Common use of Assignment and Assumption of Leases Clause in Contracts

Assignment and Assumption of Leases. Kingston Bedford Joint Venture LLC, with an address ▇/▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, State Street Financial Center, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Assignor”), for valuable consideration received, hereby assigns to , a having an office at (“Assignee”) all of Assignor’s right, title, interest and obligations as owner of certain real property and improvements known as , which real property is more fully described on Exhibit A, attached hereto and incorporated herein by this reference (the “Property”), under each lease and tenancy affecting the Property (individually, a “Tenant Lease”, and collectively, the “Tenant Leases”), which Tenant Leases are identified and described on Schedule I, attached to this Assignment and incorporated herein by this reference, together with all right, power, and authority of Assignor to alter, modify, or otherwise change the terms of the Tenant Leases and to surrender, cancel, and terminate the Tenant Leases or any of them, and together with all rents, income, and profits arising from the Tenant Lease from and after the date of this Assignment, and from any renewals of the Tenant Leases, including, without limitation, any security and damage deposits described therein. Assignee hereby accepts the foregoing assignment, assumes all of Assignor’s right, title, interest and obligations under the Tenant Leases, and agrees to indemnify and hold harmless Assignor from and against any and all loss, cost, damage and expense (including reasonable attorneys’ fees) arising out of any of the Tenant Leases from and after the date hereof. This Assignment shall benefit and bind Assignor and Assignee and the heirs, legal representatives, successors, and assigns of each of them.

Assignment and Assumption of Leases. Kingston Bedford Joint Venture LLCFor valuable consideration, with an address ▇/▇ ▇▇▇ the receipt and sufficiency of which are hereby acknowledged, 1▇▇▇▇ ▇▇▇▇▇▇▇, State Street Financial Center, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇INVESTORS LP, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ a Delaware limited partnership (the “Assignor”), for valuable consideration receivedhereby assigns, hereby assigns transfers and delegates to ____________________________, a having an office at ____________________________ (the “Assignee”) ), and Assignee hereby agrees to assume and accept the assignment and delegation of all of Assignor’s right, titletitle and interest, interest except for Assignor’s right to collect delinquent rent, in and to the Landlord’s rights and obligations as owner of certain real under the leases and the security deposits relating to the property and improvements known as , which real property is Commerce Plaza Hillcrest and more fully particularly described on Exhibit A, A attached hereto hereto. The leases and incorporated herein by this reference security deposits (the “Property”), under each lease and tenancy affecting the Property (individually, a “Tenant Lease”, and collectively, the “Tenant Leases”), which Tenant Leases ) are identified and described listed on Schedule I, Exhibit B attached to hereto. By accepting this Assignment and incorporated herein Assumption of Leases (this “Assignment”) and by this referenceits execution hereof, together with all right, powerAssignee assumes the payment and performance of, and authority of Assignor agrees to alterpay, modifyperform and discharge, all the debts, duties and obligations to be paid, performed or otherwise change the terms of the Tenant Leases and to surrender, cancel, and terminate the Tenant Leases or any of them, and together with all rents, income, and profits arising from the Tenant Lease discharged from and after the date of this Assignmenthereof, by the “landlord” or the “lessor” under the terms, covenants and from any renewals conditions of the Tenant Leases, including, without limitation, any brokerage commissions and compliance with the terms of the Leases and applicable laws relating to tenant improvements and security deposits. Subject to the limitation on liability in Section 11.16 of that certain Purchase and damage deposits described therein. Assignee hereby accepts the foregoing assignmentSale and Escrow Agreement dated March 12, assumes all of 2015 between Assignor and Assignee, which shall apply to and expressly limit Assignor’s rightindemnification obligations hereunder, titlefor a period of six (6) months from the date hereof (“Survival Period”), interest Assignor shall indemnify Assignee against and hold Assignee harmless from any and all cost, liability, loss, damage or expense, including, without limitation, reasonable attorneys’ fees and arising out of the Assignor’s failure to perform its obligations under the Tenant LeasesLeases to the extent arising before the date hereof (except for obligations relating to the physical or environmental condition of the Property which have been assumed by Assignee). Assignee shall give written notice to Assignor of any claims for indemnification hereunder within the Survival Period, and, if such notice is not given to Assignor by Assignee within the Survival Period, Assignee’s right to seek indemnification hereunder with respect to any such claims shall be of no further force and agrees to effect. Assignee shall indemnify Assignor against and hold Assignor harmless Assignor from and against any and all cost, liability, loss, costdamage or expense, damage and expense (including including, without limitation, reasonable attorneys’ fees) , originating or relating to the period on or after the date hereof and arising out of the Assignee’s obligations under such Leases. If any litigation between Assignor and Assignee arises out of the Tenant Leases from obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, the losing party shall pay the prevailing party’s costs and after expenses of such litigation including, without limitation, reasonable attorneys’ fees. DAL:0590722/00075:2361764v4 This Assignment may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the date hereofsame instrument. This Assignment shall benefit is made subject, subordinate and bind Assignor inferior to the easements, covenants and Assignee other matters and exceptions set forth on Exhibit C (the heirs“Permitted Exceptions”), legal representatives, successors, attached hereto and assigns of each of them.made a part hereof for all purposes. DAL:0590722/00075:2361764v4

Assignment and Assumption of Leases. Kingston Bedford Joint Venture LLCFOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and for other good and valuable consideration, with an address ▇/the receipt and sufficiency of which are hereby acknowledged, _______________, having its principal office c/▇ ▇▇▇▇▇▇▇ ▇Capital Management LLC, ▇▇▇ ▇▇▇▇▇▇▇, State Street Financial Center, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇Chicago, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Illinois 60606 (“"Assignor”"), for valuable consideration receivedhereby sells, hereby transfers, assigns to and sets over unto ______________________, a having an office at c/o ______________________ (“"Assignee”) "), its legal representatives, successors and assigns all of Assignor’s 's right, titletitle and interest in, interest to and obligations as owner of under (a) those certain real property and improvements known as , which real property is more fully described leases referred to on Exhibit A, A attached hereto and incorporated herein by this reference made a part hereof (the “Property”), under each lease and tenancy "Leases") affecting the Property real estate legally described in the Agreement (individuallyas hereinafter defined) and commonly known as _____________, a “Tenant Lease”_____________, ___ (the "Property") and (b) the rent therein referred except, however, that portion of said rent attributable to periods of time prior to the Closing Date (as defined in that certain Agreement of Purchase and Sale by and between Assignor and Assignee dated as of ______, 201__; the "Agreement"). Assignee does hereby accept the foregoing Assignment and Assumption of Leases subject to the terms and conditions herein and in the Leases, and collectivelydoes hereby assume, without exculpation, as of the “Tenant Leases”), which Tenant Leases are identified and described on Schedule I, attached to this Assignment and incorporated herein by this reference, together with all right, powerdate hereof, and authority of Assignor become responsible for and agree to alterperform, modifydischarge, or otherwise change the terms fulfill and observe all of the Tenant obligations, terms, covenants, provisions and conditions under the Leases and to surrender, cancel, and terminate the Tenant Leases or any of them, and together with all rents, income, and profits arising from the Tenant Lease from and after the date of this AssignmentClosing Date, and Assignee agrees to be liable for the observance and performance thereof as fully as though Assignee was the original landlord or lessor thereunder. Assignee agrees to protect, defend, indemnify and hold harmless Assignor, its legal representatives, successors and assigns from any renewals and all losses, damages, expenses, fees (including without limitation reasonable attorneys' fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignor, its legal representatives, successors and assigns or any of them arising out of or in connection with the Tenant LeasesLeases as to events occurring from and after the Closing Date. Assignor agrees to protect, defend, indemnify and hold harmless Assignee, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including, without limitation, any security and damage deposits described therein. Assignee hereby accepts the foregoing assignment, assumes all of Assignor’s right, title, interest and obligations under the Tenant Leases, and agrees to indemnify and hold harmless Assignor from and against any and all loss, cost, damage and expense (including reasonable attorneys’ ' fees) ), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignee, its legal representatives, successors and assigns or any of them arising out of or in connection with the Leases as to events occurring prior to the Closing Date. Notwithstanding anything to the contrary contained in this Assignment and Assumption of Leases, it is expressly understood and agreed by and between the parties hereto that any liability of Assignor hereunder shall be limited as set forth in Section 19 of the Tenant Leases from and after the date hereofAgreement. This Assignment and Assumption of Leases shall be binding upon and shall inure to the benefit and bind of Assignor and Assignee and the heirstheir respective beneficiaries, legal representatives, successorsheirs, successors and assigns. This Assignment and Assumption of Leases may be executed in counterparts, and assigns of each of themas so executed shall constitute one and the same agreement.

Assignment and Assumption of Leases. Kingston Bedford Joint Venture For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Cherokee North Kansas City, LLC, with a Delaware limited liability company, having an address of _______________________________________ (“Assignor”), hereby assigns, transfers and delegates to Northtown Business Center, L.L.C., a Missouri limited liability company, having an address of __________________________ (“Assignee”), and Assignee hereby accepts the assignment, transfer and delegation of, all of Assignor’s right, title and interest in and to, the leases described on Exhibit A attached hereto (the “Leases”) and the unapplied non-cash security deposits held by Assignor under and pursuant to the Leases, all of which are listed on Exhibit A attached hereto (the “Security Deposit”), all of which Leases and Security Deposits relate to the property known as 1▇/▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, State Street Financial Center, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Assignor”), for valuable consideration received, and Assignee does further hereby assigns agree to , a having an office at (“Assignee”) assume all of Assignor’s rightduties, title, interest obligations and obligations as owner of certain real property liabilities under and improvements known as , which real property is more fully described on Exhibit A, attached hereto and incorporated herein by this reference (the “Property”), under each lease and tenancy affecting the Property (individually, a “Tenant Lease”, and collectively, the “Tenant Leases”), which Tenant Leases are identified and described on Schedule I, attached pursuant to this Assignment and incorporated herein by this reference, together with all right, power, and authority of Assignor to alter, modify, or otherwise change the terms of the Tenant Leases and to surrender, cancel, and terminate the Tenant Leases or any of them, and together with all rents, income, and profits arising from the Tenant Lease from and after the date of this Assignment, and from any renewals of the Tenant Leases, including, without limitation, any security and damage deposits described therein. Assignee hereby accepts the foregoing assignment, assumes all of Assignor’s right, title, interest and obligations under the Tenant Leases, and agrees to indemnify and hold harmless Assignor from and against any and all loss, cost, damage and expense (including reasonable attorneys’ fees) arising out of any of the Tenant Leases from and after the date hereof. This Assignment Assignee acknowledges that as to the Security Deposits, Assignee has received a credit therefor from Assignor at the closing of Assignee’s acquisition of the Property and is therefor responsible for the proper handling and return of all such Security Deposits to the tenants entitled thereto as provided in the Leases. Assignee hereby assumes and agrees to perform, on and after the date hereof, all of the terms, covenants, obligations and conditions required to be performed by landlord under the Leases, provided, however that Assignor shall benefit remain responsible for the performance of all of the terms, covenants, obligations and bind conditions required to be performed by landlord under the Leases for the period prior to the date hereof. Assignor, by these presents, does, for itself and for its successors and assigns, hereby indemnify and hold harmless Assignee, and its successors and assigns, from and against all and every manner of action and actions, cause or causes of action, suits, debts, sums of money, accounts, reckonings, bills, covenants, contracts, controversies, agreements, trespasses, damages, judgments, costs, expenses, attorneys' fees, penalties, fines, settlements, claims, orders and demands whatsoever, of every nature and description, whether at law or in equity, arising from or in any way pertaining to the obligations of landlord under the Leases prior to the date hereof. Assignee, by these presents, does, for itself and for its successors and assigns, hereby indemnify and hold harmless Assignor, and its successors and assigns, from and against all and every manner of action and actions, cause or causes of action, suits, debts, sums of money, accounts, reckonings, bills, covenants, contracts, controversies, agreements, trespasses, damages, judgments, costs, expenses, attorneys' fees, penalties, fines, settlements, claims, orders and demands whatsoever, of every nature and description, whether at law or in equity, arising from or in any way pertaining to the obligations of landlord under the Leases following the date hereof. If any litigation between Assignor and Assignee arises out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, the losing party shall pay the prevailing party’s costs and expenses of such litigation, including without limitation reasonable attorney’s fees. This Agreement may be executed and delivered in any number counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the heirssame instrument. Nothing in this Assignment and Assumption of Leases is intended to, legal representativesor shall be construed to, successorsconfer upon or given to any person, firm or corporation other than the parties hereto any right, remedy or claim under or by reason of this instrument. All terms and assigns conditions in this instrument shall be for the sole and exclusive benefit of each the parties hereto. EXECUTED as of them.the _____ day of __________________, ____. Cherokee North Kansas City, LLC, a Delaware limited liability company By: _____________________________ Name: Title: Northtown Business Center, L.L.C., a Missouri limited liability company By: _____________________________ Name: Title:

Assignment and Assumption of Leases. Kingston Bedford Joint Venture This Assignment and Assumption of Leases (this “Assignment”) is made as of the day of , 2006, by and between MIDDLETON INVESTORS, LLC, with a Massachusetts limited liability company, having an address of c/o BPG Properties, Ltd., ▇/▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇(“Assignor”) and HARVARD PROPERTY TRUST, LLC, a Delaware limited liability company, having an address of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, State Street Financial Center▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (“Assignee”). In consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Assignor hereby transfers and assigns to the Assignee all of the Assignor’s right, title and interest in and to those certain leases described on Schedule I annexed hereto and incorporated herein by this reference (the “Leases”) for the use and occupancy of the building commonly known and numbered as ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ County (“Assignor”South), for valuable consideration receivedMassachusetts, hereby assigns to , a having an office at (“Assignee”) all of Assignor’s right, title, interest and obligations as owner of certain real property and improvements known as , which real property is more fully described on Exhibit A, attached Schedule II annexed hereto and incorporated herein by this reference (the “PropertyPremises”), under each lease and tenancy affecting all of the Property (individuallyrights, a “Tenant Lease”benefits and privileges thereunder, including without limitation any modifications, extensions and renewals thereof, and collectivelyin the rents, the “Tenant Leases”)charges, which Tenant Leases are identified and described on Schedule I, attached to this Assignment and incorporated herein by this reference, together with all right, powerfees, and authority payments in lieu of Assignor to alterrents, modify, charges or otherwise change the terms of the Tenant Leases and to surrender, cancelfees therefrom, and terminate the Tenant Leases or in any of them, and together with all other rents, income, and profits arising derived by Assignor from said Premises, including without limitation claims with respect to past due rents or other claims against the Tenant Lease tenants under the Leases (the “Tenants”), together with any security deposits, advance rentals, reservation deposits and cleaning deposits set forth in said Schedule I (collectively, the “Deposits”), and all guarantees, if any, of the Leases. The Assignee hereby accepts the assignment of the Leases and hereby assumes and agrees to be bound by and to perform, from and after the date of this Assignmenthereof, and from any renewals of the Tenant Leases, including, without limitation, any security and damage deposits described therein. Assignee hereby accepts the foregoing assignment, assumes all of Assignor’s rightobligations, title, interest covenants and obligations agreements under the Tenant Leases, and agrees Assignee further assumes all liability of Assignor from and after the date hereof for the proper refund or return of the Deposits if, when, and as required by the terms of the Leases or otherwise by law. Assignor shall defend with counsel reasonably approved by Assignee, indemnify and hold harmless Assignee from and against any liability, damages, causes of action, expenses, and attorneys’ fees incurred by Assignee by reason of the failure of Assignor to fulfill, perform, discharge, and observe its obligations with respect to the Leases, and the Deposits accruing or arising before the Closing Date. Assignee shall defend with counsel reasonably approved by Assignor, indemnify and hold harmless Assignor from and against any liability, damages, causes of action, expenses, and all loss, cost, damage and expense (including reasonable attorneys’ fees) arising out of any fees incurred by Assignor by reason of the Tenant failure of Assignee to fulfill, perform, discharge, and observe the obligations assumed by it under this instrument with respect to the Leases and the Deposits arising from and after the date hereofClosing Date. This Assignment shall be binding upon and inure to the benefit of the parties hereto and bind Assignor and Assignee and the their respective heirs, legal representatives, successors, successors and assigns and shall be governed by the laws of the Commonwealth of Massachusetts. This Assignment is executed in multiple counterparts, each of themwhich shall constitute an original for all purposes.

Assignment and Assumption of Leases. Kingston Bedford Joint Venture IN CONSIDERATION of Ten Dollars ($10.00) and other good and valuable consideration, to it in hand paid, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, LENOX VILLAGE PROPERTIES, LLC, with a Tennessee limited liability company, LENOX VILLAGE LIFESTYLE CENTER, LLC, a Tennessee limited liability company, and LENOX VILLAGE LIFESTYLE CENTER III, LLC, a Tennessee limited liability company (collectively referred to as herein as “Assignor”), hereby sells, assigns, and transfers to ______________________________, a _________________ (“Assignee”), having an address ▇/▇ ▇▇▇ of ▇▇▇▇ ▇▇▇▇▇▇▇, State Street Financial Center, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Assignor”)▇, for valuable consideration received, hereby assigns to , a having an office at (“Assignee”) all of Assignor’s right, title, title and interest in and obligations as owner of to those certain real property and improvements known as , which real property is more fully leases described on Exhibit A, in Schedule B attached hereto and incorporated herein by reference (including, without limitation, the Tenant Deposits listed therein, together with interest, if any, thereon which has accrued for the account of the tenant, less any administrative fees incurred prior to the execution of this reference agreement) relating to the property (the “Property”), under each lease and tenancy affecting the Property (individually, a “Tenant Lease”, and collectively, the “Tenant Leases”), which Tenant Leases are identified and ) described on in Schedule I, A attached to this Assignment hereto and incorporated herein by this reference. Assignee hereby accepts, together with all right, powerassumes, and authority agrees to all of the covenants, agreements, promises, terms, conditions and provisions contained in each of the leases hereby assigned to be observed, kept, performed or complied with by Assignor, but only to the extent arising on or after the date hereof. Assignee hereby agrees to hold Assignor to alterharmless from any claim, modifydemand, or otherwise change the terms cause of action which may be asserted against Assignor by any person arising from a breach, violation, or failure to perform any provision of any of the Tenant Leases and leases hereby assigned which is alleged to surrender, cancel, and terminate the Tenant Leases have occurred on or any of them, and together with all rents, income, and profits arising from the Tenant Lease from and after subsequent to the date of this Assignment, and . Assignor hereby agrees to hold Assignee harmless from any renewals claim, demand, or cause of the Tenant Leasesaction which may be asserted against Assignee by any person arising from a breach, includingviolation, without limitation, or failure to perform any security and damage deposits described therein. Assignee hereby accepts the foregoing assignment, assumes all of Assignor’s right, title, interest and obligations under the Tenant Leases, and agrees to indemnify and hold harmless Assignor from and against any and all loss, cost, damage and expense (including reasonable attorneys’ fees) arising out provision of any of the Tenant Leases from and after leases hereby assigned arising out of or relating to Assignor’s failure to perform any of its obligations under the leases accruing on or prior to the date hereofof this Assignment. This Assignment and Assumption may be executed in any number of counterparts, each of which shall benefit be deemed an original, but all of which together shall constitute but one and bind the same agreement. This Assignment and Assumption is being delivered in connection with the Purchase and Sale Agreement dated as of ________ ____, 2015, between Assignor and Assignee and Assignee, as the heirssuccessor-in-interest to Preferred Apartment Communities Operating Partnership, legal representativesL.P. . [SIGNATURES COMMENCE ON FOLLOWING PAGE] WITNESS the due execution hereof this ____ day of _________________ 2015. ASSIGNOR: LENOX VILLAGE PROPERTIES, successorsLLC, and assigns of each of them.a Tennessee limited liability company By: ______________________________Name:____________________________Title: _____________________________ LENOX VILLAGE LIFESTYLE CENTER, LLC, a Tennessee limited liability company By: ______________________________Name:____________________________Title: _____________________________ LENOX VILLAGE LIFESTYLE CENTER III, LLC, a Tennessee limited liability company By: ______________________________Name:____________________________Title: _____________________________ [SIGNATURES CONTINUE ON FOLLOWING PAGE] ASSIGNEE: