0001193125-12-117680 Sample Contracts

PROPERTY MANAGEMENT AGREEMENT
Property Management Agreement • March 15th, 2012 • Steadfast Income REIT, Inc. • Real estate investment trusts

THIS PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of March 9, 2012 (the “Effective Date”), by and between SIR SPRING CREEK, LLC, a Delaware limited liability company (“Owner”), and STEADFAST MANAGEMENT COMPANY, INC., a California corporation (“Manager”).

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MULTIFAMILY NOTE-CME MULTISTATE – FIXED RATE (REVISION DATE 6-1-2010)
Steadfast Income REIT, Inc. • March 15th, 2012 • 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 HOLLIDAY FENOGLIO FOWLER, L.P., a Texas limited partnership, the principal sum of Fourteen Million One Hundred Thousand and 00/100 Dollars (US $14,100,000.00), with interest on the unpaid principal balance, as hereinafter provided.

MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (OKLAHOMA – REVISION DATE 03-31-2008)
Security Agreement • March 15th, 2012 • Steadfast Income REIT, Inc. • Real estate investment trusts

THIS MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (the “Instrument”) is made as of the 31st day of January, 2011, between WC/TP SPRING CREEK, LLC, a limited liability company organized and existing under the laws of Delaware, whose address is 8111 Preston Road, Suite 715, Dallas, Texas 75225, as mortgagor (“Borrower”), and HOLLIDAY FENOGLIO FOWLER, L.P., a limited partnership organized and existing under the laws of Texas, whose address is 9 Greenway Plaza, Suite 700, Houston, Texas 77046, as mortgagee (“Lender”). Borrower’s organizational identification number, if applicable, is 4486082.

PREPARED BY: Harold A. Hagen, Esq. ) Bryan Cave LLP )
Assumption Agreement • March 15th, 2012 • Steadfast Income REIT, Inc. • Real estate investment trusts
ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT FEES
Management Agreement • March 15th, 2012 • Steadfast Income REIT, Inc. • Real estate investment trusts

THIS ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT FEES (“Assignment”) is made effective as of the 9th day of March, 2012, by and among SIR SPRING CREEK, LLC, a Delaware limited liability company, having its principal place of business at c/o Steadfast Asset Holdings, Inc., 18100 Von Karman Ave., Suite 500, Irvine, California 92612 (“New Borrower”), U.S. BANK NATIONAL ASSOCIATION, as Trustee for the registered holders of J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., MULTIFAMILY MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2011-K702, having an address at c/o Wells Fargo Bank, N.A., Commercial Mortgage Servicing, 1901 Harrison Street, 7th Floor, Oakland, California 94612 (together with its successors and assigns, “Noteholder”), and STEADFAST MANAGEMENT COMPANY, INC., a California corporation, having its principal place of business at 18100 Von Karman Ave., Suite 500, Irvine, California 92612 (“Property Manager”).

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT
Assignment and Assumption of Purchase Agreement • March 15th, 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 SPRING CREEK, 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 December 9, 2011 (as may be amended, the “Purchase Agreement”), between WC/TP Spring Creek, LLC (“Seller”) and Assignor, for the purchase and sale of that certain real property located in Edmond, Oklahoma, as more particularly described in Exhibit A attached hereto (the “Property”).

GUARANTY
Steadfast Income REIT, Inc. • March 15th, 2012 • Real estate investment trusts

THIS GUARANTY (“Guaranty”) is entered into effective as of March 9, 2012, by STEADFAST IMCOME REIT OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“OP”) and STEADFAST INCOME REIT, INC., a Maryland corporation (“SIR” and, together with OP, jointly and severally, “Guarantor”), for the benefit of U.S. BANK NATIONAL ASSOCIATION, as Trustee for the registered holders of J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., MULTIFAMILY MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2011-K702 (“Noteholder”).

PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS by and between WC/TP SPRING CREEK, LLC, a Delaware limited liability company (“Seller”) and STEADFAST ASSET HOLDINGS, INC., a California corporation (“Buyer”)
Purchase and Sale Agreement • March 15th, 2012 • Steadfast Income REIT, Inc. • Real estate investment trusts • Oklahoma

This PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (“Agreement”) is made and entered into as of the 9th day of December, 2011, by and between WC/TP SPRING CREEK, LLC, a Delaware limited liability company (“Seller”), and STEADFAST ASSET HOLDINGS, INC., a California corporation (“Buyer”), with reference to the following facts:

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