INDEMNIFICATION AGREEMENTIndemnification Agreement • November 23rd, 2012 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 , by and between SILVER BAY REALTY TRUST CORP., a Maryland corporation (the “Company”), and (“Indemnitee”).
LOAN AGREEMENT Dated as of August 12, 2014 Between SBY 2014-1 BORROWER LLC as Borrower and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as LenderLoan Agreement • August 18th, 2014 • Silver Bay Realty Trust Corp. • Real estate investment trusts • New York
THIS LOAN AGREEMENT, dated as of August 12, 2014 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between SBY 2014-1 BORROWER LLC, a Delaware limited liability company, having its principal place of business at 3300 Fernbrook Lane North, Suite 210, Plymouth, MN 55447 (“Borrower”) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (“Lender”).
·] Shares SILVER BAY REALTY TRUST CORP. Common Stock UNDERWRITING AGREEMENTManagement Agreement • December 12th, 2012 • Silver Bay Realty Trust Corp. • Real estate investment trusts • New York
Introductory. Silver Bay Realty Trust Corp., a Maryland corporation (the “Company”), agrees with Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as representatives (the “Representatives”) of the several Underwriters named in Schedule A hereto (collectively, the “Underwriters”) to issue and sell to the several Underwriters [·] shares (the “Firm Securities”) of its common stock, par value $0.01 per share (the “Securities”), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [·] additional shares of its Securities (the “Optional Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” Pursuant to the Agreement of Limited Partnership (the “OP Agreement”) of Silver Bay Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership”), upon receipt o
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 26th, 2015 • Silver Bay Realty Trust Corp. • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of September 30, 2014 by and among Silver Bay Realty Trust Corp., a Maryland corporation (the “Company”), and the holders listed on Schedule I hereto (each an “Initial Holder” and, collectively, the “Initial Holders”).
CONTRIBUTION AGREEMENT DATED AS OF DECEMBER 4, 2012 BY AND AMONG SILVER BAY REALTY TRUST CORP., a Maryland corporation SILVER BAY OPERATING PARTNERSHIP L.P., a Delaware limited partnership AND THE CONTRIBUTORS as set forth on Schedule 1 heretoContribution Agreement • December 12th, 2012 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT is made and entered into as of December 4, 2012 (this “Agreement”), by and among Silver Bay Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership”), Silver Bay Realty Trust Corp., a Maryland corporation (the “REIT”), the contributors whose names appear on Schedule 1 hereto (each a “Contributor” and, collectively, the “Contributors”) and, for purposes of Section 5.04, Polar Cactus II LLC (the “Contributed Entity”) and for purposes of Section 1.04, Section 5.07 and Section 6.15, Provident Real Estate Advisors, LLC (“Provident”) in its capacity as the managing member of the Contributed Entity. Certain capitalized terms are defined in Section 6.02 of this Agreement.
MANAGEMENT AGREEMENTManagement Agreement • March 1st, 2013 • Silver Bay Realty Trust Corp. • Real estate investment trusts • New York
This MANAGEMENT AGREEMENT is made as of December 19, 2012 (the “Effective Date”) by and among SILVER BAY REALTY TRUST CORP., a Maryland corporation, on behalf of itself and its Subsidiaries (the “Company”), SILVER BAY OPERATING PARTNERSHIP L.P., a Delaware limited partnership (the “Operating Company”), PRCM REAL ESTATE ADVISERS LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”), and (as to Sections 3(a) and 9 only) PINE RIVER CAPITAL MANAGEMENT L.P., a Delaware limited liability company (“Pine River Capital”), and PINE RIVER DOMESTIC MANAGEMENT L.P., a Delaware limited liability company (“PRDM”).
AMENDMENT TO REAL ESTATE SALES CONTRACTReal Estate Sales Contract • February 25th, 2016 • Silver Bay Realty Trust Corp. • Real estate investment trusts • New York
This AMENDMENT TO REAL ESTATE SALES CONTRACT (this “Amendment”) is made and entered into this 15th day of December, 2015, by and among THE AMERICAN HOME REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation (“Seller”) and 2015C PROPERTY OWNER LLC, a Delaware limited liability company (the “Buyer”).
AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 4, 2012 BY AND AMONG SILVER BAY REALTY TRUST CORP., a Maryland corporation SILVER BAY OPERATING PARTNERSHIP L.P., a Delaware limited partnership PROVIDENT RESIDENTIAL REAL ESTATE FUND LLC a Minnesota...Agreement and Plan of Merger • December 12th, 2012 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 4, 2012, by and among Silver Bay Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership”), Silver Bay Realty Trust Corp., a Maryland corporation (the “REIT”), Provident Residential Real Estate Fund LLC, a Minnesota limited liability company (“RESI”), SB RESI I Merger Sub LLC, a wholly owned merger subsidiary of the Operating Partnership and a Minnesota limited liability company (“Merger Sub”) and for purposes of Section 2.04, Provident Real Estate Advisors, LLC (“Provident”) in its capacity as the managing member of RESI. Certain capitalized terms are defined in Section 8.02 of this Agreement.
CONTRIBUTION AGREEMENT DATED AS OF DECEMBER 4, 2012 BY AND AMONG SILVER BAY REALTY TRUST CORP., a Maryland corporation SILVER BAY OPERATING PARTNERSHIP L.P., a Delaware limited partnership AND TWO HARBORS OPERATING COMPANY LLC, a Delaware limited...Contribution Agreement • December 12th, 2012 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT is made and entered into as of December 4, 2012 (this “Agreement”), by and among Silver Bay Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership”), Silver Bay Realty Trust Corp., a Maryland corporation (the “REIT”), Two Harbors Operating Company LLC, a Delaware limited liability company (“Two Harbors LLC”), and for the purposes of ARTICLE IV, ARTICLE V and ARTICLE VI, Two Harbors Investment Corp. (“Two Harbors”). Certain capitalized terms are defined in Section 7.02 of this Agreement.
PROPERTY MANAGEMENT AGREEMENTProperty Management Agreement • August 7th, 2014 • Silver Bay Realty Trust Corp. • Real estate investment trusts • New York
This Property Management Agreement (the “Agreement”) is made and entered into as of May 10, 2014 (the “Effective Date”) by and between Silver Bay Operating Partnership L.P., a Delaware limited partnership (“Operating Partnership”), and Silver Bay Property Corp. (“Property Manager”) (each sometimes referred to as a “Party” and, collectively, the “Parties”) with reference to the following:
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • March 1st, 2013 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Maryland
This DIRECTOR DESIGNATION AGREEMENT (the “Agreement”), dated as of December 19, 2012, is entered into by and among Silver Bay Realty Trust Corp., a Maryland corporation (the “Company”), and Two Harbors Investment Corp., a Maryland corporation (“Two Harbors”).
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF SILVER BAY OPERATING PARTNERSHIP L.P. a Delaware limited partnership dated as of December 19, 2012Limited Partnership Agreement • March 1st, 2013 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF SILVER BAY OPERATING PARTNERSHIP L.P., dated as of December 19, 2012, is made and entered into by and among SILVER BAY MANAGEMENT LLC, a Delaware limited liability company, as the General Partner, SILVER BAY REALTY TRUST CORP., a Maryland corporation, as the Special Limited Partner, the Persons whose names are set forth on Exhibit A attached hereto, as additional limited partners as of the date of this Agreement, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG THE PROPERTY OWNERS PARTY HERETO FROM TIME TO TIME each as a Borrower, SILVER BAY OPERATING PARTNERSHIP L.P. as the Master Property Manager, solely with respect to Sections 2.8(a), 2.8(b)(ii),...Revolving Credit Agreement • May 7th, 2015 • Silver Bay Realty Trust Corp. • Real estate investment trusts • New York
Re: Property Management Agreement dated as of [____], 2012 (the “Property Management Agreement”) between [PROPERTY MANAGER] (the “Property Manager”) and Silver Bay Operating Partnership L.P. (the “Master Property Manager”), as successor by assignment to Silver Bay Property Corp.
PROPERTY MANAGEMENT AND ACQUISITION SERVICES AGREEMENTManagement and Acquisition Services Agreement • March 1st, 2013 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Minnesota
This Property Management and Acquisition Services Agreement (the “Agreement”) is made and entered into as of December 19, 2012 (the “Effective Date”), by and between Silver Bay Property Corp., a Delaware corporation (“Manager”) and Silver Bay Operating Partnership, L.P., a Delaware limited partnership (“Parent”) (each sometimes referred to as a “Party” and, collectively, the “Parties”) with reference to the following:
SILVER BAY REALTY TRUST CORP.Restricted Stock Agreement • May 5th, 2016 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Maryland
Unless otherwise defined herein, the terms defined in the Silver Bay Realty Trust Corp. 2012 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Agreement (the “Agreement”).
REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENTRepresentation, Warranty and Indemnity Agreement • December 12th, 2012 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Delaware
This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of December 4, 2012, by and among Silver Bay Realty Trust Corp., a Maryland corporation (the “REIT”), Silver Bay Operating Partnership L.P., a Delaware limited partnership and subsidiary of the REIT (the “Operating Partnership,” and collectively with the REIT, the “Consolidated Entities”), and Provident Real Estate Advisors LLC, a Minnesota limited liability company (“Provident”). Certain capitalized terms are defined in Section 4.02 of this Agreement.
January 19, 2016 David N. Miller Re: Transition Services, Separation Agreement and Release Dear David:Silver Bay Realty Trust Corp. • May 5th, 2016 • Real estate investment trusts • Minnesota
As discussed, you and Silver Bay Property Corp. (“Silver Bay” or the “Company”) have mutually agreed that your services to Silver Bay through Doherty Employment Group, Inc., the professional employer organization at which you are currently employed for the purpose of providing services to Silver Bay (the “PEO”), shall terminate effective as of February 15, 2016 (the “Termination Date”). All references herein to Silver Bay or the Company shall include the PEO to the extent appropriate based on the context. The purpose of this Transition Services, Separation Agreement and Release letter (“Agreement”) is to set forth the terms and conditions of your transition services and the specific separation benefits that Silver Bay will provide you in exchange for your agreement to the terms and conditions of this Agreement.
JOINDER AGREEMENTJoinder Agreement • August 6th, 2015 • Silver Bay Realty Trust Corp. • Real estate investment trusts • New York
This JOINDER AGREEMENT, dated April 1, 2015 (this “Joinder Agreement”) is delivered by each of 2013-A Property Holdings LLC, 2013B Property Owner LLC, 2015B Property Owner LLC, and SBY Finance TRS LLC (each a "New Borrower" and collectively, the “New Borrowers”) to BANK OF AMERICA, NATIONAL ASSOCIATION, as agent for each Lender (the “Agent”), pursuant to that certain Amended and Restated Revolving Credit Agreement, dated as of February 18, 2015 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Silver Bay Operating Partnership L.P., as the Master Property Manager, SB Financing Trust Owner LLC, as representative for all of the Borrowers (in such capacity, the “Borrower Representative”), the borrowers party thereto from time to time (the “Borrowers”), U.S. Bank National Association, as Calculation Agent and as Paying Agent, Bank of America, National Association as Joint Lead Arranger, as a Lender and as agent for ea
REAL ESTATE SALES CONTRACTReal Estate Sales Contract • May 7th, 2015 • Silver Bay Realty Trust Corp. • Real estate investment trusts • New York
Hand Delivered September 29, 2016 Christine Battist Re: Separation Agreement and Release Dear Christine:Silver Bay Realty Trust Corp. • November 3rd, 2016 • Real estate investment trusts
As we have discussed with you, your employment with Silver Bay Property Corp. (“Silver Bay”) will terminate effective September 29, 2016. Pursuant to the Severance and Change in Control Agreement among you, Silver Bay Property Corp., and Silver Bay Realty Trust Corp., dated January 21, 2016 (the “Severance Agreement”), Silver Bay Property Corp. is willing to provide you with the separation pay and benefits described in the Severance Agreement in exchange for your agreement to the terms and conditions of this Separation Agreement and Release (“Agreement”).
SILVER BAY REALTY TRUST CORP. RESTATED 2012 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENTEquity Incentive Plan • May 19th, 2016 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Maryland
Unless otherwise defined herein, the terms defined in the Silver Bay Realty Trust Corp. Restated 2012 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Agreement (the “Agreement”).
SECOND AMENDMENT AND JOINDER TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • January 21st, 2014 • Silver Bay Realty Trust Corp. • Real estate investment trusts • New York
This SECOND AMENDMENT AND JOINDER TO REVOLVING CREDIT AGREEMENT (this “Amendment and Joinder”), is made as of January 16, 2014, by and among SB Financing Trust Owner LLC, as the borrower representative (the “Borrower Representative”), THPI Acquisition Holdings LLC, a Delaware limited liability company, as a borrower (“THPI”), Provident Residential Real Estate Fund LLC, a Delaware limited liability company, as a borrower (“Provident”), 2012-B PROPERTY HOLDINGS LLC, a Delaware limited liability company, as a borrower (“2012-B Property Holdings”), Desert Chill LLC, a Delaware limited liability company, as a borrower (“Desert Chill”), Polar Cactus LLC, a Delaware limited liability company, as a borrower (“Polar Cactus”), Polar Cactus II LLC, a Delaware limited liability company, as a borrower (“Polar Cactus II”), Polar Cactus III LLC, a Delaware limited liability company, as a borrower (“Polar Cactus III”), Resi II LLC, a Delaware limited liability company, as a borrower (“Resi II”) and Ar
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 1st, 2013 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Delaware
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of December 19, 2012 by and among Silver Bay Realty Trust Corp., a Maryland corporation (the “Company”), and the holders listed on Schedule I hereto (each an “Initial REIT Stockholder” and, collectively, the “Initial REIT Stockholders”).
SILVER BAY REALTY TRUST CORP. RESTATED 2012 EQUITY INCENTIVE PLAN PERFORMANCE- BASED RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Agreement • August 4th, 2016 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Maryland
Unless otherwise defined herein, the terms defined in the Silver Bay Realty Trust Corp. Restated 2012 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Performance-Based Restricted Stock Unit Award Agreement (the “Agreement”).
CONSENT AND JOINDER AGREEMENTConsent and Joinder Agreement • November 3rd, 2016 • Silver Bay Realty Trust Corp. • Real estate investment trusts • New York
This CONSENT AND JOINDER AGREEMENT, dated October 4, 2016 (this “Consent and Joinder Agreement”) is delivered by 2016A Property Owner LLC (the "New Borrower") to BANK OF AMERICA, NATIONAL ASSOCIATION, as agent for each Lender (the “Agent”), pursuant to that certain Amended and Restated Revolving Credit Agreement, dated as of February 18, 2015 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Silver Bay Operating Partnership L.P., as the Master Property Manager, SB Financing Trust Owner LLC, as representative for all of the Borrowers (in such capacity, the “Borrower Representative”), the borrowers party thereto from time to time (the “Borrowers”), U.S. Bank National Association, as Calculation Agent and as Paying Agent, Bank of America, National Association as Joint Lead Arranger, as a Lender and as agent for each Lender, JPMorgan Chase Bank, National Association, as Joint Lead Arranger and a Lender and each Lende
SILVER BAY REALTY TRUST CORP.Restricted Stock Unit Award Agreement • February 19th, 2015 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Maryland
Unless otherwise defined herein, the terms defined in the Silver Bay Realty Trust Corp. 2012 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Performance-Based Restricted Stock Unit Award Agreement (the “Agreement”).
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 8th, 2013 • Silver Bay Realty Trust Corp. • Real estate investment trusts • New York
This FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”), is made as of May 17, 2013, by and among SB Financing Trust Owner LLC, as the borrower representative (the “Borrower Representative”), THPI Acquisition Holdings LLC, a Delaware limited liability company, as a borrower (“THPI”), Provident Residential Real Estate Fund LLC, a Delaware limited liability company, as a borrower (together with THPI and any other Borrower party hereto from time to time, the “Borrowers”), Silver Bay Operating Partnership L.P., a Delaware limited partnership, as the master property manager (the “Master Property Manager”), Bank of America, National Association, as the agent (in such capacity, the “Agent”) on behalf of the Lenders (as defined below) and the Lenders signatory hereto.
SILVER BAY OPERATING PARTNERSHIP L.P. AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT AND CONTINUATION OF BUSINESSLimited Partnership Agreement • August 7th, 2014 • Silver Bay Realty Trust Corp. • Real estate investment trusts
This Amendment to Limited Partnership Agreement and Continuation of Business is entered into by the undersigned parties, which parties constitute all of the current partners of the Silver Bay Operating Partnership L.P. (the “Partnership”).
FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • November 5th, 2015 • Silver Bay Realty Trust Corp. • Real estate investment trusts • New York
This FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”), is made as of October 20, 2015, by and among SB Financing Trust Owner LLC, as the borrower representative (the “Borrower Representative”), 2013-A Property Holdings LLC ("2013-A Property Holdings"), 2013B Property Owner LLC ("2013B Property Owner"), 2015B Property Owner LLC ("2015B Property Owner"), and SBY Finance TRS LLC ("SBY Finance TRS"), THPI Acquisition Holdings LLC (“THPI”), Provident Residential Real Estate Fund LLC (“Provident”), 2012-B PROPERTY HOLDINGS LLC (“2012-B Property Holdings”), 2012-C PROPERTY HOLDINGS LLC (“2012-C Property Holdings”), Desert Chill LLC (“Desert Chill”), Polar Cactus LLC (“Polar Cactus”), Polar Cactus II LLC (“Polar Cactus II”), Polar Cactus III LLC (“Polar Cactus III”), Resi II LLC (“Resi II”), and Arctic Citrus LLC (“Arctic Citrus” and together with 2012-B Property Holdings, 2012-C Property Holdings, Desert Chill, Polar Cactus, Polar Cactus II, Polar Cactus I
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2012 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Delaware
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of , 2012 by and among Silver Bay Realty Trust Corp., a Maryland corporation (the “Company”), and the holders listed on Schedule I hereto (each an “Initial REIT Stockholder” and, collectively, the “Initial REIT Stockholders”).
LIMITED PARTNERSHIP AGREEMENT OF SILVER BAY OPERATING PARTNERSHIP L.P.Limited Partnership Agreement • October 17th, 2012 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Delaware
This Limited Partnership Agreement of Silver Bay Operating Partnership L.P. (this “Agreement”), is entered into by and between Silver Bay Management Corp., as general partner (the “General Partner”), and Silver Bay Realty Trust Corp., as limited partner (the “Limited Partner”). The General Partner and the Limited Partner are referred to collectively as the “Partners.”
SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 28th, 2017 • Silver Bay Realty Trust Corp. • Real estate investment trusts • New York
This SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”), is made as of February 22, 2017, by and among SB Financing Trust Owner LLC, as the borrower representative (the “Borrower Representative”), 2013-A Property Holdings LLC (“2013-A Property Holdings”), 2013B Property Owner LLC (“2013B Property Owner”), 2015B Property Owner LLC (“2015B Property Owner”), and SBY Finance TRS LLC (“SBY Finance TRS”), THPI Acquisition Holdings LLC (“THPI”), Provident Residential Real Estate Fund LLC (“Provident”), 2012-B PROPERTY HOLDINGS LLC (“2012-B Property Holdings”), 2012-C PROPERTY HOLDINGS LLC (“2012-C Property Holdings”), Desert Chill LLC (“Desert Chill”), Polar Cactus LLC (“Polar Cactus”), Polar Cactus II LLC (“Polar Cactus II”), Polar Cactus III LLC (“Polar Cactus III”), Resi II LLC (“Resi II”), Arctic Citrus LLC (“Arctic Citrus”) and 2016A Property Owner LLC (“2016A Property Owner” and together with 2012-B Property Holdings, 2012-C Property Holdings, Desert
JOINDER AGREEMENTJoinder Agreement • August 8th, 2013 • Silver Bay Realty Trust Corp. • Real estate investment trusts • New York
This JOINDER AGREEMENT, dated June 28, 2013 (this “Joinder Agreement”) is delivered by 2012-B PROPERTY HOLDINGS LLC (“2012-B Property Holdings”), Desert Chill LLC (“Desert Chill”), Polar Cactus LLC (“Polar Cactus”), Polar Cactus II LLC (“Polar Cactus II”), Polar Cactus III LLC (“Polar Cactus III”), Resi II LLC (“Resi II”) and Arctic Citrus LLC (“Arctic Citrus” and together with 2012-B Property Holdings, Desert Chill, Polar Cactus, Polar Cactus II, Polar Cactus III and Resi II, the “New Borrowers”) to Bank of America, National Association, as agent for each Lender (the “Agent”), pursuant to that certain Revolving Credit Agreement, dated as of May 10, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Silver Bay Operating Partnership L.P., as the Master Property Manager, SB Financing Trust Owner LLC, as representative for all of the Borrowers (in such capacity, the “Borrower Representative”), the borrowers part
AGREEMENT AND PLAN OF MERGER by and among TRICON CAPITAL GROUP INC., TAH ACQUISITION HOLDINGS LLC, TAH ACQUISITION LP, SILVER BAY REALTY TRUST CORP., SILVER BAY MANAGEMENT LLC and SILVER BAY OPERATING PARTNERSHIP L.P.Agreement and Plan of Merger • February 27th, 2017 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Maryland
This AGREEMENT AND PLAN OF MERGER, dated as of February 27, 2017 (this “Agreement”), is by and among Tricon Capital Group Inc., a company incorporated under the laws of the Province of Ontario (“Ultimate Parent”), TAH Acquisition Holdings LLC, a Delaware limited liability company (“Parent”), TAH Acquisition LP, a Delaware limited partnership (“Parent LP”), Silver Bay Realty Trust Corp., a Maryland corporation (“Company”), Silver Bay Management LLC, a Delaware limited liability company (“Company GP”) and Silver Bay Operating Partnership L.P., a Delaware limited partnership (“Company LP”). Parent, Parent LP, Company, Company GP and Company LP are each sometimes referred to herein as a “Party” and collectively as the “Parties”. Ultimate Parent, Parent and Parent LP are collectively referred to herein as the “Parent Parties”. Company, Company GP and Company LP are collectively referred to herein as the “Company Parties”.
LIMITED PARTNERSHIP AGREEMENT OF SILVER BAY OPERATING PARTNERSHIP L.P.Limited Partnership Agreement • November 13th, 2012 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Delaware
This Limited Partnership Agreement of Silver Bay Operating Partnership L.P. (this “Agreement”), is entered into by and between Silver Bay Management LLC, as general partner (the “General Partner”), and Silver Bay Realty Trust Corp., as limited partner (the “Limited Partner”). The General Partner and the Limited Partner are referred to collectively as the “Partners.”
