENTERS, LLC, THE SELLERS NAMED HEREIN, THE SELLERS REPRESENTATIVE NAMED HEREIN And, Solely With Respect to Articles 1, 10 and 11 and the Other Provisions Related Thereto, IRON MOUNTAIN INCORPORATED Dated as of December 11, 2017 (December 12th, 2017)

This PURCHASE AGREEMENT, dated as of December 11, 2017 (as amended, restated, supplemented or modified from time to time, this Agreement), is by and among IRM DATA CENTERS EXPANSION LLC, a Delaware limited liability company (Buyer), Sterling IO Interco, LLC, a Delaware limited liability company (Sterling Parent) and Innovation Holdings, LLC, a Delaware limited liability company (IO Parent) (Sterling Parent and IO Parent each a Seller and together, the Sellers), IO Data Centers, LLC, a Delaware limited liability company (the Company), Innovation Holdings, LLC, a Delaware limited liability company, solely in its capacity as representative of the Sellers (in such capacity, the Sellers Representative and collectively with Buyer, the Sellers and the Company, the parties) and, solely with respect to Articles 1, 10 and 11 and the other provisions related thereto, Iron Mountain Incorporated, a Delaware corporation (Guarantor).

Third Amendment to Third Amended and Restated Credit Agreement (December 12th, 2017)

THIRD AMENDED AND RESTATED AGREEMENT (this Agreement) dated as of July 21, 2015, as amended April 8, 2016, as further amended February 10, 2017, and as further amended December 12, 2017, among SEARS HOLDINGS CORPORATION, a Delaware corporation (Holdings), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation (SRAC), KMART CORPORATION, a Michigan corporation (Kmart Corp.), the banks, financial institutions and other institutional lenders listed on the signature pages hereof or pursuant to any joinder hereto or through an assignment as provided in Section 9.07 hereof as Revolving Lenders, Term Lenders or 2016 Term Lenders, as applicable (collectively, the Lenders), the ISSUING LENDERS party hereto, BANK OF AMERICA, N.A. (the Bank), as administrative agent (the Agent), Co-Collateral Agent, and Swingline Lender, WELLS FARGO BANK, NATIONAL ASSOCIATION, as co-collateral agent (collectively, with the Bank in such capacity, the Co-Collateral Agents), WELLS FARGO BANK, NATIONAL ASSOCIATION, as

Nicholas Financial – Employment Agreement (December 11th, 2017)

THIS AGREEMENT (this Agreement) is entered into as of the 12th day of December, 2017 by NICHOLAS FINANCIAL, INC., a British Columbia, Canada corporation (the Company), and DOUGLAS MAROHN (the Employee).

Superior Industries International, Inc. – Contract (December 11th, 2017)

PLEASE NOTE THAT THIS TRANSLATION OF THE GERMAN DOMINATION AND PROFIT LOSS TRANSFER AGREEMENT IS FOR CONVENIENCE PURPOSES ONLY. IN CASE OF DISCREPANCIES BETWEEN THE GERMAN ORIGINAL AND THE ENGLISH TRANSLATION ONLY THE GERMAN VERSION SHALL PREVAIL. NEITHER SUPERIOR INDUSTRIES INTERNATIONAL GERMANY AG NOR UNIWHEELS AG ASSUMES RESPONSIBILITY FOR ANY MISTAKES, OMISSIONS OR OTHER INACCURACIES CONTAINED IN THIS TRANSLATION.

Coca-Cola Plaza Atlanta, Georgia (December 8th, 2017)

We thank you very much for all of your contributions to the Coca-Cola system. This letter outlines the terms of your separation. All applicable elements of your separation package will be paid under the terms of the relevant policies and plans of The Coca-Cola Company (the "Company").

Car Charging Group – Contract (December 8th, 2017)

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Third Loan Modification Agreement (December 8th, 2017)

This Third Loan Modification Agreement (this Loan Modification Agreement) is entered into as of December 6, 2017, by and among (a) SILICON VALLEY BANK, a California corporation (SVB), in its capacity as Administrative Agent (Agent), (b) SVB, as a Revolving Line Lender and as a Term Loan Lender, MIDCAP FUNDING IV TRUST, a Delaware statutory trust, as a Revolving Line Lender (in such capacity and together with its successors and assigns, MidCap Revolving Line Lender), MIDCAP FUNDING III TRUST, a Delaware statutory trust, ELM 2016-1 TRUST, a Delaware statutory trust, each as a Term Loan Lender, and MIDCAP FINANCIAL TRUST, a Delaware statutory trust, as a Term Loan 2017 Lender (in such capacity and together with their respective successors and assigns, MidCap Term Loan Lender; SVB, the MidCap Revolving Line Lender and the MidCap Term Loan Lender are each referred to herein as a Lender and collectively, the Lenders), and (c) VERICEL CORPORATION, a Michigan corporation (the Borrower).

Contract (December 8th, 2017)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

Amended and Restated Credit Agreement (December 7th, 2017)

This Credit Agreement is made and entered into as of this 4th day of October, 2017, by and between NewBevCo, Inc., a Delaware corporation (the "Borrower") and Branch Banking and Trust Company (the "Bank").

U.S. $150,000,000 LOAN AND SECURITY AGREEMENT Dated as of December 1, 2017 Among CAC WAREHOUSE FUNDING LLC VII, as the Borrower, CREDIT ACCEPTANCE CORPORATION, Individually and as the Originator, the Servicer and the Custodian, THE LENDERS FROM TIME TO TIME PARTY HERETO, THE MANAGING AGENTS FROM TIME TO TIME PARTY HERETO, CREDIT SUISSE AG, NEW YORK BRANCH, as the Deal Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Collateral Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Backup Servicer (December 7th, 2017)

CREDIT ACCEPTANCE CORPORATION, a Michigan corporation ("Credit Acceptance", the "Originator", the "Servicer" or the "Custodian");

Amended and Restated Intercreditor Agreement (December 7th, 2017)

This Amended and Restated Intercreditor Agreement (this "Agreement"), dated December 1, 2017, is among Credit Acceptance Corporation ("CAC"), CAC Warehouse Funding Corporation II ("Warehouse Funding II"), CAC Warehouse Funding LLC IV ("Warehouse Funding IV"), CAC Warehouse Funding LLC V ("Warehouse Funding V"), CAC Warehouse Funding LLC VI ("Warehouse Funding VI"), CAC Warehouse Funding LLC VII ("Warehouse Funding VII"), Credit Acceptance Funding LLC 2017-3 ("Funding 2017-3"), Credit Acceptance Funding LLC 2017-2 ("Funding 2017-2"), Credit Acceptance Funding LLC 2017-1 ("Funding 2017-1"), Credit Acceptance Funding LLC 2016-3 ("Funding 2016-3"), Credit Acceptance Funding LLC 2016-2 ("Funding 2016-2"), Credit Acceptance Funding LLC 2016-1 ("Funding 2016-1"), Credit Acceptance Funding LLC 2015-2 ("Funding 2015-2"), Credit Acceptance Funding LLC 2015-1 ("Funding 2015-1"), Credit Acceptance Auto Loan Trust 2017-3 (the "2017-3 Trust"), Credit Acceptance Auto Loan Trust 2017-2 (the "2017-2 Tr

Contribution Agreement (December 7th, 2017)

This CONTRIBUTION AGREEMENT, dated as of December 1, 2017 (the "Agreement"), is made between CREDIT ACCEPTANCE CORPORATION, a Michigan corporation ("CAC"), and CAC WAREHOUSE FUNDING LLC VII, a Delaware limited liability company ("Funding").

Entellus Medical – Form of Voting Agreement (December 7th, 2017)

This VOTING AGREEMENT, dated as of December 7, 2017 (this Agreement), is made and entered into by and between Stryker Corporation, a Michigan corporation (Parent), and the undersigned stockholder (Stockholder) of Entellus Medical, Inc., a Delaware corporation (the Company). Parent and Stockholder are referred to individually as a Party and collectively as the Parties.

Fogo de Chao, Inc. – Fogo De Chao, Inc. 2015 Omnibus Incentive Plan NOTICE OF RESTRICTED STOCK AWARD 2017 GrantPerformance Vesting (December 7th, 2017)

You have been granted a restricted stock award (this Award or Restricted Stock) on the following terms and subject to the provisions of Attachment A and the Fogo de Chao, Inc. 2015 Omnibus Incentive Plan (the Plan). Unless defined in this award agreement (including Attachment A and Exhibit A therein, this Agreement), capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.

Backup Servicing Agreement (December 7th, 2017)

BACKUP SERVICING AGREEMENT (the "Agreement"), dated as of December 1, 2017, among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association ("Wells Fargo" or the "Backup Servicer" and, in its capacity as collateral agent, the "Collateral Agent"), CREDIT ACCEPTANCE CORPORATION, a Michigan corporation ("Credit Acceptance" or the "Servicer"), CREDIT SUISSE AG, NEW YORK BRANCH (in its capacity as deal agent, the "Deal Agent") and CAC WAREHOUSE FUNDING LLC VII, a Delaware limited liability company (the "Borrower").

CREDIT AGREEMENT Dated as of December 6, 2017 Among SERVICE CORPORATION INTERNATIONAL, as Borrower, the Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., WELLS FARGO BANK, NATIONAL ASSOCIATION and SUNTRUST BANK, as Co-Syndication Agents and BBVA COMPASS, THE BANK OF NOVA SCOTIA, FIFTH THIRD BANK, U.S. BANK NATIONAL ASSOCIATION and REGIONS BANK, as Co-Documentation Agents JPMORGAN CHASE BANK, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, WELLS FARGO SECURITIES, LLC and SUNTRUST ROBINSON HUMPHREY, INC., as Joint Bookrunners and Joint Lea (December 7th, 2017)

THIS CREDIT AGREEMENT (this Agreement), dated as of December 6, 2017, is entered into among Service Corporation International, a Texas corporation, the Lenders party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., Wells Fargo Bank, National Association and SunTrust Bank, as Co-Syndication Agents and BBVA Compass, The Bank of Nova Scotia, Fifth Third Bank, U.S. Bank National Association and Regions Bank, as Co-Documentation Agents.

Entellus Medical – AGREEMENT AND PLAN OF MERGER by and Among STRYKER CORPORATION, EXPLORER MERGER SUB CORP. And ENTELLUS MEDICAL, INC., Dated as of December 7, 2017 (December 7th, 2017)

THIS AGREEMENT AND PLAN OF MERGER, (this Agreement), dated as of December 7, 2017, is made by and among Stryker Corporation, a Michigan corporation (Parent), Explorer Merger Sub Corp., a Delaware corporation and a direct or indirect wholly owned Subsidiary of Parent (Merger Sub), and Entellus Medical, Inc., a Delaware corporation (the Company). Defined terms used in this Agreement have the respective meanings ascribed to them herein.

Loan Agreement Dated as of December 4, 2017 Chemical Bank (December 6th, 2017)

LOAN AGREEMENT (the "Agreement"), dated December 4, 2017, between PERCEPTION, INC., a Michigan corporation ("Borrower") and CHEMICAL BANK ("Bank").

Promissory Note (December 6th, 2017)

This Promissory Note (this "Note") is the promissory note described in that certain Loan Agreement of even date herewith between the Lender and the Borrower (as amended, restated, or otherwise superseded from time to time, the "Loan Agreement"). This is a note under which advances, repayments and re-advances may be made from time to time. Capitalized terms used but not otherwise defined in this Note shall have the meanings given them in the Loan Agreement. This Note is issued pursuant to, entitled to the benefit of, and secured by the liens and security interests described in, the Loan Agreement and the other Loan Documents, but the foregoing reference to the Loan Agreement and the other Loan Documents shall not affect or impair the absolute and unconditional obligation of the Borrower to pay all amounts evidenced by this Note in accordance with its terms. Reference is hereby made to any loan agreements, notes, security agreements, leases, mortgages, guaranties, pledges and any other d

Independent Bank Corporation – Non-Competition and Non-Solicitation Agreement (December 5th, 2017)

This NON-COMPETITION AND NON-SOLICITATION AGREEMENT (the "Agreement"), effective as of December 4, 2017, is entered into by and between [*] (the "Director"), and Independent Bank Corporation, a Michigan corporation ("IBC").

Independent Bank Corporation – Non-Competition and Non-Solicitation Agreement (December 5th, 2017)

This NON-COMPETITION AND NON-SOLICITATION AGREEMENT (the "Agreement"), effective as of December 4, 2017, is entered into by and between [*] (the "Director"), and Independent Bank Corporation, a Michigan corporation ("IBC").

CSAIL 2017-C8 Commercial Mortgage Trust – AMENDED AND RESTATED CO-LENDER AGREEMENT Dated as of November 30, 2017 Between BENEFIT STREET PARTNERS CRE FINANCE LLC (Note A-1 Holder) and WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF THE CSAIL COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C8, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-C8 (Note A-2 Holder) and BENEFIT STREET PARTNERS CRE FINANCE LLC (Note A-3 Holder) and BENEFIT STREET PARTNERS CRE FINANCE LLC (Note A-4 Holder) and BENEFIT STREET PARTNERS CRE FINANCE LLC (Note A-5 Holder) and BENEFIT STREET PARTNERS CRE FINANCE (December 5th, 2017)

THIS AMENDED AND RESTATED CO-LENDER AGREEMENT (the "Agreement"), dated as of November 30, 2017, is between BENEFIT STREET PARTNERS CRE FINANCE LLC, a Delaware limited liability company ("BSP"), having an address at 9 West 57th Street, Suite 4920, New York, New York 10019, as the holder of Note A-1, Wilmington Trust, National Association, a national banking association ("WTNA"), having an address at 1100 North Market Street, Wilmington, Delaware 19890, as trustee for the benefit of the registered holders of the CSAIL Commercial Mortgage Securities Trust 2017-C8, Commercial Mortgage Pass-Through Certificates, Series 2017-C8, as the holder of Note A-2, BSP, as the holder of Note A-3, BSP, as the holder of Note A-4, BSP, as the holder of Note A-5 and BSP, as the holder of Note A-6.

Independent Bank Corporation – AGREEMENT AND PLAN OF MERGER BY AND BETWEEN INDEPENDENT BANK CORPORATION AND TCSB BANCORP, INC. Dated as of December 4, 2017 (December 5th, 2017)

This Agreement and Plan of Merger (this "Plan of Merger") is made as of December 4, 2017, by and between INDEPENDENT BANK CORPORATION, a Michigan corporation ("Purchaser"), and TCSB BANCORP, INC., a Michigan corporation ("Company").

Second Amendment to Credit Agreement (December 4th, 2017)

The Borrowers have requested that the Lenders provide a revolving credit facility, and the Lenders are willing to lend and the L/C Issuer is willing to issue Letters of Credit, in each case on the terms and conditions set forth herein.

BreitBurn Energy Partners, L.P. – First Amendment to Amended and Restated Restructuring Support Agreement (December 4th, 2017)

Breitburn Energy Partners LP (9953); Breitburn GP LLC (9948); Breitburn Operating LP (5529); Breitburn Operating GP LLC (5525); Breitburn Management Company LLC (2858); Breitburn Finance Corporation (2548); Alamitos Company (9156); Beaver Creek Pipeline, L.L.C. (7887); Breitburn Florida LLC (7424); Breitburn Oklahoma LLC (4714); Breitburn Sawtelle LLC (7661); Breitburn Transpetco GP LLC (7222); Breitburn Transpetco LP LLC (7188); GTG Pipeline LLC (3760); Mercury Michigan Company, LLC (3380); Phoenix Production Company (1427); QR Energy, LP (3069); QRE GP, LLC (2855); QRE Operating, LLC (9097); Terra Energy Company LLC (9616); Terra Pipeline Company LLC (3146); and Transpetco Pipeline Company, L.P. (2620), the above-captioned debtors, as plan proponents, propose the following chapter 11 plan pursuant to section 1121(a) of title 11 of the United States Code.

BreitBurn Energy Partners, L.P. – First Amendment to Amended and Restated Backstop Commitment Agreement (December 4th, 2017)

This FIRST AMENDMENT TO AMENDED AND RESTATED BACKSTOP COMMITMENT AGREEMENT (this "BCA Amendment") dated November 28, 2017 is entered into between:

Northern States Power Co – Supplemental Trust Indenture (December 4th, 2017)

Supplemental Trust Indenture, made effective as of the 1st day of November, 2017, by and between NORTHERN STATES POWER COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of Wisconsin, having its principal office in the City of Eau Claire, Wisconsin (the "Company"), party of the first part, and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under and by virtue of the laws of the United States of America, having its principal office in the City of St. Paul, Minnesota, as successor trustee (the "Trustee"), party of the second part;

BreitBurn Energy Partners, L.P. – Disclosure Statement For (December 4th, 2017)

The Debtors believe the Plan is in the best interests of all stakeholders and urge the holders of Claims in Classes 3, 4, 5A, 5B, and 6 to vote in favor thereof.

At&T Inc. $85,856,000 7.120% Global Notes Due 2097 $32,050,000 6.650% Global Notes Due 2095 $45,534,000 7.000% Global Notes Due 2095 $1,750,725,000 5.150% Global Notes Due 2046 $379,000 5.850% Global Notes Due 2045 $8,040,000 5.950% Global Notes Due 2038 $71,388,000 6.000% Global Notes Due 2034 $143,801,000 6.550% Global Notes Due 2034 $148,730,000 7.125% Global Notes Due 2031 $217,786,000 8.250% Global Notes Due 2031 $169,287,000 6.875% Global Notes Due 2031 $216,393,000 8.750% Global Notes Due 2031 $201,852,000 7.875% Global Notes Due 2030 $6,820,000 6.500% Global Notes Due 2029 $95,418,000 (December 4th, 2017)

Memorandum), related thereto. The Initial Securities will be issued upon the terms set forth in the Offering Memorandum, as amended by the Companys Press Release dated November 13, 2017, for which the parties listed on Schedule I hereto have severally agreed to act as dealer managers (the Dealer Managers), pursuant to a dealer manager agreement, dated as of October 30, 2017, as amended by the Amendment to the Dealer Manager Agreement, dated as of October 31, 2017 (the Dealer Manager Agreement), among the Company and the several Dealer Managers. The Initial Securities will be issued pursuant to an Indenture, dated as of May 15, 2013 (the Indenture), between the Company and The Bank of New York Mellon, as trustee (the Trustee). As an inducement to the Dealer Managers, the Company agrees with the Dealer Managers, for the benefit of the holders of the Initial Securities and the Exchange Securities (as defined below) (collectively the Holders), as follows:

REXAIR LLC RETIREMENT SAVINGS AND INVESTMENT PLAN as Amended and Restated Effective January 1, 2018 (December 1st, 2017)

Rexair LLC (Rexair) established the Rexair LLC Retirement Savings and Investment Plan (the Plan), effective as of March 25, 2000, for the purpose of providing retirement benefits to eligible employees of Rexair and other adopting employers. Effective as of the close of business on December 31, 2017, Rexair transferred, and Newell Operating Company (the Company) assumed, sponsorship of, the Plan. The Company hereby amends and restates the Plan in its entirety, effective as of January 1, 2018.

GS Mortgage Securities Trust 2017-GS8 – Contract (November 30th, 2017)
CSAIL 2017-CX10 Commercial Mortgage Trust – AMENDED AND RESTATED CO-LENDER AGREEMENT Dated as of November 30, 2017 Between BENEFIT STREET PARTNERS CRE FINANCE LLC (Note A-1 Holder) and WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF THE CSAIL COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C8, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-C8 (Note A-2 Holder) and BENEFIT STREET PARTNERS CRE FINANCE LLC (Note A-3 Holder) and BENEFIT STREET PARTNERS CRE FINANCE LLC (Note A-4 Holder) and BENEFIT STREET PARTNERS CRE FINANCE LLC (Note A-5 Holder) and BENEFIT STREET PARTNERS CRE FINANCE (November 30th, 2017)

THIS AMENDED AND RESTATED CO-LENDER AGREEMENT (the "Agreement"), dated as of November 30, 2017, is between BENEFIT STREET PARTNERS CRE FINANCE LLC, a Delaware limited liability company ("BSP"), having an address at 9 West 57th Street, Suite 4920, New York, New York 10019, as the holder of Note A-1, Wilmington Trust, National Association, a national banking association ("WTNA"), having an address at 1100 North Market Street, Wilmington, Delaware 19890, as trustee for the benefit of the registered holders of the CSAIL Commercial Mortgage Securities Trust 2017-C8, Commercial Mortgage Pass-Through Certificates, Series 2017-C8, as the holder of Note A-2, BSP, as the holder of Note A-3, BSP, as the holder of Note A-4, BSP, as the holder of Note A-5 and BSP, as the holder of Note A-6.

Wells Fargo Commercial Mortgage Trust 2017-C41 – CO-LENDER AGREEMENT Dated as of November 29, 2017 Between TUEBOR TRS II LLC (Note A-1-A Holder) and TUEBOR TRS II LLC (Note A-1-B Holder) and TUEBOR TRS II LLC (Note A-2 Holder) (November 30th, 2017)

THIS CO-LENDER AGREEMENT (the "Agreement"), dated as of November 29, 2017, is between TUEBOR TRS II LLC, a Michigan limited liability company ("TTRS"), having an address at c/o Marsh Captive Solutions, 100 Bank Street, Suite 610, Burlington, Vermont 05401, as the holder of Note A-1-A, TTRS, as the holder of Note A-1-B and TTRS, as the holder of Note A-2.

UBS Commercial Mortgage Trust 2017-C5 – CO-LENDER AGREEMENT Dated as of November 16, 2017 Between TUEBOR TRS II LLC (Note A-1 Holder) and TUEBOR TRS II LLC (Note A-2 Holder) (November 29th, 2017)

THIS CO-LENDER AGREEMENT (the "Agreement"), dated as of November 16, 2017, is between TUEBOR TRS II LLC, a Michigan limited liability company ("TTRS"), having an address at c/o Marsh Captive Solutions, 100 Bank Street, Suite 610, Burlington, Vermont 05401, as the holder of Note A-1 and TTRS, as the holder of Note A-2.