Sidley Austin Sample Contracts

THIRD AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Dated as of October 12, 2018 Among PARLEX 2 FINANCE, LLC, PARLEX 2A FINCO, LLC, PARLEX 2 UK FINCO, LLC, PARLEX 2 EUR FINCO, LLC, PARLEX 2 AU FINCO, LLC, and Any Other Person When Such Person Joins as a Seller Under This Agreement From Time to Time Individually and/or Collectively, as the Context Requires, as Seller, and CITIBANK, N.A., as Buyer (February 12th, 2019)
Bison Capital Acquisition Corp – Patent Assignment and Licensing Agreement (February 12th, 2019)

This Patent Assignment and Licensing Agreement ("Agreement") is entered into on the date of last signature hereto ("Effective Date")

Two Harbors Investments Corp – Two Harbors Investment Corp. 35,000,000 Shares of Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: February 8, 2019 (February 8th, 2019)

Two Harbors Investment Corp., a Maryland corporation (the Company) confirms its agreement (this Agreement) with Credit Suisse Securities (USA) LLC (the Placement Agent), as follows:

Morgan Stanley Capital I Trust 2018-H4 – Contract (February 8th, 2019)
Morgan Stanley Capital I Trust 2018-H4 – Contract (February 8th, 2019)
Morgan Stanley Capital I Trust 2018-H4 – Contract (February 8th, 2019)
Vistra Energy Corp – VISTRA OPERATIONS COMPANY LLC, as Issuer 5.625% SENIOR NOTES DUE 2027 INDENTURE Dated as of February 6, 2019 Wilmington Trust, National Association as Trustee (February 6th, 2019)
Granite Point Mortgage Trust Inc. – Granite Point Mortgage Trust Inc. 6,850,000 Shares of Common Stock UNDERWRITING AGREEMENT (February 5th, 2019)
Pandora Media Inc. – Limited Liability Company Agreement of Pandora Media, Llc (February 1st, 2019)

This Limited Liability Company Agreement (this "Agreement") of Pandora Media, LLC (the "Company"), dated as of February 1, 2019, is executed by Billboard Holding Company, Inc., as the sole member (the "Member") of the Company.

Strategic Storage Trust II, Inc. – Contract (January 30th, 2019)
Strategic Storage Trust II, Inc. – Contract (January 30th, 2019)
Vistra Energy Corp – VISTRA OPERATIONS COMPANY LLC 5.625% Notes Due 2027 Purchase Agreement (January 24th, 2019)
Walgreens Boots Alliance, Inc. – Contract (January 22nd, 2019)
Landcadia Holdings, Inc. – AMENDMENT NO. 1 to CREDIT AGREEMENT (January 18th, 2019)
Landcadia Holdings, Inc. – AMENDMENT NO. 1 to CREDIT AND GUARANTY AGREEMENT (January 18th, 2019)
Delta Petroleum Corporation – ISDA(r) International Swaps and Derivatives Association, Inc. SCHEDULE to the First Lien 2002 Master Agreement Dated as of March 17, 2016 Between MERRILL LYNCH COMMODITIES, INC., a Corporation Organized and Existing Under the Laws of the State of Delaware (Party A), and a Corporation Organized and Existing Under the Laws of the State of Delaware (Party B) Part 1 Termination Provisions; Amendments (January 14th, 2019)
PCI Media, Inc. – Waiver and Fourth Amendment to Loan Documents (January 14th, 2019)
CREDIT AGREEMENT DATED AS OF JANUARY 11, 2019 AMONG THE ANDERSONS, INC., THE LENDERS, U.S. BANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT BANK OF AMERICA, N.A., BMO HARRIS BANK N.A., BANK OF THE WEST, FIFTH THIRD BANK, and ABN AMRO CAPITAL USA LLC, AS CO-SYNDICATION AGENTS BRANCH BANKING AND TRUST COMPANY and CITIBANK, N.A., AS CO-DOCUMENTATION AGENTS (January 14th, 2019)

This Credit Agreement (the "Agreement"), dated as of January 11, 2019, is among THE ANDERSONS, INC., the Lenders and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as LC Issuer, Swing Line Lender and as Administrative Agent. The parties hereto agree as follows:

PCI Media, Inc. – Waiver and Second Amendment to Loan Documents (January 14th, 2019)
PCI Media, Inc. – Contract (January 14th, 2019)
Edgar Express, Inc. – Employment Agreement (January 10th, 2019)

This Employment Agreement ("Agreement"), effective as of November 1, 2018 (the "Effective Date"), is entered into by and among Andover National Corporation, a Delaware corporation (the "Company") and Jeffrey C. Piermont ("Executive").

Edgar Express, Inc. – Contract (January 10th, 2019)
First Amendment to Second Amended and Restated Credit Agreement (January 9th, 2019)

PIER 1 IMPORTS (U.S.), INC., a Delaware corporation with its principal executive offices at 100 Pier 1 Place, Fort Worth, Texas 76102 (the "Borrower");

Starwood Property Trust – First Amendment to Third Amended and Restated Credit Agreement (January 7th, 2019)

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of February 28, 2018 among STARWOOD PROPERTY MORTGAGE SUB-10, L.L.C., a Delaware limited liability company ("Starwood Property Mortgage Sub-10"), STARWOOD PROPERTY MORTGAGE SUB-10-A, L.L.C., a Delaware limited liability company ("Starwood Property Mortgage Sub-10-A"; and together with Starwood Property Mortgage Sub-10, each a "Borrower" and collectively, the "Borrowers"), STARWOOD PROPERTY TRUST, INC., a Maryland corporation (the "Parent"), CERTAIN SUBSIDIARIES OF THE PARENT, as Guarantors, each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent.

TERM LOAN CREDIT AGREEMENT Dated as of December 28, 2018 Among CMS ENERGY CORPORATION, as the Company, THE FINANCIAL INSTITUTIONS NAMED HEREIN, as the Banks, and MIZUHO BANK, LTD., as Agent, MIZUHO BANK, LTD., as Lead Arranger and Bookrunner (December 28th, 2018)

This TERM LOAN CREDIT AGREEMENT, dated as of December 28, 2018, is among CMS ENERGY CORPORATION, a Michigan corporation (the Company), the financial institutions listed on the signature pages hereof (together with their respective successors and assigns and any other Person that shall have become a Bank hereunder pursuant to Section 2.18, the Banks) and MIZUHO BANK, LTD., as Agent.

Cornerstone Management, Inc. – Indemnification Escrow Agreement (December 28th, 2018)
Benchmark 2018-B8 Mortgage Trust – PURCHASER, and GOLDMAN SACHS MORTGAGE COMPANY, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of December 27, 2018 Fixed Rate Mortgage Loans Series 2018-B8 (December 27th, 2018)

This Mortgage Loan Purchase Agreement (this "Agreement"), dated as of December 27, 2018, is between J.P. Morgan Chase Commercial Mortgage Securities Corp., as purchaser (the "Purchaser"), and Goldman Sachs Mortgage Company, as seller (the "Seller").

Benchmark 2018-B8 Mortgage Trust – PURCHASER, and GERMAN AMERICAN CAPITAL CORPORATION, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of December 27, 2018 Fixed Rate Mortgage Loans Series 2018-B8 (December 27th, 2018)

This Mortgage Loan Purchase Agreement (this "Agreement"), dated as of December 27, 2018, is between J.P. Morgan Chase Commercial Mortgage Securities Corp., as purchaser (the "Purchaser"), and German American Capital Corporation, as seller (the "Seller").

Benchmark 2018-B8 Mortgage Trust – Contract (December 27th, 2018)
Benchmark 2018-B8 Mortgage Trust – Contract (December 27th, 2018)
Harpoon Therapeutics, Inc. – Contract (December 27th, 2018)
Morgan Stanley Capital I Trust 2018-H4 – MORTGAGE LOAN PURCHASE AGREEMENT Between KEYBANK NATIONAL ASSOCIATION as Seller and Morgan Stanley Capital I Inc. As Purchaser (December 26th, 2018)

Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans"), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a "Mortgage Note") evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a "Mortgagor"), as described herein. Purchaser will convey the Mortgage Loans to a trust (the "Issuing Entity") created pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), to be dated as of December 1, 2018, between Purchaser, as depositor (the "Depositor"), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the "Master Servicer"), Wells Fargo Bank, National Association, as trustee (in such capacity, the "Trustee"), as certificate administrator (in such capacity, the "Certificate Administrator"), as custodian (in such capacity, the "Custodian"), as certificate registrar (in such capaci

Morgan Stanley Capital I Trust 2018-H4 – MORTGAGE LOAN PURCHASE AGREEMENT Between (December 26th, 2018)

Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans"), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a "Mortgage Note") evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a "Mortgagor"), as described herein. Purchaser will convey the Mortgage Loans to a trust (the "Issuing Entity") created pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), to be dated as of December 1, 2018, between Purchaser, as depositor (the "Depositor"), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the "Master Servicer"), Wells Fargo Bank, National Association, as trustee (in such capacity, the "Trustee"), as certificate administrator (in such capacity, the "Certificate Administrator"), as custodian (in such capacity, the "Custodian"), as certificate registrar (in such capaci

Contract (December 26th, 2018)
Morgan Stanley Capital I Trust 2018-H4 – Contract (December 26th, 2018)