Resource Real Estate Opportunity REIT, Inc. Sample Contracts

THIRD AMENDED AND RESTATED ADVISORY AGREEMENT between RESOURCE REAL ESTATE OPPORTUNITY REIT, INC. and RESOURCE REAL ESTATE OPPORTUNITY ADVISOR, LLC January 11, 2011
Advisory Agreement • March 3rd, 2011 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts • Pennsylvania

This Third Amended and Restated Advisory Agreement, dated as of January 11, 2011 (the “Agreement”), is between Resource Real Estate Opportunity REIT, Inc., a Maryland corporation (the “Company”), and Resource Real Estate Opportunity Advisor, LLC, a Delaware limited liability company (the “Advisor”), and amends and restates the Second Amended and Restated Advisory Agreement between the Company and the Advisor entered into as of June 16, 2010.

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RESOURCE REAL ESTATE OPPORTUNITY REIT, INC. CHADWICK SECURITIES, INC. FORM OF DEALER MANAGER AGREEMENT
Dealer Manager Agreement • May 7th, 2010 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts • Pennsylvania

The undersigned, Resource Real Estate Opportunity REIT, Inc. (the “Company”), a Maryland corporation, is conducting a public offering (the “Offering”) of up to 82,500,000 shares of its common stock, $.01 par value per share (the “Shares”), of which 7,500,000 Shares are intended to be offered pursuant to the Company’s dividend reinvestment plan (“DRP”). The Company desires for you, Chadwick Securities, Inc. (the “Dealer Manager”), to act as its Dealer Manager in connection with the offer and sales of the Shares to the public in the Offering. In connection with the sales of Shares, the Company hereby confirms its agreement with you, as Dealer Manager, as follows:

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF RESOURCE REAL ESTATE OPPORTUNITY OP, LP
Limited Partnership Agreement • September 11th, 2020 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts • Delaware

Series A Preferred Priority Return means, with respect to each Series A Preferred Unit as of any particular date, an amount equal to (i) 7.00% per annum on the Series A Preferred Stated Value for the period commencing on the Original Issuance Date and ending on the day prior to the Reset Date and (ii) 10.00% per annum on the Series A Preferred Stated Value for the period commencing on the Reset Date. For any partial period of less than a year, the amount of the Series A Preferred Priority Return shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months.

MANAGEMENT AGREEMENT
Management Agreement • September 15th, 2009 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts • Pennsylvania

THIS MANAGEMENT AGREEMENT (this “Agreement”), is made and entered into this 14th day of September, 2009 (the “Effective Date”), by and among RESOURCE REAL ESTATE OPPORTUNITY REIT, INC., a Maryland corporation (the “Company”), RESOURCE REAL ESTATE OPPORTUNITY OP, LP, a Delaware limited partnership (the “OP”) and RESOURCE REAL ESTATE OPPORTUNITY MANAGER, LLC, a Delaware limited liability company (“Manager”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 16th, 2020 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts • Maryland

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of ______, 2020 (the “Effective Date”), by and between Resource Real Estate Opportunity REIT, Inc., a Maryland corporation (the “Company”), and _______________ (“Indemnitee”).

EMPLOYMENT AGREEMENT
Employment Agreement • September 11th, 2020 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts • Pennsylvania

This Employment Agreement (the “Agreement”) is made and entered into by and between Resource NewCo LLC, a Delaware limited liability company having its principal place of business at 1845 Walnut Street, Philadelphia, PA 19103 (“Advisor Holdings” or the “Company”) and Michele R. Weisbaum (“Executive”). This Agreement is ancillary to the Contribution and Exchange Agreement, by and among Resource Real Estate Opportunity OP, LP, a Delaware limited partnership (“Buyer”), the Contributed Holding Companies, C-III Capital Partners LLC, a Delaware limited liability company (“PM Contributor”), Resource Real Estate, LLC, a Delaware limited liability company (“Advisor Contributor”, and each of Advisor Contributor and PM Contributor also being referred to herein as a “Contributor” and collectively, the “Contributors”) and Resource America, Inc., a Delaware corporation (“Resource America”, and each of Resource America and the Contributors also being referred to herein as a “Contributor Party” and co

RESOURCE REAL ESTATE OPPORTUNITY REIT, INC. ESCROW AGREEMENT
Escrow Agreement • August 13th, 2010 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts • Pennsylvania

THIS ESCROW AGREEMENT (this “Agreement”) is made to be effective as of May 4, 2010, by and among Chadwick Securities, Inc., a Delaware corporation (“Chadwick” or the “Dealer Manager”), Resource Real Estate Opportunity REIT, Inc., a Maryland corporation (the “REIT”) and TD Bank, N.A., as escrow agent (the “Escrow Agent”).

RENEWAL AGREEMENT
Renewal Agreement • March 31st, 2017 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts • Delaware

THIS RENEWAL AGREEMENT, dated as of September 15, 2016 (the “Agreement”), is entered into between Resource Real Estate Opportunity REIT, Inc., a Maryland corporation (the “Company”), and Resource Real Estate Opportunity Advisor, LLC a Delaware limited liability company (the “Advisor”).

AGREEMENT FOR SALE AND PURCHASE OF LOAN (Deerfield Luxury Townhomes; Loan No. 010036069)
Assignment Agreement • April 16th, 2012 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts

THIS AGREEMENT FOR SALE AND PURCHASE OF LOAN (“Agreement”) is entered as of the Effective Date (as defined below) between Seller and Buyer (as both defined below). Seller and Buyer hereby agree that Seller shall sell, assign, transfer and convey to Buyer and Buyer agrees to purchase and accept all of Seller’s right, title and interest in and to the Loan (as defined below) and the Foreclosure Judgment (if any), subject to the terms and conditions set forth in this Agreement. This Agreement consists of Part I and Part II. As used throughout this Agreement, the terms appearing below in quotation marks have the meanings indicated.

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 16th, 2013 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts • Delaware

AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated as of July 18, 2013 (the “Agreement Date”), by and among Paladin Realty Income Properties, Inc., a Maryland corporation (“Paladin”), Paladin Realty Income Properties, L.P., a Delaware limited partnership whose sole general partner is Paladin (“Paladin OP,” and together with Paladin, the “Paladin Parties”), Resource Real Estate Opportunity OP, LP, a Delaware limited partnership (“Parent”) and RRE Charlemagne Holdings, LLC, a Delaware limited liability company (“Merger Sub,” and together with Parent, the “Buyer Parties”). Paladin, Paladin OP, Parent and Merger Sub are each sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meaning ascribed to such terms in Article I.

RENEWAL AGREEMENT
Renewal Agreement • November 9th, 2018 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts • Delaware

THIS RENEWAL AGREEMENT, dated as of September 15, 2018 (the “Agreement”), is entered into between Resource Real Estate Opportunity REIT, Inc., a Maryland corporation (the “Company”), and Resource Real Estate Opportunity Advisor, LLC a Delaware limited liability company (the “Advisor”).

LOAN AGREEMENT [3-Year Fixed Rate] BETWEEN CV APARTMENTS, LLC, AN ALABAMA LIMITED LIABILITY COMPANY AS BORROWER AND CAPMARK BANK, A UTAH INDUSTRIAL BANK AS LENDER DATED AS OF November 30, 2007
Loan Agreement • March 3rd, 2011 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts

THIS LOAN AGREEMENT is made as of this 30th day of November, 2007 by CV APARTMENTS, LLC, an Alabama limited liability company (“Borrower”), as borrower, and CAPMARK BANK, a Utah industrial bank (together with its successors and assigns “Lender”), as lender.

LOAN AGREEMENT by and between RESOURCE REAL ESTATE OPPORTUNITY OP, LP, a Delaware limited partnership, as Borrower and Bank of America, N.A., a national banking association, as Lender,
Loan Agreement • January 20th, 2012 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts • Pennsylvania

This Loan Agreement (this “Agreement”) is made as of the day of December, 2011, by and between Resource Real Estate Opportunity OP, LP, a Delaware limited partnership (“Opportunity OP”) and Bank of America, N.A., a national banking association (“Lender”).

MULTIFAMILY LOAN SALE 2011-1 LOAN SALE AGREEMENT BY AND BETWEEN SECRETARY OF HOUSING AND URBAN DEVELOPMENT (“HUD”) AND
Loan Sale Agreement • July 15th, 2011 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts • District of Columbia

THIS LOAN SALE AGREEMENT, entered into as of May 4, 2011, between HUD and Purchaser for the sale of one or more Mortgage Loans, which are being disposed of by the Secretary pursuant to Section 204 of the Departments of Veterans Affairs and Housing and Urban Development, and Independent Agencies Appropriations Act, 1997, as amended from time to time (12 U.S.C. 1715z-11a).

LOAN PURCHASE AND SALE AGREEMENT
Loan Purchase and Sale Agreement • July 15th, 2011 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts
THIRD AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • March 31st, 2015 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts

This AMENDMENT TO THE THIRD AMENDED AND RESTATED ADVISORY AGREEMENT (the “Amendment”), dated March 24, 2015, is between Resource Real Estate Opportunity REIT, Inc., a Maryland corporation (the “Company”), and Resource Real Estate Opportunity Advisor, LLC, a Delaware limited liability company (the “Advisor”).

IMPROVED COMMERCIAL PROPERTY EARNEST MONEY CONTRACT Article 1: General Provisions
Real Estate Contract • September 16th, 2013 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts

Accounts payable and accounts receivable detail listing/aging reports as calendar years ending December 31, 2011 and December 31, 2012 and as of the calendar month end.

FOURTH AMENDED AND RESTATED ADVISORY AGREEMENT between RESOURCE REAL ESTATE OPPORTUNITY REIT, INC. and RESOURCE REAL ESTATE OPPORTUNITY ADVISOR, LLC September 11, 2019
Advisory Agreement • September 13th, 2019 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts • Pennsylvania

This Fourth Amended and Restated Advisory Agreement, dated as of September 11, 2019 (the “Agreement”), is between Resource Real Estate Opportunity REIT, Inc., a Maryland corporation (the “Company”), and Resource Real Estate Opportunity Advisor, LLC, a Delaware limited liability company (the “Advisor”), and amends and restates the Third Amended and Restated Advisory Agreement between the Company and the Advisor entered into as of January 11, 2011.

TRANSITIONAL SERVICES AGREEMENT by and among RESOURCE AMERICA, INC., RESOURCE REAL ESTATE, LLC and RESOURCE REAL ESTATE OPPORTUNITY OP, LP dated as of September 8, 2020
Transitional Services Agreement • September 11th, 2020 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts • Delaware

This Transitional Services Agreement, dated as of September 8, 2020 (this “Agreement”), is entered into by and among (a) C-III Capital Partners LLC, a Delaware limited liability company (“C-III”), (b) Resource America, Inc., a Delaware corporation (“RAI”), (c) Resource Real Estate, LLC, a Delaware limited liability company (“RRE”, and together with C-III and RAI, individually and collectively, “Provider”), and (d) Resource Real Estate Opportunity OP, LP, a Delaware limited partnership (“Resource OP”), effective as of September 8, 2020 (the “Effective Date”). Capitalized terms used herein, or in any of the exhibits hereto, and not otherwise defined herein or therein, shall have the meanings ascribed to those terms in the Contribution Agreement.

REINSTATEMENT AND SECOND AMENDMENT TO LOAN SALE AGREEMENT
Loan Sale Agreement • November 15th, 2010 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts

THIS REINSTATEMENT AND SECOND AMENDMENT TO LOAN SALE AGREEMENT (this “Amendment”) is entered into as of August 31, 2010, by and between BANK OF AMERICA, N.A., AS SUCCESSOR BY MERGER TO LASALLE BANK NATIONAL ASSOCIATION AS TRUSTEE FOR THE REGISTERED HOLDERS OF GMAC COMMERCIAL MORTGAGE SECURITIES, INC., MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-C3 (“Seller”), and RESOURCE REAL ESTATE OPPORTUNITY OP, LP, a Delaware limited partnership (“Purchaser”).

RESOURCE REAL ESTATE OPPORTUNITY REIT, INC. FORM OF ESCROW AGREEMENT
Resource Real Estate Opportunity • May 7th, 2010 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts • Pennsylvania

THIS ESCROW AGREEMENT (this “Agreement”) is made to be effective as of , 2010, by and among Chadwick Securities, Inc., a Delaware corporation (“Chadwick” or the “Dealer Manager”), Resource Real Estate Opportunity REIT, Inc., a Maryland corporation (the “REIT”) and TD Bank, N.A., as escrow agent (the “Escrow Agent”).

WESTHOLLOW LANDMARK LP as Grantor to JAY C. PAXTON, as Trustee for the benefit of DEUTSCHE BANC MORTGAGE CAPITAL, L.L.C., as Beneficiary
Deed of Trust and Security Agreement • November 15th, 2010 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts

This DEED OF TRUST AND SECURITY AGREEMENT ("Deed of Trust"), dated as of October 27, 2003, is given by WESTHOLLOW LANDMARK LP, a Delaware limited partnership, as grantor ("Grantor"), whose address is 8114 North Lawndale Avenue, Skokie, Illinois 60076, to JAY C. PAXTON, as trustee ("Trustee"), whose address is 1980 Post Oak Blvd., Suite 700, Houston, Texas 77056, for the benefit of DEUTSCHE BANC MORTGAGE CAPITAL, L.L.C., a Delaware limited liability company, as beneficiary, and its successors and/or assigns ("Beneficiary"), whose address is 60 Wall Street, 11th Floor, NYC601120, New York, New York 10005.

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MORTGAGE LOAN SALE AGREEMENT [Crestwood Crossing, Birmingham, AL]
Mortgage Loan Sale Agreement • March 3rd, 2011 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts • Pennsylvania

THIS MORTGAGE LOAN SALE AGREEMENT (this “Agreement”), is made and entered into as of December 15, 2010, by and between CAPMARK BANK, a Utah industrial bank, having an address of 6955 Union Park Center, Suite 330, Midvale, Utah 84087 (“Seller”), and RRE CRESTWOOD HOLDINGS, LLC, a Delaware limited liability company having an address of One Crescent Drive, Suite 203, Philadelphia, PA 19112 or its designee permitted pursuant to Section 2.4 below (“Buyer”).

RESOURCE REAL ESTATE OPPORTUNITY REIT, INC. CHADWICK SECURITIES, INC. DEALER MANAGER AGREEMENT
Dealer Manager Agreement • August 13th, 2010 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts • Pennsylvania

Page 1. Description of Shares 1 2. Representations, Warranties and Agreements of the Company 1 3. Grant of Authority to the Dealer Manager 3 4. Compensation and Fees 3 5. Covenants of the Company 6 6. Representations and Warranties of the Dealer Manager 7 7. Covenants of the Dealer Manager 8 8. Indemnification 9 9. Representations and Agreements to Survive Delivery 12 10. Termination 13 11. Notices 13 12. Format of Checks/Escrow Agent 13 13. Transmittal Procedures 14 14. Parties; Assignment 15 15. Relationship 15 16. Effective Date 15 17. Entire Agreement, Waiver 16 18. Complaints 16 19. Privacy 16 20. Anti-Money Laundering Provision 16 21. Severability 17 22. Governance 17 23. Acceptance 17

PURCHASE AND SALE AGREEMENT BY AND BETWEEN BRENTDALE HOLDINGS LIMITED PARTNERSHIP (SELLER) AS SELLER AND RESOURCE REAL ESTATE OPPORTUNITY OP, LP (PURCHASER) AS PURCHASER AND REPUBLIC TITLE OF TEXAS, INC. (TITLE COMPANY) Dated: July 2, 2013
Purchase and Sale Agreement • September 16th, 2013 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts • Maryland

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of July , 2013 (the “Effective Date”), is made by and between BRENTDALE HOLDINGS LIMITED PARTNERSHIP, a Texas limited partnership with an office at 1270 Soldiers Field Road, Boston, MA 02135 (“Seller”) and RESOURCE REAL ESTATE OPPORTUNITY OP, LP, a Delaware limited partnership with an office at One Crescent Drive, Suite 203, Philadelphia, PA 19112 (“Purchaser”) and Republic Title of Texas, Inc. (“Title Company”), the consent of which appears at the end hereof.

DEERFIELD LUXURY TOWNHOMES, LLC, as Mortgagor to DEUTSCHE BANC MORTGAGE CAPITAL, L.L.C., as Mortgagee MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING Date: March 30, 2007
Security Agreement and Fixture • April 16th, 2012 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts

THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, AND FIXTURE FILING (this “Mortgage”) is dated as of March 30, 2007 and is given by DEERFIELD LUXURY TOWNHOMES, LLC, a Delaware limited liability company whose address is 25 Philips Parkway, Montvale, New Jersey 07645 ( “Mortgagor”), to DEUTSCHE BANC MORTGAGE CAPITAL, L.L.C., a Delaware limited liability company, as beneficiary, and its successors and/or assigns (“Mortgagee”), whose mailing address is 60 Wall Street, 10th Floor, New York, New York 10005.

SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 16th, 2013 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts

THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Second Amendment”) is made as of September 13, 2013 (the “Effective Date”) by and among Paladin Realty Income Properties, Inc., a Maryland corporation (“Paladin”), Paladin Realty Income Properties, L.P., a Delaware limited partnership whose sole general partner is Paladin (“Paladin OP,” and together with Paladin, the “Paladin Parties”), Resource Real Estate Opportunity OP, LP, a Delaware limited partnership (“Parent”), and RRE Charlemagne Holdings, LLC, a Delaware limited liability company (“Merger Sub,” and together with Parent, the “Buyer Parties”).

ASSIGNMENT AND ASSUMPTION OF LOAN SALE AGREEMENT
Assignment and Assumption • November 15th, 2010 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts

THIS ASSIGNMENT AND ASSUMPTION LOAN SALE AGREEMENT (this “Assignment”) is made this 03 day of September, 2010, by and between RESOURCE REAL ESTATE OPPORTUNITY OP, LP, a Delaware limited partnership, as assignor (“Assignor”), and RRE WESTHOLLOW HOLDINGS, LLC, a Delaware limited liability company, as assignee (“Assignee”).

AGREEMENT OF SALE AND PURCHASE
Agreement of Sale and Purchase • May 15th, 2014 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts

THIS AGREEMENT OF SALE AND PURCHASE (this "Agreement") is made as of the 24th day of February, 2014 (the “Effective Date”) by and between RESOURCE REAL ESTATE OPPORTUNITY OP, LP, a Delaware limited partnership ("Purchaser"), and ADDISON PLACE APARTMENT MANAGER, LLC, a Delaware limited liability company (“APAM”) and ADDISON PLACE TOWNHOMES, LLC, a Delaware limited liability company (“APT” and, together with APAM, "Seller"), under the following circumstances:

CONTRIBUTION AND EXCHANGE AGREEMENT By and Among RESOURCE REAL ESTATE OPPORTUNITY OP, LP, as “Buyer” RESOURCE PM HOLDINGS LLC, as “PM Holdings”, a “Contributed Holding Company” and a “Contributed Company” RESOURCE NEWCO LLC, as “Advisor Holdings”, a...
Contribution and Exchange Agreement • September 11th, 2020 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts • Delaware

THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of September 8, 2020, by and among (a) Resource Real Estate Opportunity OP, LP, a Delaware limited partnership (“Buyer”), (b) Resource PM Holdings LLC, a Delaware limited liability company (“PM Holdings”), (c) Resource NewCo LLC, a Delaware limited liability company (“Advisor Holdings”, and each of PM Holdings and Advisor Holdings also being referred to herein as a “Contributed Holding Company” and collectively, the “Contributed Holding Companies”), (d) C-III Capital Partners LLC, a Delaware limited liability company (“PM Contributor”), (e) Resource Real Estate, LLC, a Delaware limited liability company (“Advisor Contributor”, and each of Advisor Contributor and PM Contributor also being referred to herein as a “Contributor” and collectively, the “Contributors”) and (f) Resource America, Inc., a Delaware corporation, in its capacity as a Contributor Party and the Contributor Representative (“Resource America

LOAN SALE AGREEMENT (Westhollow Apartments) Dated and Effective as of July 30, 2010 by and between
Loan Sale Agreement • November 15th, 2010 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts • Maryland

THIS LOAN SALE AGREEMENT (“Agreement”), is made and entered into as of July 30, 2010, by and between Bank of America, N.A. as successor by merger to LaSalle Bank National Association as Trustee for the Registered Holders of GMAC Commercial Mortgage Securities, Inc., Mortgage Pass-Through Certificates, Series 2003-C3 (“Seller”) and Resource Real Estate Opportunity OP, LP, a Delaware limited partnership or its designee (“Buyer”).

PURCHASE AND SALE CONTRACT AND JOINT ESCROW INSTRUCTIONS between LMI RIVERBEND, LLC SELLER and RESOURCE REAL ESTATE OPPORTUNITY OP, LP BUYER ARCHSTONE YORBA LINDA Yorba Linda, California as of April 28, 2015
Assignment and Assumption Agreement • August 13th, 2015 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts • California

THIS PURCHASE AND SALE CONTRACT AND JOINT ESCROW INSTRUMENTS (the "Contract") is made as of April 28, 2015 between LMI RIVERBEND, LLC, a Delaware limited liability company ("Seller"), and RESOURCE REAL ESTATE OPPORTUNITY OP, LP, a Delaware limited partnership ("Buyer").

ASSIGNMENT OF MORTGAGE AND PLEDGE AGREEMENT
Mortgage and Pledge Agreement • July 15th, 2011 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts • Pennsylvania

This ASSIGNMENT OF MORTGAGE AND PLEDGE AGREEMENT, dated as of June 17, 2011 (as amended, modified or supplemented from time to time, this “Agreement”), between RRE IROQUOIS HOLDINGS, LLC, the undersigned assignor and pledgor, a Delaware limited partnership (the “Pledgor”) having offices at One Crescent Drive, Suite 203, Philadelphia, PA 19112, and RESOURCE REAL ESTATE OPPORTUNITY ADVISOR, LLC, a Delaware limited liability company (together with its successors and assigns, the “Lender”) having offices at One Crescent Drive, Suite 203, Philadelphia, PA 19112. Except as otherwise defined herein, capitalized terms used herein and not defined herein shall have the definitions specified in the Note (as hereinafter defined).

PURCHASE AND SALE AGREEMENT (Village Square Apartments)
Purchase and Sale Agreement • May 30th, 2013 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts • Texas

THIS PURCHASE AND SALE AGREEMENT is executed to be effective as of May 29, 2013 (the “Effective Date”), between RESOURCE REAL ESTATE, OPPORTUNITY OP, LP, a Delaware limited partnership (“Buyer”) and IMT CAPITAL VILLAGE SQUARE LP, a Delaware limited partnership (“Seller”).

Guaranty Agreement
Guaranty Agreement • January 20th, 2012 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts

This Guaranty Agreement (this “Guaranty”) is made as of the 2nd day of December, 2011, by RESOURCE REAL ESTATE OPPORTUNITY REIT, INC., a Maryland corporation (“Guarantor”), in favor of BANK OF AMERICA, N.A., a national banking association (together with its successors and assigns, “Lender”).

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