Washington Sample Contracts

Agreement (April 23rd, 2018)

This Agreement (this Agreement) is made and entered into as of April 23, 2018 by and among Newell Brands Inc. (the Company) and the entities and natural persons set forth in the signature pages hereto (collectively, Starboard) (each of the Company and Starboard, a Party to this Agreement, and collectively, the Parties).

AXA Equitable Holdings, Inc. – TRANSITIONAL SERVICES AGREEMENT Between AXA S.A. And AXA EQUITABLE HOLDINGS, INC. Dated as of [], 2018 (April 23rd, 2018)

Transitional Services Agreement (this Agreement), dated [], 2018 (the Execution Date), between AXA S.A., a societe anonyme organized under the laws of France (AXA), and AXA Equitable Holdings, Inc., a corporation organized under the laws of Delaware (formerly known as AXA America Holdings, Inc., AEH, and together with AXA, the Parties, and each, a Party).

Unity Biotechnology, Inc. – Unity Biotechnology, Inc. Common Stock, Par Value $0.0001 Per Share Underwriting Agreement (April 23rd, 2018)
Amended and Restated Receivables Purchase Agreement (April 23rd, 2018)

This AMENDMENT NO. 7, dated as of March 6, 2018 (this "Amendment"), is made with respect to that certain Amended and Restated Receivables Purchase Agreement, dated as of November 18, 2011 (as amended, restated, supplemented or otherwise modified, the "Agreement"), among LPAC CORP., a Delaware corporation ( the "Seller"), LENNOX INDUSTRIES INC., a Delaware corporation, as master servicer thereunder (in such capacity, the "Master Servicer"), VICTORY RECEIVABLES CORPORATION, a Delaware corporation, as a Purchaser, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as administrative agent for the Investors (in such capacity, the "Administrative Agent"), the purchaser agent for the BTMU Purchaser Group (in such capacity, the "BTMU Purchaser Agent") and a BTMU Liquidity Bank, and WELLS FARGO BANK, NATIONAL ASSOCIATION ("WFB"), as the purchaser agent for the WFB Purchaser Group (in such capacity, the "WFB Purchaser Agent") and a WFB Liquidity Bank (the "WFB Liquidity Bank"). Capitalized terms used and

Carvana Co. – Contract (April 23rd, 2018)

We are acting as special counsel to Carvana Co., a Delaware corporation (the Company), in connection with the proposed registration of (i) 6,000,000 shares (the Primary Shares) of the Companys Class A common stock, par value $0.001 per share (Common Stock) to be sold by the Company pursuant to a Registration Statement on Form S-1, originally filed with the Securities and Exchange Commission (the Commission) on April 23, 2018, under the Securities Act of 1933, as amended (the Act) (such Registration Statement, as amended or supplemented, is hereinafter referred to as the Registration Statement) and (ii) up to 5,500,000 shares (the Secondary Shares) of Common stock to be issued by the Company upon exchange by certain holders of units of Carvana Group, LLC (Carvana Group) and a corresponding number of shares of the Companys Class B common stock, $0.001 par value per share (the Class B Shares), pursuant to and in accordance with the Exchange Agreement, dated as of April 27, 2017, among the

Appian Corp – DEED OF LEASE by and Between TAMARES 7950 OWNER LLC (Landlord) and APPIAN CORPORATION (Tenant) at VALO PARK 7950 Jones Branch Drive Tysons, Virginia April 17, 2018 (April 23rd, 2018)

This Summary of Basic Lease Information (Summary) is hereby incorporated into and made a part of the attached Lease. Each reference in the Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Lease, the terms of the Lease shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Lease.

Sunoco Logistics Partners Lp – Representing Limited Partner Interests UNDERWRITING AGREEMENT (April 23rd, 2018)
Restated Articles of Incorporation (April 23rd, 2018)

The following version of the Restated Articles of Incorporation of Umpqua Holdings Corporation, an Oregon corporation (the "Corporation"), filed with the Oregon Secretary of State on June 21, 2006, has been prepared for and filed with the U.S. Securities and Exchange Commission and includes the amendments reflected in Articles of Amendment filed with the Oregon Secretary of State on November 10, 2008; February 5, 2010; April 21, 2010; April 18, 2014; and April 19, 2018:

BC Partners Lending Corp – Directions for the Completion of the Subscription Documents (April 23rd, 2018)
United Community Banks, Inc. Indenture Dated as of _____________ ___, 20___ Trustee, Registrar, Paying Agent and Service Agent (April 20th, 2018)

Indenture dated as of __________ ___, 20___ between UNITED COMMUNITY BANKS, INC., a Georgia corporation (the "Company"), and __________________, as trustee (the "Trustee"), registrar, paying agent and service agent.

China Ceramics Co. – Form of Securities Purchase Agreement (April 20th, 2018)

This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of April [_], 2018, is by and among China Ceramics Co., Ltd., a British Virgin Islands company (the "Company"), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

Coresite Realty Corp. – First Amendment to Amended and Restated Term Loan Agreement and Other Loan Documents (April 20th, 2018)

THIS AMENDED AND RESTATED TERM LOAN AGREEMENT is made as of the 19th day of April, 2017, by and among CORESITE, L.P., a Delaware limited partnership (Borrower), ROYAL BANK OF CANADA (RBC), the other lending institutions which are parties to this Agreement as Lenders, and the other lending institutions that may become parties hereto pursuant to SS 18, and ROYAL BANK OF CANADA, as Administrative Agent for the Lenders (the Agent), with REGIONS BANK as Syndication Agent, and RBC CAPITAL MARKETS, REGIONS CAPITAL MARKETS, TD SECURITIES (USA) LLC and WELLS FARGO SECURITIES, LLC, as Joint Lead Arrangers and Joint Book Managers.

Cco Holdings Llc – Cross-Reference Table* (April 20th, 2018)

NINTH SUPPLEMENTAL INDENTURE dated as of April 17, 2018 (the Supplemental Indenture) among Charter Communications Operating, LLC, a Delaware limited liability company (and any successor Person thereto, CCO), Charter Communications Operating Capital Corp., a Delaware corporation (Capital Corp and, together with CCO, the Issuers), CCO Holdings, LLC, a Delaware limited liability company (CCO Holdings), the subsidiary guarantors party hereto (together with CCO Holdings, the Note Guarantors) and The Bank of New York Mellon Trust Company, N.A., as trustee (and together with its successors in such capacity, the Trustee) and as Collateral Agent (and together with its successors in such capacity, the Collateral Agent).

United Community Banks, Inc. Indenture Dated as of _____________ ___, 20___ Trustee, Registrar, Paying Agent and Service Agent (April 20th, 2018)

Indenture dated as of __________ ___, 20___ between UNITED COMMUNITY BANKS, INC., a Georgia corporation (the "Company"), and __________________, as trustee (the "Trustee"), registrar, paying agent and service agent.

Cincinnati Bancorp – Agreement and Plan of Merger Dated as of April 18, 2018 by and Among Cf Mutual Holding Company, Cincinnati Bancorp, Cincinnati Federal and Kentucky Federal Savings and Loan Association (April 20th, 2018)

This Agreement and Plan of Merger, dated as of the April 18, 2018 (the "Agreement"), is made by and among CF Mutual Holding Company (the "MHC"), Cincinnati Bancorp (the "Mid-Tier"), Cincinnati Federal, and Kentucky Federal Savings and Loan Association ("KF"). Hereinafter, the MHC, the Mid-Tier and Cincinnati Federal are individually referred to as a "Cincinnati Federal Party" and collectively referred to as the "Cincinnati Federal Parties."

Coresite Realty Corp. – FOURTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF APRIL 19, 2018 by and Among CORESITE, L.P., AS PARENT BORROWER, CORESITE REAL ESTATE 70 INNERBELT, L.L.C., CORESITE REAL ESTATE 900 N. ALAMEDA, L.P., CORESITE REAL ESTATE 2901 CORONADO, L.P., CORESITE REAL ESTATE 1656 McCarthy, L.P., CORESITE REAL ESTATE 427 S. LASALLE, L.L.C., CORESITE REAL ESTATE 2972 STENDER, L.P., CORESITE REAL ESTATE 12100 SUNRISE VALLEY DRIVE L.L.C., CORESITE REAL ESTATE 2115 NW 22ND STREET, L.L.C., CORESITE ONE WILSHIRE, L.L.C., CORESITE REAL ESTATE 55 S. MARKET STREET, L.L.C., and CORESITE REAL ESTATE 3032 CORONA (April 20th, 2018)

THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT is made as of the 19th day of April, 2018, by and among CORESITE, L.P., a Delaware limited partnership (Parent Borrower), the Subsidiary Guarantors a party hereto, KEYBANK NATIONAL ASSOCIATION (KeyBank), the other lending institutions which are parties to this Agreement as Lenders, and the other lending institutions that may become parties hereto pursuant to SS18, and KEYBANK NATIONAL ASSOCIATION, as administrative agent for the Lenders (the Agent), REGIONS BANK, TD SECURITIES (USA) LLC, and WELLS FARGO SECURITIES as Co-Documentation Agents, RBC CAPITAL MARKETS, LLC as Syndication Agent, and KEYBANC CAPITAL MARKETS, REGIONS CAPITAL MARKETS, RBC CAPITAL MARKETS, LLC, TD SECURITIES (USA) LLC and WELLS FARGO SECURITIES as Joint Lead Arrangers and Joint Book Managers.

MEMBERS Life Insurance Co – Contract (April 20th, 2018)

MEMBERS Life Insurance Co 0001562577 S-1 2017-12-31 --12-31 mlic Non-accelerated Filer Yes No No false 2017 FY 10650000 11037000 10667000 10539000 10667000 10539000 18440000 18732000 113000 116000 12000 15000 8492000 11460000 137000 415000 2471000 1637000 69005000 20221000 2586417000 1706430000 2771000 6196000 16257000 12774000 69005000 20221000 2567719000 1683145000 5 5 1000 1000 1000 1000 1000 1000 5000000 5000000 10500000 10500000 6000 -175000 3187000 8108000 18698000 23285000 2586417000 1706430000 3996000 3415000 5336000 181000 -53000 -235000 334000 -98000 -437000 -5000 5000000 10500000 222000 3493000 19215000 0 0 0 2780000 0 0 -447000 0 5000000 10500000 -225000 6273000 21548000 0 0 0 1835000 0 0 -98000 0 5000000 10500000 -323000 8108000 23285000 0 0 0 2079000 0 0 334000 0 0 0 0 -7000000 5000000 10500000 11000 3187000 18698000 0 0 -18000 0 0 -241000 -24

Destination Maternity – Amendment No. 3 to Amended and Restated Credit Agreement (April 19th, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is entered into as of March 25, 2016, among DESTINATION MATERNITY CORPORATION, a Delaware corporation (the "Lead Borrower"), CAVE SPRINGS, INC., a Delaware corporation ("Cave", and together with Lead Borrower, each a "Borrower" and collectively, the "Borrowers"), the Guarantors, each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swing Line Lender and L/C Issuer.

Hyundai Auto Receivables Trust 2018-A – INDENTURE Between HYUNDAI AUTO RECEIVABLES TRUST 2018-A, as Issuer and CITIBANK, N.A. As Indenture Trustee Dated as of April 18, 2018 (April 19th, 2018)

Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 2 Section 1.01 Definitions 2 Section 1.02 Other Definitional Provisions 2 Section 1.03 Incorporation by Reference of Trust Indenture Act 3 ARTICLE II. THE NOTES 3 Section 2.01 Form 3 Section 2.02 Execution, Authentication and Delivery 4 Section 2.03 Temporary Notes 4 Section 2.04 Registration; Registration of Transfer and Exchange 5 Section 2.05 [Reserved] 7 Section 2.06 Mutilated, Destroyed, Lost or Stolen Notes 7 Section 2.07 Persons Deemed Note Owners 8 Section 2.08 Payment of Principal and Interest; Defaulted Interest 8 Section 2.09 Cancellation 9 Section 2.10 Book-Entry Notes 10 Section 2.11 Notices to Clearing Agency 10 Section 2.12 D

Hyundai Auto Receivables Trust 2018-A – SALE AND SERVICING AGREEMENT Among HYUNDAI AUTO RECEIVABLES TRUST 2018-A, Issuer, HYUNDAI ABS FUNDING, LLC, Depositor, HYUNDAI CAPITAL AMERICA, Seller and Servicer, and CITIBANK, N.A., Indenture Trustee Dated as of April 18, 2018 (April 19th, 2018)

This SALE AND SERVICING AGREEMENT, dated as of April 18, 2018, among HYUNDAI AUTO RECEIVABLES TRUST 2018-A, a Delaware statutory trust (the "Issuer"), HYUNDAI ABS FUNDING, LLC, a Delaware limited liability company (the "Depositor"), HYUNDAI CAPITAL AMERICA, a California corporation, as servicer (in such capacity, the "Servicer") and as seller (in such capacity, the "Seller"), and CITIBANK, N.A., a national banking association, as indenture trustee (the "Indenture Trustee").

Hanover Capital Mortgage Holdings, Inc. – April 18, 2018 Thomas Marano Dear Tom: (April 18th, 2018)

It is with great pleasure that we confirm our offer for you to serve as the Chief Executive Officer and President of Ditech Holding Corporation (the Company). This letter (the Letter Agreement) sets forth the basic terms and conditions of your employment. Your appointment will become effective upon your acceptance of the offer and confirmation by the Board of Directors of the Company (the Board) (the Effective Date).

CSAIL 2018-CX11 Commercial Mortgage Trust – CREDIT SUISSE COMMERCIAL MORTGAGE SECURITIES CORP., PURCHASER and Natixis Real Estate Capital LLC, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of April 3, 2018 Series 2018-Cx11 (April 18th, 2018)

This Mortgage Loan Purchase Agreement (this "Agreement"), dated as of April 3, 2018, is between Credit Suisse Commercial Mortgage Securities Corp., a Delaware corporation, as purchaser (in such capacity, the "Purchaser"), and Natixis Real Estate Capital LLC, a Delaware limited liability company, as seller (the "Seller").

Southwestern Public Svc Co – PUBLIC SERVICE COMPANY OF COLORADO TO MORGAN GUARANTY TRUST COMPANY OF NEW YORK Trustee Indenture Dated as of October 1, 1993 (April 18th, 2018)

INDENTURE, dated as of October 1, 1993, between PUBLIC SERVICE COMPANY OF COLORADO, a corporation organized and existing under the laws of the State of Colorado (herein called the Company), and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a banking corporation organized and existing under the laws of the State of New York, Trustee.

Baytex Credit Corp. – Employment Agreement (April 18th, 2018)

This Employment Agreement is made and entered into this 1st day of November, 2017, by and between Baytex Credit Corp, a Texas corporation, with its principal place of business in Houston, Texas (hereinafter referred to as the "Company"), and Martin D. Estill an individual residing in Houston, Texas (hereinafter referred to as "Employee").

CSAIL 2018-CX11 Commercial Mortgage Trust – CREDIT SUISSE COMMERCIAL MORTGAGE SECURITIES CORP., PURCHASER and BARCLAYS BANK PLC, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of April 3, 2018 Series 2018-Cx11 (April 18th, 2018)

This Mortgage Loan Purchase Agreement (this "Agreement"), dated as of April 3, 2018, is between Credit Suisse Commercial Mortgage Securities Corp., a Delaware corporation, as purchaser (in such capacity, the "Purchaser"), and Barclays Bank PLC, a public limited company registered in England and Wales, as seller (the "Seller").

CSAIL 2018-CX11 Commercial Mortgage Trust – Contract (April 18th, 2018)
CSAIL 2018-CX11 Commercial Mortgage Trust – Contract (April 18th, 2018)
Settlement Agreement (April 18th, 2018)

This SETTLEMENT AGREEMENT is made and entered into as of April 16, 2018 (the "Agreement") by and among Command Center, Inc., a Washington corporation (the "Company"), Ephraim Fields (the "Investor" or a "Participant" as defined below) and each of the other parties listed on Exhibit A hereto (each, a "Participant" and collectively with the Investor, the "Participants"). The Company and the Participants are each referred to herein as a "Party" and collectively, the "Parties."

Settlement Agreement and Mutual Release (April 18th, 2018)

This Settlement Agreement and Mutual Release (the "Agreement") is entered into by and between Wynn Resorts, Limited ("Wynn Resorts"), Stephen A. Wynn, Elaine P. Wynn and Kimmarie Sinatra (the "Parties"). Wynn Resorts, Stephen A. Wynn and Kimmarie Sinatra are hereinafter collectively referred to as "the Wynn Parties" and Stephen A. Wynn, Elaine P. Wynn and Kimmarie Sinatra are hereinafter collectively referred to as "the Individuals". In consideration of the mutual covenants and agreements of the Parties, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

Contract (April 18th, 2018)
Hanover Capital Mortgage Holdings, Inc. – April 18, 2018 Ritesh Chaturbedi Dear Ritesh: (April 18th, 2018)

It is with great pleasure that we confirm our offer for you to serve as the Chief Operating Officer of Ditech Holding Corporation (the Company). This letter (the Letter Agreement) sets forth the basic terms and conditions of your employment. Your appointment will become effective upon your acceptance of the offer and confirmation by the Board of Directors of the Company (the Board) (the Effective Date).

Baytex Credit Corp. – Employment Agreement (April 18th, 2018)

This Employment Agreement is made and entered into this 1st day of November, 2017, by and between Baytex Credit Corp, a Texas corporation, with its principal place of business in Houston, Texas (hereinafter referred to as the "Company"), and William V. Walker an individual residing in Houston, Texas (hereinafter referred to as "Employee").

Logistics Property Trust Inc. – Agreement Regarding Assignment and Assumption of Purchase Agreement (April 18th, 2018)

THIS AGREEMENT REGARDING ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT (Assignment Agreement) is made and entered into by LANIC ENGINEERING, INC., a California corporation (Assignor), and BCI IV ACQUISITIONS LLC, a Delaware limited liability company (Assignee), as of February 23, 2018 (Effective Date).

Alphatec Holdings – Amended and Restated Registration Rights Agreement by and Among Alphatec Holdings, Inc. And Each Purchaser Identified on the Signature Pages Hereto April 16, 2018 (April 16th, 2018)

This Amended and Restated Registration Rights Agreement (this Agreement) is made and entered into as of April 16, 2018, between Alphatec Holdings, Inc., a Delaware corporation (the Company), and each of the several persons signatory hereto (each such purchaser, a Purchaser and, collectively, the Purchasers).

Nlight, Inc. – Nlight, Inc. 2018 Equity Incentive Plan (April 16th, 2018)