0000950123-16-022657 Sample Contracts

LOAN AGREEMENT Dated as of January 29, 2015 between 2015-1 IH2 BORROWER L.P., as Borrower, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Lender
Loan Agreement • November 23rd, 2016 • Invitation Homes Inc. • Real estate operators (no developers) & lessors • New York

THIS LOAN AGREEMENT, dated as of January 29, 2015 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between 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 (together with its successors and assigns, collectively, “Lender”) and 2015-1 IH2 BORROWER L.P., a Delaware limited partnership, having an address at c/o Blackstone Real Estate Advisors L.P., 345 Park Avenue, New York, New York 10154 (together with its permitted successors and assigns, collectively, “Borrower”).

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LOAN AGREEMENT Dated as of December 19, 2013 among THE PERSONS FROM TIME TO TIME PARTY HERETO AS BORROWERS, IH3 PROPERTY HOLDCO L.P., solely with respect to Section 5.07, THE PERSONS FROM TIME TO TIME PARTY HERETO AS LENDERS, DEUTSCHE BANK SECURITIES,...
Loan Agreement • November 23rd, 2016 • Invitation Homes Inc. • Real estate operators (no developers) & lessors • New York

THIS LOAN AGREEMENT, dated as of December 19, 2013, is by and among THE PERSONS FROM TIME TO TIME PARTY HERETO as Borrowers, IH3 PROPERTY HOLDCO L.P. solely with respect to Section 5.07, THE PERSONS FROM TIME TO TIME PARTY HERETO as Lenders, DEUTSCHE BANK SECURITIES, INC., as Sole Lead Arranger, DEUTSCHE BANK SECURITIES, INC., JPMORGAN CHASE BANK, N.A. and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Co-Lead Managers, DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent for the Lenders, GERMAN AMERICAN CAPITAL CORPORATION, as Collateral Agent for the Lenders, and WELLS FARGO BANK, N.A., as Calculation Agent, Paying Agent and Securities Intermediary. Capitalized terms used herein shall have the meanings specified in Section 1.01.

EMPLOYMENT AGREEMENT (John B. Bartling Jr.)
Employment Agreement • November 23rd, 2016 • Invitation Homes Inc. • Real estate operators (no developers) & lessors • New York

EMPLOYMENT AGREEMENT (the “Agreement”) dated November 25, 2014 (the “Effective Date”) by and between Invitation Homes L.P. (the “Company”) and John B. Bartling Jr. (“Executive”).

EMPLOYMENT AGREEMENT (Dallas Bradford Tanner)
Employment Agreement • November 23rd, 2016 • Invitation Homes Inc. • Real estate operators (no developers) & lessors • New York

WHEREAS, the Executive and the Company entered into an Employment Agreement dated as of October 11, 2012 (the “Prior Agreement”, such date, the “Original Effective Date”), pursuant to which the Executive serves as an employee of the Company and/or one or more of its affiliates;

AMENDMENT NO. 2 TO LOAN AGREEMENT
Loan Agreement • November 23rd, 2016 • Invitation Homes Inc. • Real estate operators (no developers) & lessors • New York

This AMENDMENT NO. 2 TO LOAN AGREEMENT (this “Amendment”), dated as of April 23, 2015, is to that certain Loan Agreement dated as of December 19, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) by and among THE PERSONS IDENTIFIED AS BORROWERS ON THE SIGNATURE PAGES HERETO (collectively, the “Borrowers”); IH3 PROPERTY HOLDCO L.P. (the “Parent” and collectively with the Borrowers, the “Relevant Parties”); THE LENDERS PARTY THERETO (collectively, the “Lenders”); WELLS FARGO BANK, N.A., as Calculation Agent, Paying Agent and Securities Intermediary; GERMAN AMERICAN CAPITAL CORPORATION, as Collateral Agent; and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

AMENDMENT NO. 2 TO LOAN AGREEMENT
Loan Agreement • November 23rd, 2016 • Invitation Homes Inc. • Real estate operators (no developers) & lessors • New York

This AMENDMENT NO. 2 TO LOAN AGREEMENT (this “Amendment”), dated as of June 11, 2015, is to that certain Loan Agreement dated as of May 5, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) by and among THE PERSONS IDENTIFIED AS BORROWERS ON THE SIGNATURE PAGES HERETO (collectively, the “Borrowers”); IH4 PROPERTY HOLDCO L.P. (the “Parent” and collectively with the Borrowers, the “Relevant Parties”); THE LENDERS PARTY THERETO (collectively, the “Lenders”); WELLS FARGO BANK, N.A., as Calculation Agent, Paying Agent and Securities Intermediary; GERMAN AMERICAN CAPITAL CORPORATION, as Collateral Agent; and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

LOAN AGREEMENT Dated as of August 14, 2014 between 2014-2 IH BORROWER L.P., as Borrower, and GERMAN AMERICAN CAPITAL CORPORATION, as Lender
Loan Agreement • November 23rd, 2016 • Invitation Homes Inc. • Real estate operators (no developers) & lessors • New York

THIS LOAN AGREEMENT, dated as of August 14, 2014 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, 10th Floor, New York, New York 10005 (together with its successors and assigns, collectively, “Lender”) and 2014-2 IH BORROWER L.P., a Delaware limited partnership, having an address at c/o Blackstone Real Estate Advisors L.P., 345 Park Avenue, New York, New York 10154 (together with its permitted successors and assigns, collectively, “Borrower”).

AMENDMENT NO. 4 TO LOAN AGREEMENT
Loan Agreement • November 23rd, 2016 • Invitation Homes Inc. • Real estate operators (no developers) & lessors • New York

This AMENDMENT NO. 4 TO LOAN AGREEMENT (this “Amendment”), dated as of January 6, 2016, is to that certain Loan Agreement dated as of December 19, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) by and among THE PERSONS IDENTIFIED AS BORROWERS ON THE SIGNATURE PAGES HERETO (collectively, the “Borrowers”); IH3 PROPERTY HOLDCO L.P. (the “Parent” and collectively with the Borrowers, the “Relevant Parties”); THE LENDERS PARTY THERETO (collectively, the “Lenders”); WELLS FARGO BANK, N.A., as Calculation Agent, Paying Agent and Securities Intermediary; GERMAN AMERICAN CAPITAL CORPORATION, as Collateral Agent; and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

LOAN AGREEMENT Dated as of November 19, 2013 between 2013-1 IH BORROWER L.P., as Borrower, and GERMAN AMERICAN CAPITAL CORPORATION, as Lender
Loan Agreement • November 23rd, 2016 • Invitation Homes Inc. • Real estate operators (no developers) & lessors • New York

THIS LOAN AGREEMENT, dated as of November 19, 2013 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, 10th Floor, New York, New York 10005 (together with its successors and assigns, collectively, “Lender”) and 2013-1 IH BORROWER L.P., a Delaware limited partnership, having an address at c/o Blackstone Real Estate Advisors L.P., 345 Park Avenue, New York, New York 10154 (together with its permitted successors and assigns, collectively, “Borrower”).

AMENDMENT NO. 6 TO LOAN AGREEMENT
Loan Agreement • November 23rd, 2016 • Invitation Homes Inc. • Real estate operators (no developers) & lessors • New York

This AMENDMENT NO. 6 TO LOAN AGREEMENT (this “Amendment”), dated as of May 27, 2016 (the “Sixth Amendment Date”), is made by and among THE PERSONS IDENTIFIED AS BORROWERS ON THE SIGNATURE PAGES HERETO (collectively, the “Borrowers”); IH3 PROPERTY HOLDCO L.P. (the “Parent” and collectively with the Borrowers, the “Relevant Parties”); THE LENDERS PARTY HERETO (collectively, the “Lenders”); WELLS FARGO BANK, N.A., as Calculation Agent, Paying Agent and Securities Intermediary; DEUTSCHE BANK AG, NEW YORK BRANCH (“Deutsche Bank”), as the resigning Administrative Agent under the Loan Agreement described below (in such capacity, the “Resigning Administrative Agent”); GERMAN AMERICAN CAPITAL CORPORATION (“GACC”), as the resigning Collateral Agent under the Loan Agreement (in such capacity, the “Resigning Collateral Agent”); and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as the successor Administrative Agent (in such capacity, the “Successor Administrative Agent”) and successor Collateral Agent (i

AMENDMENT NO. 1 TO LOAN AGREEMENT
Loan Agreement • November 23rd, 2016 • Invitation Homes Inc. • Real estate operators (no developers) & lessors • New York

This AMENDMENT NO. 1 TO LOAN AGREEMENT (this “Amendment”), dated as of December 18, 2014, is to that certain Loan Agreement dated as of December 19, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) by and among THE PERSONS IDENTIFIED AS BORROWERS ON THE SIGNATURE PAGES HERETO (collectively, the “Borrowers”); IH3 PROPERTY HOLDCO L.P. (the “Parent” and collectively with the Borrowers, the “Relevant Parties”); THE LENDERS PARTY THERETO (collectively, the “Lenders”); WELLS FARGO BANK, N.A., as Calculation Agent, Paying Agent and Securities Intermediary; GERMAN AMERICAN CAPITAL CORPORATION, as Collateral Agent; and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

AMENDMENT NO. 3 TO LOAN AGREEMENT
Loan Agreement • November 23rd, 2016 • Invitation Homes Inc. • Real estate operators (no developers) & lessors • New York

This AMENDMENT NO. 3 TO LOAN AGREEMENT (this “Amendment”), dated as of May 5, 2016, is to that certain Loan Agreement dated as of May 5, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) by and among THE PERSONS IDENTIFIED AS BORROWERS ON THE SIGNATURE PAGES HERETO (collectively, the “Borrowers”); IH4 PROPERTY HOLDCO L.P. (the “Parent” and collectively with the Borrowers, the “Relevant Parties”); THE LENDERS PARTY THERETO (collectively, the “Lenders”); WELLS FARGO BANK, N.A., as Calculation Agent, Paying Agent and Securities Intermediary; GERMAN AMERICAN CAPITAL CORPORATION, as Collateral Agent; and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

AMENDMENT NO. 1 TO LOAN AGREEMENT
Loan Agreement • November 23rd, 2016 • Invitation Homes Inc. • Real estate operators (no developers) & lessors • New York

This Amendment No. 1 to Loan Agreement (this “Amendment”), dated as of April 23, 2015, is to that certain Loan Agreement dated as of December 5, 2014 (as amended, restated, supplemented or otherwise modified, the “Loan Agreement”), among the persons identified as borrowers on the signature pages hereto (the “Borrowers”); IH5 PROPERTY HOLDCO L.P.; the lenders party thereto (the “Lenders”); WELLS FARGO BANK, N.A., as the Calculation Agent, Paying Agent, and Securities Intermediary; GERMAN AMERICAN CAPITAL CORPORATION, as the Collateral Agent; and DEUTSCHE BANK AG, NEW YORK BRANCH, as the Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

AMENDMENT NO. 5 TO LOAN AGREEMENT
Loan Agreement • November 23rd, 2016 • Invitation Homes Inc. • Real estate operators (no developers) & lessors • New York

This AMENDMENT NO. 5 TO LOAN AGREEMENT (this “Amendment”), dated as of March 28, 2016, is to that certain Loan Agreement dated as of December 19, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) by and among THE PERSONS IDENTIFIED AS BORROWERS ON THE SIGNATURE PAGES HERETO (collectively, the “Borrowers”); IH3 PROPERTY HOLDCO L.P. (the “Parent” and collectively with the Borrowers, the “Relevant Parties”); THE LENDERS PARTY THERETO (collectively, the “Lenders”); WELLS FARGO BANK, N.A., as Calculation Agent, Paying Agent and Securities Intermediary; GERMAN AMERICAN CAPITAL CORPORATION, as Collateral Agent; and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

LOAN AGREEMENT Dated as of May 30, 2014 between 2014-1 IH BORROWER L.P., as Borrower, and GERMAN AMERICAN CAPITAL CORPORATION, as Lender
Loan Agreement • November 23rd, 2016 • Invitation Homes Inc. • Real estate operators (no developers) & lessors • New York

THIS LOAN AGREEMENT, dated as of May 30, 2014 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, 10th Floor, New York, New York 10005 (together with its successors and assigns, collectively, “Lender”) and 2014-1 IH BORROWER L.P., a Delaware limited partnership, having an address at c/o Blackstone Real Estate Advisors L.P., 345 Park Avenue, New York, New York 10154 (together with its permitted successors and assigns, collectively, “Borrower”).

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