0001481832-15-000062 Sample Contracts

THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • August 31st, 2015 • Preferred Apartment Communities Inc • Real estate investment trusts • New York

THIS THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of August 28, 2015 (as the same may be amended, restated or otherwise modified from time to time, this “Agreement”), among: (i) PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”); (ii) each of the Subsidiaries (as defined in the Credit Agreement referred to below) of the Borrower that is a signatory hereto (each such Subsidiary, together with each Additional Grantor (defined below) that becomes a party hereto pursuant to Section 9.14 hereof and together with the Borrower, collectively, the “Grantors” and, individually, each a “Grantor”); and (iii) KEYBANK NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”), for the benefit of the Secured Creditors (as defined below):

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THIRD AMENDED AND RESTATED GUARANTY
Guaranty • August 31st, 2015 • Preferred Apartment Communities Inc • Real estate investment trusts • New York

THIS THIRD AMENDED AND RESTATED GUARANTY, dated as of August 28, 2015 (as the same may be amended, restated or otherwise modified from time to time, this “Guaranty”), made by (i) each of the undersigned (each, a “Guarantor” and collectively, the “Guarantors” and such terms shall include an Additional Guarantor that becomes a party to this Guaranty pursuant to Section 16 hereof), with (ii) KEYBANK NATIONAL ASSOCIATION, as Administrative Agent (herein, together with its successors and assigns in such capacity, the “Administrative Agent”), for the benefit of the Creditors (as defined below):

THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Intercreditor Agreement • August 31st, 2015 • Preferred Apartment Communities Inc • Real estate investment trusts • New York

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of August 28, 2015 among the following: (i) PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”); (ii) PREFERRED APARTMENT COMMUNITIES, INC., a Maryland corporation (the “PAC REIT”), as a Credit Party (as hereinafter defined); (iii) the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”); and (iv) KEYBANK NATIONAL ASSOCIATION, as the administrative agent (the “Administrative Agent”).

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