Missouri Sample Contracts

California Republic Auto Receivables Trust 2018-1 – MECHANICS BANK, as Seller, and CALIFORNIA REPUBLIC FUNDING, LLC, as Purchaser RECEIVABLES PURCHASE AGREEMENT Dated as of June 1, 2018 (June 22nd, 2018)

This RECEIVABLES PURCHASE AGREEMENT, dated as of June 1, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), is between MECHANICS BANK, a California corporation authorized to transact a banking business (the "Seller"), and CALIFORNIA REPUBLIC FUNDING, LLC, a Delaware limited liability company (the "Purchaser").

Allakos Inc. – Allakos Inc. Amended and Restated Investors Rights Agreement (June 22nd, 2018)

This Amended and Restated Investors Rights Agreement (this Agreement) made as of November 30, 2017, by and among Allakos Inc., a Delaware corporation (the Company), and the persons and entities listed on Exhibit A (each, an Investor and collectively, the Investors).

Energizer Holdings, Inc. – Amendment No. 3 to Credit Agreement (June 22nd, 2018)

AMENDMENT NO. 3 dated as of June 21, 2018 (this Amendment), to the Credit Agreement dated as of June 30, 2015 (as amended, amended and restated, supplemented, extended, refinanced or otherwise modified prior to the date hereof, the Credit Agreement) among Energizer Holdings, Inc., a Missouri corporation (the Borrower), the Lenders from time to time party thereto (the Lenders) and JPMorgan Chase Bank, N.A., as Administrative Agent (the Administrative Agent).

California Republic Auto Receivables Trust 2018-1 – CALIFORNIA REPUBLIC AUTO RECEIVABLES TRUST 2018-1, as Issuer, MECHANICS BANK, as Servicer, and CENTER STREET FINANCE, LP, as Asset Representations Reviewer ASSET REPRESENTATIONS REVIEW AGREEMENT Dated as of June 1, 2018 (June 22nd, 2018)

This ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of June 1, 2018 (as amended, restated or otherwise modified from time to time, this "Agreement"), is among California Republic Auto Receivables Trust 2018-1, a Delaware statutory trust, as issuer (the "Issuer"), Mechanics Bank, a California corporation authorized to transact a banking business, as servicer (the "Servicer"), and Center Street Finance, LP, a Texas limited partnership, as asset representations reviewer (the "Asset Representations Reviewer").

Citigroup Commercial Mortgage Trust 2018-C5 – CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER, LADDER CAPITAL FINANCE LLC, SELLER, LADDER CAPITAL FINANCE HOLDINGS LLLP, SERIES REIT OF LADDER CAPITAL FINANCE HOLDINGS LLLP, and SERIES TRS OF LADDER CAPITAL FINANCE HOLDINGS LLLP MORTGAGE LOAN PURCHASE AGREEMENT Dated as of June 1, 2018 Citigroup Commercial Mortgage Trust 2018-C5 Commercial Mortgage Pass-Through Certificates, Series 2018-C5 (June 21st, 2018)

This Mortgage Loan Purchase Agreement ("Agreement"), dated as of June 1, 2018, is between Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, as purchaser (the "Purchaser"), Ladder Capital Finance LLC, a Delaware limited liability company, as seller (the "Seller"), Ladder Capital Finance Holdings LLLP ("LCFH"), Series REIT of Ladder Capital Finance Holdings LLLP ("LC REIT") and Series TRS of Ladder Capital Finance Holdings LLLP ("LC TRS" and, collectively with LCFH and LC REIT, the "LC Guarantors").

Citigroup Commercial Mortgage Trust 2018-C5 – Contract (June 21st, 2018)
Citigroup Commercial Mortgage Trust 2018-C5 – CO-LENDER AGREEMENT Dated as of May 31, 2018 Between TUEBOR TRS II LLC (BCC Note A-1 Holder) and TUEBOR TRS II LLC (BCC Note A-2 Holder) and TUEBOR TRS II LLC (BP Note A-1 Holder) and TUEBOR TRS II LLC (BP Note A-2 Holder) (June 21st, 2018)

THIS CO-LENDER AGREEMENT (the "Agreement"), dated as of May 31, 2018, 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 BCC Note A-1, TTRS, as the holder of BCC Note A-2, TTRS as the holder of BP Note A-1 and TTRS, as the holder of BP Note A-2.

DTZ Jersey Holdings Ltd – Preliminary Statements (June 20th, 2018)

This SYNDICATED FACILITY AGREEMENT (SECOND LIEN) (this Agreement) is entered into as of November 4, 2014, as amended by Second Lien Amendment No. 1 as of August 13, 2015 and as further amended as of September 1, 2015 by Second Lien Amendment No. 2, among DTZ UK GUARANTOR LIMITED, a private limited company incorporated under the laws of England and Wales with company number 09187412 (Holdings), DTZ U.S. BORROWER, LLC, a Delaware limited liability company (the U.S. Borrower), DTZ AUS HOLDCO PTY LIMITED ACN 602 106 936, a proprietary company limited by shares incorporated under the laws of Australia (the Australian Borrower and, collectively with U.S. Borrower, the Borrowers), BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the Administrative Agent) and as collateral agent (in such capacities, including any successor thereto, the Collateral Agent) under the Loan Documents, and each lender from time to time party hereto (collectively, the

Halfmoon Parent, Inc. – Executive Retention Agreement (June 20th, 2018)

THIS RETENTION AGREEMENT (this "Agreement"), dated as of May 12, 2018, is by and between Cigna Corporation, a Delaware corporation ("Cigna") and Timothy Wentworth ("Executive").

DTZ Jersey Holdings Ltd – Contract (June 20th, 2018)

FIRST LIEN AMENDMENT NO. 2, dated as of September 1, 2015 (this First Lien Amendment No. 2) to the First Lien Credit Agreement (as defined below), by and among DTZ UK GUARANTOR LIMITED, a private limited company incorporated under the laws of England and Wales with company number 09187412 (Holdings), DTZ U.S. BORROWER, LLC, a Delaware limited liability company (the U.S. Borrower and/or the Borrower Representative), DTZ AUS HOLDCO PTY LIMITED ACN 602 106 936, a proprietary company limited by shares incorporated under the laws of Australia (the Australian Borrower and, collectively with U.S. Borrower, the Borrowers), the 2015-1 Additional Term Lenders (as defined in Exhibit A), the 2015-1 Converting Term Lenders (as defined in Exhibit A), the 2015-1 Incremental Term Lenders (as defined in Exhibit A), the Consenting Revolving Lenders (as defined below), the 2015-1 Incremental Revolving Credit Lenders (as defined in Exhibit A), each L/C Issuer, the Swing Line Lender, UBS AG, STAMFORD BRANC

Stonemor Partners L.P. – Fifth Amendment to Credit Agreement (June 18th, 2018)

This FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), is entered into as of December 22, 2017 but with an effective date as of September 29, 2017 (the "Effective Date"), by and among STONEMOR OPERATING LLC, a Delaware limited liability company (the "Administrative Borrower"), the other Borrowers party hereto, the Lenders party hereto and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the "Administrative Agent").

Stonemor Partners L.P. – Sixth Amendment and Waiver to Credit Agreement (June 18th, 2018)

This SIXTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this "Amendment and Waiver"), dated as of June 12, 2018, is entered into by and among STONEMOR OPERATING LLC, a Delaware limited liability company (the "Administrative Borrower"), the other Borrowers party hereto, the Lenders party hereto and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the "Administrative Agent").

Great Southern Bancorp, Inc. – Great Southern Bancorp, Inc. 2018 Omnibus Incentive Plan Non-Qualified Stock Option Agreement (June 15th, 2018)

This option, intended to be a Non-Qualified Stock Option, is granted as of [DATE] by Great Southern Bancorp, Inc. (the "Company") to [NAME] (the "Optionee"), in accordance with the following terms and conditions:

JPMDB Commercial Mortgage Securities Trust 2018-C8 – Contract (June 15th, 2018)
Great Southern Bancorp, Inc. – Great Southern Bancorp, Inc. 2018 Omnibus Incentive Plan Incentive Stock Option Agreement (June 15th, 2018)

This option, intended to qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended, is granted as of [DATE] by Great Southern Bancorp, Inc. (the "Company") to [NAME] (the "Optionee"), in accordance with the following terms and conditions:

Titan International, Inc. – Employment Agreement (June 15th, 2018)

THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of June 14, 2018 (the "Effective Date"), is by and between Titan International, Inc., a Delaware corporation (the "Company"), and David A. Martin ("Executive").

JPMDB Commercial Mortgage Securities Trust 2018-C8 – CO-LENDER AGREEMENT Dated as of December 29, 2017 by and Among GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-1-S Holder, Initial Note A-1-C1 Holder and Initial Note A-1-C2 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-2-C1 Holder, Initial Note A-2-C2 Holder, Initial Note A-2-C3 Holder, Initial Note A-2-C4 Holder and Initial Note A-2-C5 Holder) Marina Heights State Farm (June 15th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of December 29, 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 Note A-1-S, the "Initial Note A-1-S 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 Note A-1-C1, the "Initial Note A-1-C1 Holder"), GSMC (together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-C2, the "Initial Note A-1-C2 Holder"), DEUTSCHE BANK AG, NEW YORK BRANCH ("DBNY" and together with its successors and assigns in interest, in its capacity as initial owner of Note A-2-C1, the "Initial Note A-2-C1 Holder"), DBNY (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2-C2, the "Initial Note A-2-C2 Holder"), DBNY (together with its successors and assigns in inte

JPMDB Commercial Mortgage Securities Trust 2018-C8 – Contract (June 15th, 2018)
JPMDB Commercial Mortgage Securities Trust 2018-C8 – Contract (June 15th, 2018)
Vistra Energy Corp – Contract (June 15th, 2018)
UMB Financial Corporation Omnibus Incentive Compensation Plan PERFORMANCE SHARE UNIT AWARD AGREEMENT (June 14th, 2018)

Pursuant to this Performance Share Unit Award Agreement (this Award Agreement), and subject to the terms and conditions herein and in the UMB Financial Corporation Omnibus Incentive Compensation Plan (the Plan), UMB Financial Corporation (the Company, as defined in the Plan) grants an award (the Award) of performance share units (PSUs) under the Plan to the following identified Grantee with the following specified terms:

USA Compression Partners Lp – USA COMPRESSION PARTNERS, LP 5,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT June 12, 2018 (June 14th, 2018)
UMB Financial Corporation Omnibus Incentive Compensation Plan (June 14th, 2018)

This Plan is intended to promote the interests of the Company (as defined below) and its shareholders by providing employees and non-employee directors of the Company who are largely responsible for the management, growth, and protection of the business of the Company, with incentives and rewards to encourage them to continue in the service of the Company.

Southern Missouri Bancorp, Inc. – Agreement and Plan of Merger (June 13th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of June 12, 2018 (this "Agreement"), by and between Southern Missouri Bancorp, Inc., a Missouri corporation ("Buyer"), Southern Missouri Acquisition Corp. III, a newly formed Missouri corporation and wholly owned first-tier transitory subsidiary of Buyer ("Merger Sub"), and Gideon Bancshares Company, a Missouri corporation ("Seller", and together with Buyer and Merger Sub, the "Parties").

Pioneer Financial Services Inc – Amendment No. 3 to Credit Agreement With Consent (June 13th, 2018)

This AMENDMENT NO. 3 TO CREDIT AGREEMENT WITH CONSENT (this "Agreement") is entered into as of June 11, 2018, and is by and among Pioneer Financial Services, Inc., a Missouri corporation, Pioneer Funding, Inc., a Nevada corporation, Pioneer Services Corp., a Missouri corporation formerly known as PSLF, Inc., and Pioneer Services Sales Finance, Inc., a Nevada corporation, jointly and severally (individually and collectively, the "Company"), the Required Lenders, and CIBC Bank USA, formerly known as The PrivateBank and Trust Company, as administrative agent for the Lenders (the "Administrative Agent").

REXFORD INDUSTRIAL REALTY, INC. (A Maryland Corporation) $400,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT (June 13th, 2018)
Bloom Energy Corp – Table of Contents (June 12th, 2018)

Diamond State Generation Partners, LLC, a Delaware limited liability company (the Company), agrees with each of the Purchasers as follows:

Release Agreement (June 12th, 2018)

This Release Agreement (the "Agreement"), by and between Internap Corporation (the "Company") and Robert Dennerlein ("You" or "Your") (the Company and You collectively referred to as the "Parties") is entered into and effective as of June 11, 2018 (the "Effective Date").

SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 8, 2018 Among KEMPER CORPORATION, the Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Syndication Agent, BANK OF AMERICA, N.A. And WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agents JPMORGAN CHASE BANK, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and WELLS FARGO SECURITIES, LLC, as Joint Bookrunners and Joint Lead Arrangers (June 12th, 2018)

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 8, 2018, among KEMPER CORPORATION, a Delaware corporation, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Syndication Agent, and BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agents.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 8, 2018 Among KEMPER CORPORATION, the Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Syndication Agent, BANK OF AMERICA, N.A. And WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agents JPMORGAN CHASE BANK, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and WELLS FARGO SECURITIES, LLC, as Joint Bookrunners and Joint Lead Arrangers (June 12th, 2018)

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 8, 2018, among KEMPER CORPORATION, a Delaware corporation, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Syndication Agent, and BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agents.

AdCare Health Systems, Inc. – Non-Competition Agreement (June 12th, 2018)

THIS AGREEMENT is made by and between MiMedx Group, Inc., (the "Company") and Name ("Employee"). In consideration of the employment or continued employment of the Employee and the salary and other remuneration and benefits paid by the Company to the Employee while Employee is employed by the Company, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree:

Limited Guaranty (June 11th, 2018)

This LIMITED GUARANTY (this "Guaranty"), dated as of June 7, 2018, is made by Live Ventures Incorporated, a Nevada corporation (the "Guarantor"), in favor of COMVEST CAPITAL IV, L.P., a Delaware limited partnership, as agent for the Lender Group (as defined below) (in such capacity, together with its successors and assigns, if any, in such capacity, "Agent").

CREDIT AGREEMENT Dated as of June 8, 2018 Among REPUBLIC SERVICES, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JPMORGAN CHASE BANK, N.A. And WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents BNP PARIBAS, MIZUHO BANK, LTD., MUFG BANK, LTD., SUMITOMO MITSUI BANKING CORPORATION, SUNTRUST BANK, THE BANK OF NOVA SCOTIA, and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents the Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, JPMORGAN CHASE BANK, N.A. And WELLS FARGO SECURITIES, LLC, as (June 11th, 2018)

This CREDIT AGREEMENT (this Agreement) is entered into as of June 8, 2018, among REPUBLIC SERVICES, INC., a Delaware corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.

AMENDMENT NO. 1, Dated as of June 11, 2018 (This Amendment), to the Second Amended and Restated Credit Agreement Dated as of December 1, 2017 (The Existing Credit Agreement, and as Modified by This Amendment and as Further Amended, Restated, Supplemented or Otherwise Modified From Time to Time, the Credit Agreement), Among TREEHOUSE FOODS, INC., a Delaware Corporation (The Borrower), Each Lender From Time to Time Party Thereto (Collectively, the Lenders and Individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent (The Administrative Agent), Swing Line Lender and L/C Issuer. (June 11th, 2018)
National Beef Packing Company, Llc Third Amended and Restated Limited Liability Company Agreement Dated as of June 5, 2018 (June 11th, 2018)