Texas Sample Contracts

WAND MERGER CORPORATION (To Be Merged With and Into NATIONSTAR MORTGAGE HOLDINGS INC.) as Issuer, WMIH CORP. As Parent Guarantor, And (July 13th, 2018)

INDENTURE, dated as of July 13, 2018 (this Indenture), among WAND MERGER CORPORATION, a Delaware corporation (Merger Sub), which shall be merged with and into NATIONSTAR MORTGAGE HOLDINGS INC. (Nationstar), a Delaware corporation, upon consummation of the Merger (as defined below), WMIH CORP., a Delaware Corporation, as Parent Guarantor (as defined below) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee (as defined below).

GM Financial Consumer Automobile Receivables Trust 2018-3 – Contract (July 13th, 2018)
Establishment Labs Holdings Inc. – Manufacturing and Supply Agreement (July 13th, 2018)

This Manufacturing and Supply Agreement (this "Agreement") is entered into as of the Effective Date (as defined below) by and between (1) Apollo Endosurgery, Delaware corporation having offices at 1120 S Capital of Texas Highway #300, Austin, TX 78746 ("APOLLO"), and (2) Establishment Labs, S.A a corporation organized under the laws of Costa Rica and having a principal place of business at Coyol Free Zone, B15, Alajuela, 20113, Costa Rica ("ESTABLISHMENT"). APOLLO and ESTABLISHMENT shall hereinafter be individually referred to as a "Party" and collectively as the "Parties."

Lucas Energy – Compromise Settlement Agreement and Mutual Release (July 13th, 2018)

This Compromise Settlement Agreement and Mutual Release ("Agreement") is made and entered into by and between CAMBER ENERGY, INC. f/k/a Lucas Energy, Inc. ("Camber"), on one side, and SEGUNDO RESOURCES, LLC ("Segundo"), on the other (jointly "the Parties").

Benchmark 2018-B4 Mortgage Trust – 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 (July 13th, 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

Benchmark 2018-B4 Mortgage Trust – Contract (July 13th, 2018)
Blueknight Energy – Amended and Restated Omnibus Agreement (July 13th, 2018)

This Amended and Restated Omnibus Agreement ("Agreement") is entered into on, and effective as of, July 12, 2018, among Ergon Asphalt & Emulsions, Inc., a Mississippi corporation ("Ergon"), Blueknight Energy Partners G.P., L.L.C., a Delaware limited partnership (the "General Partner"), Blueknight Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), BKEP Terminalling, L.L.C., a Texas limited liability company ("Holdings"), BKEP Asphalt, L.L.C., a Texas limited liability company ("BKEP Asphalt"), and BKEP Materials, L.L.C., a Texas limited liability company ("BKEP Materials"). The General Partner, the Partnership, Holdings, BKEP Asphalt, and BKEP Materials may be referred to collectively as "BKEP."

GM Financial Consumer Automobile Receivables Trust 2018-3 – Contract (July 13th, 2018)
Blueknight Energy – FIRST AMENDMENT to the STORAGE, THROUGHPUT AND HANDLING AGREEMENT (July 13th, 2018)

This First Amendment to Storage, Throughput and Handling Agreement ("Amendment") is made and effective as of July 12, 2018 and is by and between BKEP Materials, L.L.C., a Texas limited liability company ("BKEP Materials"), BKEP Terminalling, L.L.C., a Texas limited liability company ("BKEP Terminalling"), BKEP Asphalt, L.L.C., a Texas limited liability company ("BKEP Asphalt" and together with BKEP Materials and BKEP Terminalling, "Owner"), and Ergon Asphalt & Emulsions, Inc., a Mississippi corporation ("Customer"). Customer and Owner are sometimes referred to herein collectively as "Parties." Any term not defined in this Amendment shall have the meaning ascribed to it in the Agreement.

Sempra Energy Common Stock, No Par Value Underwriting Agreement July 10, 2018 (July 13th, 2018)
Parker Drilling – Rights Agreement (July 13th, 2018)
Atlas Resources Series 33-2013 L.P. – Gas Purchase Contract (July 13th, 2018)

THIS GAS PURCHASE CONTRACT (Contract) is made and entered into effective this 1st day of November 2013 (the Effective Date), by and between ATLAS BARNETT, LLC, hereinafter referred to as Producer and ENBRIDGE G & P (NORTH TEXAS) L.P., hereinafter referred to as Processor, Producer and Processor may be referenced individually as a Party or collectively as the Parties.

GM Financial Consumer Automobile Receivables Trust 2018-3 – AMENDED AND RESTATED TRUST AGREEMENT Between AFS SENSUB CORP. Seller and WILMINGTON TRUST COMPANY Owner Trustee Dated as of July 18, 2018 (July 13th, 2018)

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of July 18, 2018, between AFS SENSUB CORP., a Nevada corporation, as depositor (the Seller), and WILMINGTON TRUST COMPANY, a Delaware trust company, as Owner Trustee, amends and restates in its entirety that certain Trust Agreement, dated as of May 23, 2018, between the Seller and the Owner Trustee.

WAND MERGER CORPORATION (To Be Merged With and Into NATIONSTAR MORTGAGE HOLDINGS INC.) as Issuer, WMIH CORP. As Parent Guarantor, And (July 13th, 2018)

INDENTURE, dated as of July 13, 2018 (this Indenture), among WAND MERGER CORPORATION, a Delaware corporation (Merger Sub), which shall be merged with and into NATIONSTAR MORTGAGE HOLDINGS INC. (Nationstar), a Delaware corporation, upon consummation of the Merger (as defined below), WMIH CORP., a Delaware Corporation, as Parent Guarantor (as defined below) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee (as defined below).

Lucas Energy – Compromise Settlement Agreement and Mutual Release (July 13th, 2018)

This Compromise Settlement Agreement and Mutual Release ("Agreement") is made and entered into by and between CAMBER ENERGY, INC. f/k/a Lucas Energy, Inc. ("Camber"), on one side, and SEGUNDO RESOURCES, LLC ("Segundo"), on the other (jointly "the Parties").

Fifteenth Amendment to Code Share and Revenue Sharing Agreement (July 13th, 2018)
Atlas Resources Series 33-2013 L.P. – LEASE CRUDE OIL PURCHASE AGREEMENT Effective Date: June 1, 2017 (July 13th, 2018)
Benchmark 2018-B4 Mortgage Trust – CO-LENDER AGREEMENT Dated as of June 7, 2018 by and Among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION DEUTSCHE BANK, AG, NEW YORK BRANCH WELLS FARGO BANK, NATIONAL ASSOCIATION and MORGAN STANLEY BANK, N.A. Aventura Mall (July 13th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of June 7, 2018, by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("JPM" and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-A, Note A-2-A-1, Note A-2-A-2, Note A-2-A-3, Note A-2-A-4, Note A-2-A-5 and Note B-1, the "Initial Note 1 Holder", and in its capacity as the initial agent, the "Initial Agent"); 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-1-B, Note A-2-B-1, Note A-2-B-2, Note A-2-B-3, Note A-2-B-4, Note A-2-B-5 and Note B-2, the "Initial Note 2 Holder"); WELLS FARGO BANK, NATIONAL ASSOCIATION ("WFB" and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-D, Note A-2-D-1, Note A-2-D-2, Note A-2-D-3, Note A-2-D-4, Note A-2-D-5 and Note B-4, the "Initial Note 3 Holder") and MORGAN STANLEY BANK, N.A. ("MSBNA" and together with it

Sixteenth Amendment to Code Share and Revenue Sharing Agreement (July 13th, 2018)
GM Financial Consumer Automobile Receivables Trust 2018-3 – GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2018-3 Class A-1 2.36731% Asset Backed Notes Class A-2-A 2.74% Asset Backed Notes Class A-2-B Floating Rate Asset Backed Notes Class A-3 3.02% Asset Backed Notes Class A-4 3.16% Asset Backed Notes Class B 3.27% Asset Backed Notes Class C 3.45% Asset Backed Notes Class D 0.00% Asset Backed Notes INDENTURE Dated as of July 18, 2018 THE BANK OF NEW YORK MELLON, as Trustee and Trust Collateral Agent (July 13th, 2018)

INDENTURE, dated as of July 18, 2018, between GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2018-3, a Delaware statutory trust (the Issuer), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (in such capacity, the Trustee) and Trust Collateral Agent (in such capacity, the Trust Collateral Agent).

Mammoth Energy Services, Inc. – Third Amendment to Revolving Credit and Security Agreement (July 13th, 2018)

Revolving Credit and Security Agreement dated as of November 25, 2014 among MAMMOTH ENERGY SERVICES, INC., a corporation organized under the laws of the State of Delaware (formerly Mammoth Energy Services Inc.) ("Mammoth"), MAMMOTH ENERGY PARTNERS LLC, a limited liability company under the laws of the State of Delaware (formerly Mammoth Energy Partners LP, a limited partnership under the laws of the State of Delaware) ("Mammoth Partners"), REDBACK ENERGY SERVICES LLC, a limited liability company under the laws of the State of Delaware ("Redback Energy"), REDBACK COIL TUBING LLC, a limited liability company under the laws of the State of Delaware ("Redback Coil"), REDBACK PUMPDOWN SERVICES LLC, a limited liability company under the laws of the State of Delaware ("Redback Pumpdown"), MR. INSPECTIONS LLC, a limited liability company under the laws of the State of Delaware ("Mr. Inspections"), MUSKIE PROPPANT LLC, a limited liability company under the laws of the State of Delaware ("Muskie

Lucas Energy – Asset Purchase Agreement (July 13th, 2018)

This Asset Purchase Agreement (this "Agreement") is made and entered into on the 12th day of July 2018, by and between N&B Energy, LLC, a Texas limited liability corporation ("Purchaser") and Camber Energy, Inc. ("Seller"), each a "Party" and collectively the "Parties."

Sunoco LP – Sunoco Gp Llc Annual Bonus Plan (July 13th, 2018)

Purpose. The purpose of this Plan is to motivate management and the employees who perform services for the Partnership and/or its affiliates and subsidiaries to earn annual cash awards through the achievement of performance and target goals.

Exterran Holdings – July 11, 2018 Douglas S. Aron (July 12th, 2018)
CatchMark Timber Trust, Inc. – The Atlantic Building (July 12th, 2018)

We have acted as tax counsel to Texmark Timber Treasury, L.P., a Delaware limited partnership (the Partnership) governed by that Amended and Restated Limited Partnership Agreement dated as of the date hereof (the Partnership Agreement) in connection with the formation of the Partnership, the organization of the Subsidiary REIT, and the negotiation of various agreements relating to such entities and the Purchase Agreement (the Caddo Transactions). Capitalized terms used in this letter and not otherwise defined herein shall have the meanings ascribed to such terms in the Partnership Agreement. This opinion regarding qualification of the Subsidiary REIT as a real estate investment trust (REIT) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the Code) is delivered pursuant to Section 4.9(a) of the Partnership Agreement.

Legacy Reserves Inc. – Stipulation and Agreement of Settlement (July 12th, 2018)
CatchMark Timber Trust, Inc. – Contract (July 12th, 2018)
Amendment No. 4 to Credit Agreement (July 12th, 2018)

THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT (this "Amendment No. 4") is made this 9th day of July, 2018 by and among CSS INDUSTRIES, INC., a Delaware corporation (together with its successors and/or assigns, "Borrower"), the banks and other financial institutions signatory hereto (together with their successors and/or assigns, collectively, the "Lenders"; and each individually, a "Lender"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, together with its successors and/or assigns in such capacity, the "Administrative Agent").

Exterran Holdings – Change of Control Agreement (July 12th, 2018)

THIS CHANGE OF CONTROL AGREEMENT (the Agreement), is made and entered into effective as of [ ] (the Effective Date), by and between Archrock, Inc., a Delaware corporation (the Company), and [ ] (Executive).

Legacy Reserves Lp – Stipulation and Agreement of Settlement (July 12th, 2018)
Appyea, Inc – 5% Original Issue Discount Senior Secured Convertible Promissory Note Due June [ ], 2019 (July 12th, 2018)

THIS 5% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 5% Original Issue Discount Senior Secured Convertible Notes of APPYEA, Inc., a South Dakota corporation, (the "Company"), having its principal place of business at 777 Main Street, Suite 600, Fort Worth, Texas 76102, designated as its 5% Original Issue Discount Senior Secured Convertible Promissory Note due June 3 2019 (this "Note", or the "Note" and collectively with the other Notes of such series, the "Notes").

Morgan Stanley Capital I Trust 2018-H3 – MORTGAGE LOAN PURCHASE AGREEMENT Between KEYBANK NATIONAL ASSOCIATION as Seller and Morgan Stanley Capital I Inc. As Purchaser Dated June 27, 2018 (July 12th, 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 July 1, 2018, between Purchaser, as depositor (the "Depositor"), Wells Fargo Bank, National Association, as master servicer (in such capacity, the "Master Servicer"), as certificate administrator (in such capacity, the "Certificate Administrator"), as custodian (in such capacity, the "Custodian"), as certificate registrar (in such capacity, the "Certificate Registrar") and as authenticating agent, LNR Partners, LLC, as special servicer

Morgan Stanley Capital I Trust 2018-H3 – AGREEMENT BETWEEN NOTEHOLDERS Dated as of May 4, 2018 by and Among KEYBANK NATIONAL ASSOCIATION (Initial Note A-1 Holder), KEYBANK NATIONAL ASSOCIATION (Initial Note A-2 Holder) and KEYBANK NATIONAL ASSOCIATION (Initial Note A-3 Holder) HTI MOB Portfolio (July 12th, 2018)

THIS AGREEMENT BETWEEN NOTEHOLDERS ("Agreement"), dated as of May 4, 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"), KEYBANK NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2, the "Initial Note A-2 Holder", and KEYBANK NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of Note A-3, the "Initial Note A-3 Holder" and, together with the Initial Note A-1 Holder, and Initial Note A-2 Holder the "Initial Note Holders").

Form of Restricted Stock Unit Agreement (Agreement) Pursuant to the Amended and Restated Ultra Petroleum 2017 Stock Incentive Plan (July 12th, 2018)

The Compensation Committee of the Board of Directors of Ultra Petroleum Corp., a Yukon corporation (the Company) has approved an award of restricted stock units (RSUs) to you, an employee of Ultra Resources, Inc. (Employer), and the Company does hereby grant to you, as of the Grant Date specified above, the number of RSUs specified above. The RSUs will only vest to the extent provided in and subject to the conditions described in the attached Schedule 1.

Cardiome Pharma Corporation – SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT Dated as of May 15, 2018 Between CORREVIO PHARMA CORP. As Borrower, the Subsidiary Guarantors From Time to Time Party Hereto, the Lenders From Time to Time Party Hereto, and CRG SERVICING LLC as Administrative and Collateral Agent U.S. $50,000,000 (July 12th, 2018)

SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of May 15, 2018 (this "Agreement"), among CORREVIO PHARMA CORP., a corporation incorporated pursuant to the federal laws of Canada ("Borrower"), the Subsidiary Guarantors from time to time party hereto, the Lenders from time to time party hereto and CRG SERVICING LLC, a Delaware limited liability company ("CRG Servicing"), as administrative and collateral agent for the Lenders (in such capacities, together with its successors and assigns, "Administrative Agent").