WITNESSETH:Advisory Agreement • November 9th, 2006 • NNN Apartment REIT, Inc. • Real estate investment trusts • Virginia
WITNESSETH:Escrow Agreement • November 9th, 2006 • NNN Apartment REIT, Inc. • Real estate investment trusts • California
EXCLUSIVE DEALER MANAGER AGREEMENTExclusive Dealer Manager Agreement • November 12th, 2010 • Grubb & Ellis Apartment REIT, Inc. • Real estate investment trusts • New York
Grubb & Ellis Apartment REIT, Inc. (d/b/a Apartment Trust of America) (the “Company”) is a Maryland corporation that has qualified and elected to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ending December 31, 2006. The Company proposes to offer (a) up to 100,000,000 shares of its common stock, $.01 par value per share (the “Shares”), for a purchase price of $10.00 per Share (subject in certain circumstances to discounts based upon the volume of shares purchased), in the primary offering (the “Primary Offering”), and (b) up to 5,000,000 Shares for a purchase price of $9.50 per Share for issuance through the Company’s distribution reinvestment plan (the “DRIP” and together with the Primary Offering, the “Offering”) (subject to the right of the Company to reallocate such Shares between the Primary Offering and the DRIP), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined
MULTIFAMILY NOTE MULTISTATE – FIXED TO FLOAT (REVISION DATE 03-30-2006)Multifamily Note • December 31st, 2007 • Grubb & Ellis Apartment REIT, Inc. • Real estate investment trusts
FOR VALUE RECEIVED, the undersigned (together with such party’s or parties’ successors and assigns, “Borrower”), jointly and severally (if more than one) promises to pay to the order of CAPMARK BANK, a Utah industrial bank, the principal sum of Twenty Million One Hundred Thousand and 00/100 Dollars (US $20,100,000.00), with interest on the unpaid principal balance, as hereinafter provided.
WITNESSETH:Escrow Agreement • April 21st, 2006 • NNN Apartment REIT, Inc. • Real estate investment trusts • California
LANDMARK APARTMENT TRUST, INC. EMPLOYMENT AGREEMENT (Greg Edward Brooks)Employment Agreement • May 13th, 2015 • Landmark Apartment Trust, Inc. • Real estate investment trusts • Maryland
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between LANDMARK APARTMENT TRUST, INC., a Maryland corporation (hereinafter referred to as the “Company”), and GREG EDWARD BROOKS (hereinafter referred to as the “Executive”) and is effective as of the Effective Date defined in Section 1 below.
CREDIT AGREEMENT DATED AS OF OCTOBER 31, 2006 BY AND AMONGCredit Agreement • November 3rd, 2006 • NNN Apartment REIT, Inc. • Real estate investment trusts • Georgia
THIS CREDIT AGREEMENT (this “Agreement”) dated as of October 31, 2006 by and among NNN APARTMENT REIT HOLDINGS, L.P., a Virginia limited partnership (“Borrower”), each of the financial institutions initially a signatory hereto together with their assignees pursuant to Section 12.5(d) (collectively, the “Lenders” and individually a “Lender”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent (the “Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 22nd, 2010 • Grubb & Ellis Apartment REIT, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made effective as of the 16 day of March, 2010, by and between Grubb & Ellis Apartment REIT, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 4th, 2013 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • New York
This Registration Rights Agreement (this “Agreement”), is made and entered into as of February 27, 2013, by and between LANDMARK APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (the “Company”), and 2335887 LIMITED PARTNERSHIP, an Ontario limited partnership (the “Investor”).
INTEREST CONTRIBUTION AGREEMENT by and among THE PERSONS AND ENTITIES IDENTIFIED ON SCHEDULE A HERETO, as the Contributors, ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC, as the Contributors’ Representative, APARTMENT TRUST OF AMERICA HOLDINGS, L.P., as...Interest Contribution Agreement • August 8th, 2012 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • New York
This INTEREST CONTRIBUTION AGREEMENT (this “Agreement”), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the “Contributors”), Elco Landmark Residential Management, LLC, a Delaware limited liability company (“ELRM” or the “Contributors’ Representative”), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (“ATA Holdings” or the “Purchaser”) and Apartment Trust of America, Inc., a Maryland corporation (“ATA”). The Contributors, the Contributors’ Representative, the Purchaser and ATA are referred to herein collectively as the “Parties” and individually as a “Party.”
GRUBB & ELLIS APARTMENT REIT, INC. UP TO 105,000,000 SHARES OF COMMON STOCK DEALER MANAGER AGREEMENT June 22, 2009Dealer Manager Agreement • June 26th, 2009 • Grubb & Ellis Apartment REIT, Inc. • Real estate investment trusts • California
Grubb & Ellis Apartment REIT, Inc., a Maryland corporation (the “Company”), is registering $1,047,500,000 in shares of its common stock, $.01 par value per share (the “Shares”), for sale to the public (the “Offering”), of which (i) $1,000,000,000 in Shares are intended to be offered pursuant to the primary offering and (ii) $47,500,000 in Shares are intended to be offered pursuant to the Company’s distribution reinvestment plan (the “DRIP”). The Company reserves the right to reallocate the Shares being offered between the primary offering and the DRIP. Except as described in the Prospectus (as defined below) or in Section 5.1 hereof, the Shares are to be sold pursuant to the primary offering for a cash price of $10.00 per Share and the Shares are to be sold pursuant to the DRIP for $9.50 per Share.
EXHIBIT 1.2 PARTICIPATING BROKER-DEALER AGREEMENT NNN CAPITAL CORP. a California corporation, Santa Ana, California PARTICIPATING BROKER-DEALER AGREEMENT For Shares of Common Stock Offered By NNN APARTMENT REIT, INC. Ladies and Gentlemen: The...Participating Broker-Dealer Agreement • July 3rd, 2006 • NNN Apartment REIT, Inc. • Real estate investment trusts • California
UNSECURED PROMISSORY NOTE (this “Note”)Unsecured Promissory Note • September 19th, 2008 • Grubb & Ellis Apartment REIT, Inc. • Real estate investment trusts
FOR VALUE RECEIVED, Grubb & Ellis Apartment REIT Holdings, LP, a Virginia limited partnership (“Borrower”), unconditionally promises to pay NNN Realty Advisors, Inc., a Delaware corporation (“Lender”), in the manner and at the place hereinafter provided, the principal amount of Five Million Four Hundred Dollars ($5,400,000).
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (Mission Courtyard Villas)Purchase and Sale Agreement • May 15th, 2013 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts
THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (“Agreement”) between Mission Trust Services, LLC, a Delaware limited liability company, as signatory trustee for MISSION COURTYARD VILLAS, DST, a Delaware statutory trust (“Seller”), and LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP, a Virginia limited partnership, its successors and assigns (“Buyer”), is made and entered into as of the Effective Date (as defined below).
INTEREST CONTRIBUTION AGREEMENT by and among ADMG 191 PARTNERS LP, as the Contributor, ELCO LANDMARK RESIDENTIAL HOLDINGS LLC, as the Contributor’s Representative, LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP, as the Purchaser and LANDMARK...Interest Contribution Agreement • July 31st, 2013 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • Delaware
This INTEREST CONTRIBUTION AGREEMENT (this “Agreement”), dated as of July 1, 2013, is made and entered into by and among ADMG 191 Partners LP, a Florida limited partnership (the “Contributor”), Elco Landmark Residential Holdings LLC, a Delaware limited liability company (“EL” or the “Contributor’s Representative”), Landmark Apartment Trust of America Holdings, LP, a Virginia limited partnership (“LATA Holdings” or the “Purchaser”) and Landmark Apartment Trust of America, Inc., a Maryland corporation (“LATA”). The Contributor, the Contributor’s Representative, the Purchaser and LATA are referred to herein collectively as the “Parties” and individually as a “Party.”
PURCHASE AND SALE AGREEMENT by and between MISSION PRESTON WOOD, DST, a Delaware statutory trust, “Seller” and GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P., a Virginia limited partnership “Purchaser”Purchase and Sale Agreement • August 31st, 2010 • Grubb & Ellis Apartment REIT, Inc. • Real estate investment trusts
FORM OF TAX PROTECTION AGREEMENTTax Protection Agreement • August 8th, 2012 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • New York
THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of , 2012 by and among APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (the “REIT”), APARTMENT TRUST OF AMERICA HOLDINGS, L.P., a Virginia limited partnership (the “Partnership”), and (the “Contributor”).
Exhibit 1.1 DEALER-MANAGER AGREEMENT NNN APARTMENT REIT, INC. 1551 N. TUSTIN AVENUE, SUITE 200 SANTA ANA, CALIFORNIA 92705 July 19, 2006 NNN Capital Corp. 4 Hutton Centre Drive, Suite 700 Santa Ana, California 92707 RE: DEALER-MANAGER AGREEMENT...Dealer-Manager Agreement • November 9th, 2006 • NNN Apartment REIT, Inc. • Real estate investment trusts • California
GUARANTY MULTISTATE (for use in all Property jurisdictions except California) REVISION DATE 05/06/05Guaranty • August 31st, 2007 • NNN Apartment REIT, Inc. • Real estate investment trusts
This Guaranty (“Guaranty”) is entered into to be effective as of August 28, 2007, by the undersigned person(s) (the “Guarantor” jointly and severally if more than one), for the benefit of FEDERAL HOME LOAN MORTGAGE CORPORATION (the “Lender”).
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • April 17th, 2007 • NNN Apartment REIT, Inc. • Real estate investment trusts
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (as the same may from time to time be amended, consolidated, renewed or replaced, this “Agreement”), made as of April 12, 2007, by NNN APARTMENT REIT, INC., a Maryland corporation (“Indemnitor”) whose address is 1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705, in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, “Lender”), whose address is Commercial Real Estate Services, 8739 Research Drive URP - 4, NC 1075, Charlotte, North Carolina 28262.
FOURTH AMENDED AND RESTATED PLEDGE AGREEMENT (MEMBERSHIP AND PARTNERSHIP INTERESTS)Pledge Agreement • September 19th, 2008 • Grubb & Ellis Apartment REIT, Inc. • Real estate investment trusts • North Carolina
THIS FOURTH AMENDED AND RESTATED PLEDGE AGREEMENT (MEMBERSHIP AND PARTNERSHIP INTERESTS) (as amended, modified, replaced, renewed, restated or extended from time to time, this “Agreement”), dated as of the 15th day of September, 2008, by and between WACHOVIA BANK, N.A., a national banking association (“Lender”), and GRUBB & ELLIS APARTMENT REIT HOLDINGS, LP, a Virginia limited partnership (formerly known as NNN Apartment REIT Holdings, L.P.) (“Pledgor”).
DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILINGDeed of Trust, Security Agreement and Fixture Filing • July 6th, 2007 • NNN Apartment REIT, Inc. • Real estate investment trusts • North Carolina
This Deed of Trust Security Agreement and Fixture Filing (this “Deed of Trust”) is made and given as of the 25th day of May, 2005, by BRAEMAR HOUSING LIMITED PARTNERSHIP, an Ohio limited partnership, as Grantor, whose address is 3103 Camden Drive, Troy, Michigan 48084 (the “Borrower”), to J. LINDSAY STRADLEY, JR., as Trustee, whose address is 945 East Paces Ferry Road, Suite 2700, Atlanta, Georgia 30326-1380 (together with his successors and assigns, the “Trustee”), for the benefit of TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY, an Iowa corporation, as Beneficiary, having an office c/o AEGON USA Realty Advisors, Inc., 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499-5443 (the “Lender”). The definitions of capitalized terms used in this Deed of Trust may be found either in Section 3 below, through the cross-references provided in that Section, or in Section 22 below.
GUARANTY MULTISTATE (for use in all Property jurisdictions except California) REVISION DATE 05/06/2005Guaranty • September 19th, 2008 • Grubb & Ellis Apartment REIT, Inc. • Real estate investment trusts
This Guaranty (“Guaranty”) is entered into to be effective as of September 15, 2008, by the undersigned person(s) (the “Guarantor” jointly and severally if more than one), for the benefit of CAPMARK BANK, a Utah industrial bank (the “Lender”).
ADVISORY AGREEMENTAdvisory Agreement • March 30th, 2012 • Apartment Trust of America, Inc. • Real estate investment trusts • Virginia
THIS ADVISORY AGREEMENT dated as of February 25, 2012 (the “Effective Date”) is between Apartment Trust of America, Inc., a Maryland corporation (the “Company”), Apartment Trust of America Holdings, LP, a Virginia limited partnership (the “Partnership”), and ROC REIT Advisors, LLC, a Virginia limited liability company (the “Advisor”).
INDEMNITY AND GUARANTY AGREEMENTIndemnity and Guaranty Agreement • April 17th, 2007 • NNN Apartment REIT, Inc. • Real estate investment trusts
THIS INDEMNITY AND GUARANTY AGREEMENT (as the same may hereafter be amended, consolidated, renewed or replaced, this “Agreement”), made as of April 12, 2007, by NNN APARTMENT REIT, INC., a Maryland corporation (“Indemnitor”), whose address is 1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705, in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, “Lender”), whose address is Commercial Real Estate Services, 8739 Research Drive URP - 4, NC 1075, Charlotte, North Carolina 28262.
APARTMENT REIT HIDDEN LAKES, LP, as Borrower to WILLIAM M. WOODALL, as Trustee For the benefit of WACHOVIA BANK, NATIONAL ASSOCIATION, as Lender DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING Dated as of: December 28, 2006Deed of Trust, Security Agreement and Fixture Filing • January 4th, 2007 • NNN Apartment REIT, Inc. • Real estate investment trusts
THIS DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (as the same may from time to time be amended, consolidated, renewed or replaced, this “Deed of Trust”) is made as of December 28, 2006 by APARTMENT REIT HIDDEN LAKES, LP, a Texas limited partnership (“Borrower”), having an address at c/o Triple Net Properties, LLC, 1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705, to WILLIAM M. WOODALL, an individual and resident of Texas, as Trustee (“Trustee”), having an address at 8201 Preston Road, Suite 280, Dallas, Texas 75225, for the benefit of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as beneficiary (together with its successors and assigns, “Lender”), whose address is Commercial Real Estate Services, 8739 Research Drive URP — 4, NC 1075, Charlotte, North Carolina 28262.
MULTIFAMILY DEED TO SECURE DEBT, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (GEORGIA – REVISION DATE 05-11-2004)Multifamily Deed to Secure Debt, Assignment of Rents and Security Agreement • July 2nd, 2008 • Grubb & Ellis Apartment REIT, Inc. • Real estate investment trusts
THIS MULTIFAMILY DEED TO SECURE DEBT, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (the "Instrument”) is made to be effective as of the 27th day of June, 2008, between G&E APARTMENT REIT KEDRON VILLAGE, LLC, a limited liability company organized and existing under the laws of Delaware, whose address is c/o Grubb & Ellis Realty Investors, LLC, 1606 Santa Rosa Road, Suite 109, Richmond, Virginia 23229, as grantor (“Borrower”), and CAPMARK BANK, an industrial bank organized and existing under the laws of Utah, whose address is 6955 Union Park Center, Suite 330, Midvale, Utah 84047, Attn: President, as grantee (“Lender”). Borrower’s organizational identification number, if applicable, is 4563259.
SECOND AMENDED AND RESTATED NOTENote • January 22nd, 2014 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts
FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to CITIBANK, N.A. or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the lesser of the principal sum of EIGHTY-TWO MILLION NINE HUNDRED AND FIFTY THOUSAND AND NO/00 DOLLARS ($82,950,000) or the aggregate unpaid principal amount of all Loans from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of March 7, 2013 (as amended and supplemented to date, and as the same may be further amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, Landmark Apartment Trust of America, Inc., and certain subsidiaries of the Borrower from time to time party thereto, as guarantors, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.
January 26, 2016 Greg E. Brooks Richmond, Virginia 23230 Dear Greg:Merger Agreement • January 27th, 2016 • Landmark Apartment Trust, Inc. • Real estate investment trusts
Reference is made to that certain Agreement and Plan of Merger, dated as of October 22, 2015 (the “Merger Agreement”), by and among Landmark Apartment Trust, Inc. (the “Company”), Monument Partners, L.L.C. (“Parent”), Landmark Apartment Trust Holdings, LP (“Company LP”), Monument REIT Merger Sub, L.P. (“REIT Merger Sub”) and Monument Partnership Merger Sub, L.P. (“Partnership Merger Sub”), pursuant to which Partnership Merger Sub will merge with and into Company LP, with Company LP surviving as an indirect wholly-owned subsidiary of Parent (the “Partnership Merger”), and, following the Partnership Merger, the Company will merge with and into REIT Merger Sub, with REIT Merger Sub surviving as a direct wholly-owned subsidiary of Parent (the “REIT Merger”). Reference is also made to the Employment Agreement, dated as of May 7, 2015, by and between the Company and you (the “Employment Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascrib
MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (TENNESSEE – REVISION DATE 10-18-2007)Multifamily Deed of Trust, Assignment of Rents and Security Agreement • September 19th, 2008 • Grubb & Ellis Apartment REIT, Inc. • Real estate investment trusts
THIS MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (the “Instrument”) is made as of this 15th day of September, 2008, among G&E APARTMENT REIT CANYON RIDGE, LLC, a limited liability company organized and existing under the laws of Delaware, whose address is c/o Grubb & Ellis Realty Investors, LLC, 1606 Santa Rosa Road, Suite 109, Richmond, Virginia 23229, as grantor (“Borrower”), to MID-SOUTH TITLE CORP., as trustee, a resident of Shelby County, Tennessee, whose address is 6363 Poplar Ave., Suite 208, Memphis, Tennessee (“Trustee”), for the benefit of CAPMARK BANK, an industrial bank organized and existing under the laws of Utah, whose address is 6955 Union Park Center, Suite 330, Midvale, Utah 84047, Attn: President, as beneficiary (“Lender”). Borrower’s organizational identification number, if applicable, is 4587727.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 8th, 2013 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • New York
This Registration Rights Agreement (this “Agreement”), is made and entered into as of July 1, 2013, by and between LANDMARK APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (the “Company”) and 2335887 LIMITED PARTNERSHIP, an Ontario limited partnership (the “Investor”).
RESTRICTED LIMITED PARTNERSHIP UNITS AGREEMENT (ELCO LANDMARK RESIDENTIAL HOLDINGS LLC)Restricted Limited Partnership Units Agreement • March 19th, 2013 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • Virginia
This Restricted Limited Partnership Units Agreement (the “Agreement”) is made as of March 14, 2013, by and among Landmark Apartment Trust of America, Inc. (the “Company”), Landmark Apartment Trust of America Holdings, LP, the Company’s operating partnership (the “Operating Partnership”), and Elco Landmark Residential Holdings LLC (“Recipient”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • January 23rd, 2015 • Landmark Apartment Trust, Inc. • Real estate investment trusts • Maryland
SEC INDEMNITY AND GUARANTY AGREEMENTIndemnification & Liability • April 17th, 2007 • NNN Apartment REIT, Inc. • Real estate investment trusts
THIS SEC INDEMNITY AND GUARANTY AGREEMENT (as the same may hereafter be amended, consolidated, renewed or replaced, this “Agreement”), made as of April 12, 2007, by NNN APARTMENT REIT, INC., a Maryland corporation (“Indemnitor”), whose address is c/o Triple Net Properties, LLC, 1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705, in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, “Lender”), whose address is Commercial Real Estate Services, 8739 Research Drive URP - 4, NC 1075, Charlotte, North Carolina 28262.
INTEREST CONTRIBUTION AGREEMENT by and among DK BAY BREEZE, LLC, a Florida limited liability company the Contributor, DEBARTOLO DEVELOPMENT, LLC, a Delaware limited liability company, as the Contributor’s Representative, APARTMENT TRUST OF AMERICA...Interest Contribution Agreement • August 8th, 2012 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • New York
THIS INTEREST CONTRIBUTION AGREEMENT (this “Agreement”) is made effective as of August 3, 2012 (the “Effective Date”), by and among (i) DK BAY BREEZE, LLC, a Florida limited liability company (the “Contributor”), (ii) DEBARTOLO DEVELOPMENT, LLC, a Delaware limited liability company (the “Contributor’s Representative”), (iii) APARTMENT TRUST OF AMERICA HOLDINGS, L.P., a Virginia limited partnership, or its successors and assigns (the “Partnership”), and (iv) APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (“ATA”).
