Washington Sample Contracts

SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION ASSET-BASED CREDIT AGREEMENT Dated as of November 29, 2018 Among SEARS HOLDINGS CORPORATION, a Debtor and a Debtor-In-Possession, as Holdings, SEARS ROEBUCK ACCEPTANCE CORP. And KMART CORPORATION, Each Debtors and Debtors-In-Possession, as Borrowers, THE LENDERS NAMED HEREIN, THE ISSUING LENDERS NAMED HEREIN, BANK OF AMERICA, N.A., as Administrative Agent, Co-Collateral Agent and Swingline Lender WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Collateral Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, CITIGROUP GLOBAL MARKETS (December 13th, 2018)

SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION ASSET-BASED CREDIT AGREEMENT (this "Agreement"), dated as of November 29, 2018, among SEARS HOLDINGS CORPORATION, a Delaware corporation and a debtor and debtor-in-possession ("Holdings"), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation and a debtor and debtor-in-possession ("SRAC"), KMART CORPORATION, a Michigan corporation and a debtor and debtor-in-possession ("Kmart Corp."; Kmart Corp. together with SRAC, the "Borrowers"), the banks, financial institutions and other institutional lenders listed on the signature pages hereof or through an assignment as provided in Section 9.07 hereof, as Revolving Lenders or Term Lenders, as applicable (collectively, the "Lenders"), the ISSUING LENDERS party hereto, BANK OF AMERICA, N.A. ("Bank of America"), as administrative agent (in such capacity, the "Agent"), co-collateral agent, and Swingline Lender, WELLS FARGO BANK, NATIONAL ASSOCIATION, as co-collateral agent (collectively with Bank o

Superpriority Junior Lien Secured Debtor-In-Possession Credit Agreement (December 13th, 2018)

This SUPERPRIORITY JUNIOR LIEN SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this "Agreement"), dated as of November 29, 2018, by and among SEARS HOLDINGS CORPORATION, a Delaware corporation and a debtor and debtor-in-possession ("Holdings"), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation and a debtor and debtor-in-possession ("SRAC"), KMART CORPORATION, a Michigan corporation and a debtor and debtor-in-possession ("Kmart Corp."; Kmart Corp. together with SRAC, the "Borrowers"), the several banks, financial institutions or entities from time to time party hereto as Term Lenders hereunder (each a "Lender" and collectively, the "Lenders"), and CANTOR FITZGERALD SECURITIES, as administrative agent (in such capacity, together with any of its successors and permitted assigns, the "Agent") and collateral agent (in such capacity, together with any of its successors and permitted assigns, "Collateral Agent").

Gladstone Land Corporation – Gladstone Land Corporation UNDERWRITING AGREEMENT (December 13th, 2018)
Health Insurance Innovations I – Regulatory Settlement Agreement (December 13th, 2018)

This REGULATORY SETTLEMENT AGREEMENT (the "Agreement") is entered into this 12th day of December, 2018 by and among (i) Health Insurance Innovations, Inc and Health Plan Intermediaries Holdings, LLC (collectively "Company"); (ii) the Florida Department of Financial Services ("FDFS"); (iii) the Indiana Department of Insurance ("IDOI"); (iv) the Kansas Insurance Department ("KID"); (v) the Office of the Montana State Auditor, Commissioner of Securities and Insurance ("MCSI"); (vi) the Utah Insurance Department ("UID") (FDFS, IDOI, KID, MCSI and UID collectively referred to herein as the "Lead States"); and (vii) the insurance-related regulatory bodies of such other jurisdictions choosing to adopt, agree to and approve this Agreement pursuant to the terms hereof (the "Subscribing Jurisdictions") (Subscribing Jurisdictions and Lead States collectively referred to herein as the "Settling Jurisdictions") (the Settling Jurisdictions and Company are collectively referred to herein as the "Part

Contract (December 13th, 2018)
Altisource Residential Corporat – Contract (December 13th, 2018)
Five Star Quality Care, Inc. – Contract (December 13th, 2018)
RREEF Property Trust, Inc. – Recording Requested by and When Recorded Mail To: Stoel Rives LLP (December 12th, 2018)
Entergy Mississippi, Inc. – (Formerly the Bank of New York) (Successor to Harris Trust Company of New York and Bank of Montreal Trust Company) as Trustee Under Entergy Mississippi, LLC's Mortgage and Deed of Trust, Dated as of February 1, 1988 THIRTY-SEVENTH SUPPLEMENTAL INDENTURE Providing Among Other Things for First Mortgage Bonds, 4.52% Series Due December 1, 2038 Dated as of December 5, 2018 Prepared by Wise Carter Child & Caraway, Professional Association P.O. Box 651 Jackson, Mississippi 39205 (601) 968-5500 (December 12th, 2018)

THIRTY-SEVENTH SUPPLEMENTAL INDENTURE, dated as of December 5, 2018, between ENTERGY MISSISSIPPI, LLC, a limited liability company of the State of Texas (formerly Entergy Mississippi Power and Light, LLC and hereinafter sometimes called the "Company"), as successor to Entergy Mississippi, Inc., formerly Mississippi Power & Light Company, a corporation of the State of Mississippi which changed its state of incorporation from the State of Mississippi to the State of Texas by domesticating and converting into a Texas corporation on November 19, 2018 (hereinafter sometimes called the "Original Company"), whose post office address is P.O. Box 1640, Jackson, Mississippi 39215-1640 (tel. 504-576-4363) (the "Company") and THE BANK OF NEW YORK MELLON (successor to Harris Trust Company of New York), a New York banking corporation, whose principal corporate trust office is located at 240 Greenwich Street, 7E, New York, New York 10286 (tel. 904-998-4724), as Trustee under the Mortgage and Deed of

Wells Fargo Commercial Mortgage Trust 2018-C47 – Contract (December 12th, 2018)
Parker Drilling – BACKSTOP COMMITMENT AGREEMENT AMONG PARKER DRILLING COMPANY AND THE COMMITMENT PARTIES PARTY HERETO Dated as of December 12, 2018 (December 12th, 2018)
Parker Drilling – This Restructuring Support Agreement and the Documents Attached Hereto Collectively Describe a Proposed Restructuring for the Company Parties That Will Be Effectuated Through Filing Chapter 11 Cases in the Bankruptcy Court. This Restructuring Support Agreement Is Not an Offer or a Solicitation With Respect to Any Securities of the Company Parties. Any Such Offer or Solicitation Shall Comply With All Applicable Securities Laws and/or Provisions of the Bankruptcy Code. This Restructuring Support Agreement Is a Settlement Proposal to Certain Unaffiliated Holders of the Company Parties Unsecured N (December 12th, 2018)
First Amendment to Certain Operative Agreements (December 12th, 2018)

THIS PARTICIPATION AGREEMENT dated as of November 30, 2017 (as amended, modified, extended, supplemented, restated and/or replaced from time to time, this "Agreement") is by and among AVDC, INC., an Ohio corporation (the "Construction Agent" or "Lessee"); the various entities which are parties hereto from time to time as guarantors (individually, a "Guarantor" and collectively, the "Guarantors"); WACHOVIA SERVICE CORPORATION, a Delaware corporation (the "Lessor"); the various banks and other lending institutions which are parties hereto from time to time as lease participants (individually, a "Lease Participant" and collectively, the "Lease Participants"); and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as the agent for the Lessor Parties and, respecting the Security Documents, as the agent for the Secured Parties (in such capacity, the "Agent"). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in Appendix

RREEF Property Trust, Inc. – Environmental Indemnity Agreement (December 12th, 2018)

This Environmental Indemnity Agreement (this "Agreement") is made as of the 6th day of December, 2018 (the "Effective Date"), by the Environmental Obligor, in favor of TRANSAMERICA PREMIER LIFE INSURANCE COMPANY, an Iowa corporation, and its successors and assigns (the "Lender"). The "Environmental Obligor" is RPT WALLINGFORD PLAZA, LLC, a Delaware limited liability company (also referred to herein as the "Borrower").

Arcosa, Inc. – Arcosa, Inc. Change in Control Severance Plan (December 12th, 2018)

The Arcosa, Inc. Change in Control Severance Plan, as it may be amended from time to time (the "Plan") was adopted by the Board of Directors of Arcosa, Inc., a Delaware corporation (the "Company"), to be effective as of December 6, 2018 (the "Effective Date").

RREEF Property Trust, Inc. – Secured Promissory Note (December 12th, 2018)

FOR VALUE RECEIVED, the undersigned, RPT WALLINGFORD PLAZA, LLC, a Delaware limited liability company (the "Borrower"), whose address is c/o DWS, RREEF Management LLC, 101 California Street, 24th Floor, San Francisco, California 94111, promises to pay Six Million Nine Hundred Fifty Thousand Dollars ($6,950,000), together with interest according to the terms of this Secured Promissory Note (this "Note"), to the order of TRANSAMERICA PREMIER LIFE INSURANCE COMPANY, an Iowa corporation (together with its successors and assigns, the "Lender"), whose address is c/o AEGON USA Realty Advisors, LLC, 6300 C Street SW, MS 3B-CR, Cedar Rapids, Iowa 52499. Capitalized terms used but not defined in this Note shall have the meanings assigned to them in the Deed of Trust, as defined in Section 12 below.

UBS Commercial Mortgage Trust 2018-C14 – Contract (December 12th, 2018)
UBS Commercial Mortgage Trust 2018-C14 – Contract (December 12th, 2018)
Benchmark 2018-B7 Mortgage Trust – Contract (December 12th, 2018)
Landcadia Holdings, Inc. – Contract (December 12th, 2018)
Citigroup Commercial Mortgage Trust 2018-C6 – CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., Depositor, Wells Fargo Bank, National Association, Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, Special Servicer, PARK BRIDGE LENDER SERVICES LLC, Operating Advisor and Asset Representations Reviewer, CITIBANK, N.A., Certificate Administrator, and WILMINGTON TRUST, NATIONAL ASSOCIATION, Trustee POOLING AND SERVICING AGREEMENT Dated as of December 1, 2018 Commercial Mortgage Pass-Through Certificates Series 2018-C6 (December 11th, 2018)

Exhibit A-1 Form of Class A-1 Certificate Exhibit A-2 Form of Class A-2 Certificate Exhibit A-3 Form of Class A-3 Certificate Exhibit A-4 Form of Class A-4 Certificate Exhibit A-5 Form of Class A-AB Certificate Exhibit A-6 Form of Class X-A Certificate Exhibit A-7 Form of Class A-S Certificate Exhibit A-8 Form of Class B Certificate Exhibit A-9 Form of Class C Certificate Exhibit A-10 Form of Class X-B Certificate Exhibit A-11 Form of Class D Certificate Exhibit A-12 Form of Class E-RR Certificate Exhibit A-13 Form of Class F-RR Certificate Exhibit A-14 Form of Class G-RR Certificate Exhibit A-15 Form of Class J-RR Certificate Exhibit A-16 Form of Class K-RR Certificate Exhibit A-17 Form of Class NR-RR Certificate Exhibit A-18 Form of Class R Certificate Exhibit A-19 Form of Class S Certificate* Exhibit B Mortgage

AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 7, 2018 AMONG EXTRA SPACE STORAGE LP, EXTRA SPACE STORAGE INC., THE LENDERS, U.S. BANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, WELLS FARGO BANK, NATIONAL ASSOCIATION, BANK OF AMERICA, N.A., Solely With Respect to the Revolving Facility and the Tranche 1 Term Loan Facility, and PNC BANK, NATIONAL ASSOCIATION, Solely With Respect to the Tranche 2 Term Loan Facility, AS CO-SYNDICATION AGENTS, TD BANK, and PNC BANK, NATIONAL ASSOCIATION, JPMORGAN CHASE BANK, N.A., BMO HARRIS BANK N.A., BANK OF THE WEST, CITIBANK, N.A., COMPASS BANK (December 11th, 2018)
Citigroup Commercial Mortgage Trust 2018-C6 – CO-LENDER AGREEMENT Dated as of November 28, 2018 by and Between CITI REAL ESTATE FUNDING INC. (Initial Note A-1 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-2 Holder) (December 11th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of November 28, 2018, by and between CITI REAL ESTATE FUNDING INC. ("CREFI" and together with its successors and assigns in interest, in its capacity as owner of Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent"), CREFI (together with its successors and assigns in interest, in its capacity as owner of Note A-2, the "Initial Note A-2 Holder" and, together with the Initial Note A-1 Holder and the Note A-2 Holder, the "Initial Note Holders").

Citigroup Commercial Mortgage Trust 2018-C6 – Contract (December 11th, 2018)
Citigroup Commercial Mortgage Trust 2018-C6 – CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER, and Citi REAL ESTATE FUNDING INC., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of December 1, 2018 Citigroup Commercial Mortgage Trust 2018-C6 Commercial Mortgage Pass- Through Certificates, Series 2018-C6 (December 11th, 2018)

This Mortgage Loan Purchase Agreement ("Agreement"), dated as of December 1, 2018, is between Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, as purchaser (the "Purchaser"), and Citi Real Estate Funding Inc., a New York corporation, as seller (the "Seller").

Citigroup Commercial Mortgage Trust 2018-C6 – 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 December 1, 2018 Citigroup Commercial Mortgage Trust 2018-C6 Commercial Mortgage Pass-Through Certificates, Series 2018-C6 (December 11th, 2018)

This Mortgage Loan Purchase Agreement ("Agreement"), dated as of December 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").

Berkshire Hills Bancorp, Inc. – Agreement and Plan of Merger (December 11th, 2018)

This is an Agreement and Plan of Merger, dated as of the 11th day of December, 2018 ("Agreement"), by and between Berkshire Hills Bancorp, Inc., a Delaware corporation ("Purchaser"), and SI Financial Group, Inc., a Maryland corporation (the "Company").

SI Financial Group, Inc. – Agreement and Plan of Merger (December 11th, 2018)

This is an Agreement and Plan of Merger, dated as of the 11th day of December, 2018 ("Agreement"), by and between Berkshire Hills Bancorp, Inc., a Delaware corporation ("Purchaser"), and SI Financial Group, Inc., a Maryland corporation (the "Company").

Summit Hotel Properties – Credit Agreement (December 10th, 2018)

CREDIT AGREEMENT dated as of December 6, 2018 (this "Agreement") among SUMMIT HOTEL OP, LP, a Delaware limited partnership (the "Borrower"), SUMMIT HOTEL PROPERTIES, INC., a Maryland corporation (the "Parent" or the "Parent Guarantor"), the entities listed on the signature pages hereof as the subsidiary guarantors (together with any Additional Guarantors (as hereinafter defined) acceding hereto pursuant to Section 5.01(j), 5.01(x) or 7.05, the "Subsidiary Guarantors" and, together with the Parent Guarantor, the "Guarantors"), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the initial lenders (the "Initial Lenders"), the Swing Line Banks (as hereinafter defined), DEUTSCHE BANK AG NEW YORK BRANCH ("DBNY"), BANK OF AMERICA, N.A., REGIONS BANK and U.S. BANK NATIONAL ASSOCIATION, as the initial issuers of Letters of Credit (as hereinafter defined) (the "Initial Issuing Banks"), DBNY, as administrative agent (together with any succes

BayCom Corp – AGREEMENT AND PLAN OF MERGER by and Between BAYCOM CORP and UNITI FINANCIAL CORPORATION Dated as of December 7, 2018 (December 10th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of December 7, 2018 (this "Agreement"), by and between BayCom Corp, a California corporation ("BayCom"), and Uniti Financial Corporation, a California corporation ("Uniti", and together with BayCom, the "Parties").

Agreement and Plan of Merger (December 10th, 2018)

THIS AGREEMENT AND PLAN OF MERGER, dated as of December 9, 2018 (this "Agreement"), is by and among Tivity Health, Inc., a Delaware corporation ("Parent"), Sweet Acquisition, Inc., a newly formed Delaware corporation and a direct, wholly-owned Subsidiary of Parent ("Merger Sub"), and Nutrisystem, Inc., a Delaware corporation (the "Company"). The Company, Parent and Merger Sub may be referred to herein as a "party" and collectively as the "parties."

Credit Agreement (December 10th, 2018)

I, the undersigned, the Chief Financial Officer of Urban One, Inc., a Delaware corporation (the "Borrower"), in that capacity only and not in my individual capacity (and without personal liability), do hereby certify as of the date hereof, and based upon facts and circumstances as they exist as of the date hereof (and disclaiming any responsibility for changes in such fact and circumstances after the date hereof), that:

IMAC Holdings, Inc. – IMAC Holdings, Inc. UNDERWRITING AGREEMENT (December 10th, 2018)
Agreement and Plan of Merger Dated as of December 9, 2018 by and Among Tivity Health, Inc. Sweet Acquisition, Inc. And Nutrisystem, Inc. (December 10th, 2018)
GRCR Partners Inc – Law Offices Of (December 10th, 2018)

We have acted as counsel to Seedo Corp., a Delaware corporation (the "Company"), in connection with the offering and sale by the Company of up to $550,000 of unsecured Convertible Debentures of the Company (the "Debentures" and the "Offering"). which Debentures are convertible into shares of common stock (the "Shares"). The Offering is subject to the terms and conditions of the Securities Purchase Agreement (the "SPA") dated between the Company and YAII PN, LTD. (the "Investor"). This letter is being furnished pursuant to Section 7(a)(v) of the SPA and is delivered in connection with the fulfillment of one of the conditions precedent to the obligations of the Investor to invest in the Offering. Certain capitalized terms used in this letter without definition are used in this letter as defined in the SPA.