0001468010-12-000025 Sample Contracts

MULTIFAMILY LOAN AND SECURITY AGREEMENT
Multifamily Loan and Security Agreement • April 16th, 2012 • Steadfast Income REIT, Inc. • Real estate investment trusts
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ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT
Security Agreement • April 16th, 2012 • Steadfast Income REIT, Inc. • Real estate investment trusts

This MULTIFAMILY MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Security Instrument”) dated as of April 12, 2012, is executed by SIR LINCOLN TOWER, LLC, a limited liability company organized and existing under the laws of Illinois, as mortgagor (“Borrower”), to and for the benefit of PNC BANK, NATIONAL ASSOCIATION, a national banking association, as mortgagee (“Lender”).

GUARANTY OF NON-RECOURSE OBLIGATIONS
Guaranty of Non-Recourse Obligations • April 16th, 2012 • Steadfast Income REIT, Inc. • Real estate investment trusts

This GUARANTY OF NON-RECOURSE OBLIGATIONS (this “Guaranty”), dated as of April 12, 2012, is executed by the undersigned (“Guarantor”), to and for the benefit of PNC BANK, NATIONAL ASSOCIATION, a national banking association (“Lender”).

ENVIRONMENTAL INDEMNITY AGREEMENT
Environmental Indemnity Agreement • April 16th, 2012 • Steadfast Income REIT, Inc. • Real estate investment trusts

This ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”), dated as of April 12, 2012, is executed by SIR LINCOLN TOWER, LLC, an Illinois limited liability company (“Borrower”), to and for the benefit of PNC BANK, NATIONAL ASSOCIATION, a national banking association (“Lender”).

ASSIGNMENT OF MANAGEMENT AGREEMENT
Assignment of Management Agreement • April 16th, 2012 • Steadfast Income REIT, Inc. • Real estate investment trusts

This ASSIGNMENT OF MANAGEMENT AGREEMENT (this “Assignment”) dated as of April 12, 2012, is executed by and among (i) SIR LINCOLN TOWER, LLC, an Illinois limited liability company (“Borrower”), (ii) PNC BANK, NATIONAL ASSOCIATION, a national banking association (“Lender”), and (iii) STEADFAST MANAGEMENT COMPANY, INC., a California corporation (“Manager”).

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT
Assignment and Assumption of Purchase Agreement • April 16th, 2012 • Steadfast Income REIT, Inc. • Real estate investment trusts

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, STEADFAST ASSET HOLDINGS, INC., a California corporation (“Assignor”), hereby assigns to SIR MONTCLAIR PARC, LLC, a Delaware limited liability company (“Assignee”), all of Assignor's rights and obligations under and in regard to that certain Purchase and Sale Agreement and Joint Escrow Instructions dated January 27, 2012, (as may be amended, the “Purchase Agreement”), between Montclair Parc Apartments Limited Partnership (“Seller”) and Assignor for the purchase and sale of that certain real property located in Oklahoma City, Oklahoma, as more particularly described in Exhibit A attached hereto (the “Property”).

AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • April 16th, 2012 • Steadfast Income REIT, Inc. • Real estate investment trusts • Delaware

This Amendment No. 2 to the Amended and Restated Advisory Agreement (this “Amendment”) is made and entered into as of April 11, 2012 by and among Steadfast Income REIT, Inc., a Maryland corporation (the “Company”), Steadfast Income REIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Steadfast Income Advisor, LLC, a Delaware limited liability company (the “Advisor”). The Company, the Operating Partnership and the Advisor are collectively referred to herein as the “Parties.” Capitalized terms used but not defined herein shall have the meaning set forth in the Advisory Agreement (as defined below).

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • April 16th, 2012 • Steadfast Income REIT, Inc. • Real estate investment trusts

This First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions (“First Amendment”), dated as of April 11, 2012, is made between MONTCLAIR PARC APARTMENTS LIMITED PARTNERSHIP, an Oklahoma limited partnership (“Seller”), and SIR MONTCLAIR PARC, LLC, a Delaware limited liability company (“Buyer”), with reference to the following facts:

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