0001585219-15-000094 Sample Contracts

MULTIFAMILY LOAN AND SECURITY AGREEMENT
Multifamily Loan and Security Agreement • September 1st, 2015 • Steadfast Apartment REIT, Inc. • Real estate investment trusts

THIS MULTIFAMILY LOAN AND SECURITY AGREEMENT (“Loan Agreement”) is dated as of the 26th day of August, 2015 and is made by and between STAR KENSINGTON, LLC, a Delaware limited liability company (“Borrower”), and PNC BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, “Lender”).

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PROPERTY MANAGEMENT AGREEMENT
Property Management Agreement • September 1st, 2015 • Steadfast Apartment REIT, Inc. • Real estate investment trusts

THIS PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of August 26, 2015 (the “Effective Date”), by and between STAR DELANO, LLC, a Delaware limited liability company (“Owner”), and STEADFAST MANAGEMENT COMPANY, INC., a California corporation (“Manager”).

ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT FEES
Assignment of Management Agreement and Subordination of Management Fees • September 1st, 2015 • Steadfast Apartment REIT, Inc. • Real estate investment trusts

THIS ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT FEES (“Assignment”) is made effective as of the 26th day of August, 2015, by and among STAR KENSINGTON, LLC, a Delaware limited liability company (“Borrower”), PNC BANK, NATIONAL ASSOCIATION, a national banking association (“Lender”), and STEADFAST MANAGEMENT COMPANY, INC., a California corporation (“Property Manager”).

CONSTRUCTION MANAGEMENT SERVICES AGREEMENT
Construction Management Services Agreement • September 1st, 2015 • Steadfast Apartment REIT, Inc. • Real estate investment trusts

THIS CONSTRUCTION MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is entered into as of August 26, 2015 by and between STAR KENSINGTON, LLC, a Delaware limited liability company (the “Company”), and PACIFIC COAST LAND & CONSTRUCTION, INC., a California corporation (the “Construction Manager”).

PURCHASE AND SALE AGREEMENT [Regency at North Richland Hills, North Richland Hills, Texas]
Purchase and Sale Agreement • September 1st, 2015 • Steadfast Apartment REIT, Inc. • Real estate investment trusts • Texas

This PURCHASE AND SALE AGREEMENT (this "Contract") is made and entered as of the Effective Date (defined below) by and between AP WP NORTH RICHLAND HILLS REIT LLC, a Delaware limited liability company ("Seller"), and STEADFAST ASSET HOLDINGS, INC., a California corporation ("Purchaser").

GUARANTY MULTISTATE (Revised 5-20-2015)
Guaranty • September 1st, 2015 • Steadfast Apartment REIT, Inc. • Real estate investment trusts

THIS GUARANTY (“Guaranty”) is entered into to be effective as of August 26, 2015, by STEADFAST APARTMENT REIT, INC., a Maryland corporation (“Guarantor”, collectively if more than one), for the benefit of PNC BANK, NATIONAL ASSOCIATION, a national banking association (“Lender”).

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • September 1st, 2015 • Steadfast Apartment REIT, Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is entered into to be effective as of July 31, 2015, by and between AP WP NORTH RICHLAND HILLS REIT LLC, a Delaware limited liability company ("Seller"), and STEADFAST ASSET HOLDINGS, INC., a California corporation ("Purchaser").

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT
Assignment and Assumption of Purchase Agreement • September 1st, 2015 • Steadfast Apartment 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 STAR DELANO, 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 June 29, 2015, (as may have been amended or may hereafter be amended, the “Purchase Agreement”), between AP WP North Richland Hills REIT LLC, a Delaware limited liability company (“Seller”) and Assignor for the purchase and sale of that certain real property located in North Richland Hills, Texas, as more particularly described in Exhibit A attached hereto (the “Property”).

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • September 1st, 2015 • Steadfast Apartment REIT, Inc. • Real estate investment trusts

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is entered into to be effective as of August 6, 2015, by and between AP WP VINEYARD REIT LLC, a Delaware limited liability company ("Seller"), and STEADFAST ASSET HOLDINGS, INC., a California corporation ("Purchaser").

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT
Assignment and Assumption of Purchase Agreement • September 1st, 2015 • Steadfast Apartment 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 STAR KENSINGTON, 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 June 29, 2015, (as may have been amended or may hereafter be amended, the “Purchase Agreement”), between AP WP Vineyard REIT LLC, a Delaware limited liability company (“Seller”) and Assignor for the purchase and sale of that certain real property located in Euless, Texas, as more particularly described in Exhibit A attached hereto (the “Property”).

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT
Assignment and Assumption of Purchase Agreement • September 1st, 2015 • Steadfast Apartment 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 STAR MEADOWS, 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 June 29, 2015, (as may have been amended or may hereafter be amended, the “Purchase Agreement”), between AP WP Green REIT LLC, a Delaware limited liability company (“Seller”) and Assignor for the purchase and sale of that certain real property located in North Richland Hills, Texas, as more particularly described in Exhibit A attached hereto (the “Property”).

CREDIT AGREEMENT
Credit Agreement • September 1st, 2015 • Steadfast Apartment REIT, Inc. • Real estate investment trusts • Virginia

THIS CREDIT AGREEMENT (“Agreement”) is dated as of August 26, 2015 and is made by and between STAR Delano, LLC, a Delaware limited liability company and STAR Meadows, LLC, a Delaware limited liability company, each having an address c/o Steadfast Companies, 18100 Von Karman Avenue, Suite 500, Irvine, CA 92612 (individually and collectively the “Borrower”) and PNC Bank, National Association, a national banking association, having an address of 26901 Agoura Road, Suite 200, Calabasas Hills, CA 91301 (together, with its successors and/or assigns, “Lender”).

GUARANTY (MULTISTATE) (Revised 3-1-2014; Specifically Modified 5-27-2015)
Guaranty • September 1st, 2015 • Steadfast Apartment REIT, Inc. • Real estate investment trusts • Virginia

THIS GUARANTY (“Guaranty”) is entered into to be effective as of August 26, 2015, by Steadfast Apartment REIT, Inc., a Maryland corporation (“Guarantor”, collectively if more than one), for the benefit of PNC Bank, National Association, a national banking association (together with its successors and/or assigns, “Lender”).

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • September 1st, 2015 • Steadfast Apartment REIT, Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is entered into to be effective as of July 31, 2015, by and between AP WP VINEYARD REIT LLC, a Delaware limited liability company ("Seller"), and STEADFAST ASSET HOLDINGS, INC., a California corporation ("Purchaser").

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