Execution
Version


 






 


Mid-America
Apartments, L.P.


 


$18,000,000
3.15% Senior Guaranteed Notes, Series A, due November 30, 2017


$20,000,000
3.61% Senior Guaranteed Notes, Series B, due November 30, 2019


$117,000,000
4.17% Senior Guaranteed Notes, Series C, due November 30, 2022


and


$20,000,000
4.33% Senior Guaranteed Notes, Series D, due November 30, 2024


 


 



 




Note
Purchase Agreement


 


 



 


Dated as of August 31, 2012


 


 






 



    	 



    	 



    

 


Table
of Contents


 


(Not a part of the Agreement)


 


	Section	Heading	Page
	 	 	 
	Section 1.	Authorization of Notes	1
	 	 	 
	Section 2.	Sale and Purchase of Notes	2
	 	 	 
	Section 2.1.	Purchase and Sale of Notes	2
	Section 2.2.	Parent Guaranty	2
	 	 	 
	Section 3.	Closings	2
	 	 	 
	Section 4.	Conditions to Closings	2
	 	 	 
	Section 4.1.	Representations and Warranties	2
	Section 4.2.	Performance; No Default	3
	Section 4.3.	Compliance Certificates	3
	Section 4.4.	Opinions of Counsel	4
	Section 4.5.	Purchase Permitted by Applicable Law, Etc.	4
	Section 4.6.	Sale of Other Notes	4
	Section 4.7.	Payment of Special Counsel Fees	4
	Section 4.8.	Private Placement Number	4
	Section 4.9.	Changes in Legal Structure	4
	Section 4.10.	Parent Guaranty	4
	Section 4.11.	Funding Instructions	5
	Section 4.12.	Proceedings and Documents	5
	Section 4.13.	Consummation of First and Second Closing	5
	 	 	 
	Section 5.	Representations and Warranties of the Company	5
	 	 	 
	Section 5.1.	Organization; Power and Authority	5
	Section 5.2.	Authorization, Etc.	5
	Section 5.3.	Disclosure	6
	Section 5.4.	Organization and Ownership of Shares of Subsidiaries; Affiliates	6
	Section 5.5.	Financial Statements; Material Liabilities	7
	Section 5.6.	Compliance with Laws, Other Instruments, Etc.	7
	Section 5.7.	Governmental Authorizations, Etc.	7
	Section 5.8.	Litigation; Observance of Agreements, Statutes and Orders	7
	Section 5.9.	Taxes	8
	Section 5.10.	Title to Property; Leases	8
	Section 5.11.	Licenses, Permits, Etc.	8
	Section 5.12.	Compliance with ERISA	8


 



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	Section 5.13.	Private Offering by the Company	9
	Section 5.14.	Use of Proceeds; Margin Regulations	10
	Section 5.15.	Existing Indebtedness; Future Liens	10
	Section 5.16.	Foreign Assets Control Regulations, Etc.	11
	Section 5.17.	Status under Certain Statutes	12
	Section 5.18.	Notes Rank Pari Passu	12
	Section 5.19.	Environmental Matters	12
	Section 5.20.	REIT Status	12
	 	 	 
	Section 6.	Representations of the Purchasers	13
	 	 	 
	Section 6.1.	Purchase for Investment	13
	Section 6.2.	Source of Funds	13
	 	 	 
	Section 7.	Information as to the Company	15
	 	 	 
	Section 7.1.	Financial and Business Information	15
	Section 7.2.	Officer’s Certificate	18
	Section 7.3.	Visitation	18
	 	 	 
	Section 8.	Prepayment of the Notes	19
	 	 	 
	Section 8.1.	Maturity	19
	Section 8.2.	Optional Prepayments with Make-Whole Amount	19
	Section 8.3.	Change in Control	19
	Section 8.4.	Allocation of Partial Prepayments	21
	Section 8.5.	Maturity; Surrender, Etc.	22
	Section 8.6.	Purchase of Notes	22
	Section 8.7.	Make-Whole Amount	23
	 	 	 
	Section 9.	Affirmative Covenants	24
	 	 	 
	Section 9.1.	Compliance with Law	24
	Section 9.2.	Insurance	24
	Section 9.3.	Maintenance of Properties	25
	Section 9.4.	Payment of Taxes and Claims	25
	Section 9.5.	Legal Existence, Etc.	25
	Section 9.6.	Notes to Rank Pari Passu	26
	Section 9.7.	Books and Records	26
	Section 9.8.	Ownership	26
	Section 9.9.	Consummation of Second Closing and Third Closing	26
	 	 	 
	Section 10.	Negative Covenants	27
	 	 	 
	Section 10.1.	Maximum Aggregate Debt Limit	27
	Section 10.2.	Maximum Aggregate Secured Debt Limit	27
	Section 10.3.	Minimum Interest Coverage	27
	Section 10.4.	Minimum Unsecured Debt Ratio	27
	Section 10.5.	Minimum Unsecured Debt Yield	28


 



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	Section 10.6.	Minimum Net Worth	28
	Section 10.7.	Maximum Quarterly Dividends	28
	Section 10.8.	Mergers, Consolidations, Etc.	28
	Section 10.9.	Transactions with Affiliates	30
	Section 10.10.	Line of Business	30
	Section 10.11.	Terrorism Sanctions Regulations	30
	Section 10.12.	Total Assets; Total Unencumbered Assets	31
	 	 	 
	Section 11.	Events of Default	31
	 	 	 
	Section 12.	Remedies on Default, Etc.	33
	 	 	 
	Section 12.1.	Acceleration	33
	Section 12.2.	Other Remedies	34
	Section 12.3.	Rescission	34
	Section 12.4.	No Waivers or Election of Remedies, Expenses, Etc.	34
	 	 	 
	Section 13.	Registration; Exchange; Substitution of Notes	35
	 	 	 
	Section 13.1.	Registration of Notes	35
	Section 13.2.	Transfer and Exchange of Notes	35
	Section 13.3.	Replacement of Notes	35
	 	 	 
	Section 14.	Payments on Notes	36
	 	 	 
	Section 14.1.	Place of Payment	36
	Section 14.2.	Home Office Payment	36
	 	 	 
	Section 15.	Expenses, Etc.	37
	 	 	 
	Section 15.1.	Transaction Expenses	37
	Section 15.2.	Survival	37
	 	 	 
	Section 16.	Survival of Representations and Warranties; Entire
    Agreement	37
	 	 	 
	Section 17.	Amendment and Waiver	38
	 	 	 
	Section 17.1.	Requirements	38
	Section 17.2.	Solicitation of Holders of Notes	38
	Section 17.3.	Binding Effect, Etc.	38
	Section 17.4.	Notes Held by Company, Etc.	39
	 	 	 
	Section 18.	Notices	39
	 	 	 
	Section 19.	Reproduction of Documents	40


 



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	Section 20.	Confidential Information	40
	 	 	 
	Section 21.	Substitution of Purchaser	41
	 	 	 
	Section 22.	Miscellaneous	41
	 	 	 
	Section 22.1.	Successors and Assigns	41
	Section 22.2.	Payments Due on Non-Business Days	41
	Section 22.3.	Accounting Terms	42
	Section 22.4.	Severability	42
	Section 22.5.	Construction, Etc.	42
	Section 22.6.	Counterparts	42
	Section 22.7.	Governing Law	42
	Section 22.8.	Jurisdiction and Process; Waiver of Jury Trial	42
	 	 	 
	Signature	 	


 



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	Schedule A	—	 	Information Relating to Purchasers
	 	 	 	 
	Schedule B	—	 	Defined Terms
	 	 	 	 
	Schedule 5.3	—	 	Disclosure Materials
	 	 	 	 
	Schedule 5.4	—	 	Subsidiaries of the Parent Guarantor and Ownership of Subsidiary Stock
	 	 	 	 
	Schedule 5.15	—	 	Existing Indebtedness
	 	 	 	 
	Exhibit 1-A	—	 	Form of 3.15% Senior Guaranteed Notes, Series A, due November 30, 2017
	 	 	 	 
	Exhibit 1-B	—	 	Form of 3.61% Senior Guaranteed Notes, Series B, due November 30, 2019
	 	 	 	 
	Exhibit 1-C	—	 	Form of 4.17% Senior Guaranteed Notes, Series C, due November 30, 2022
	 	 	 	 
	Exhibit 1-D	—	 	Form of 4.33% Senior Guaranteed Notes, Series D, due November 30, 2024
	 	 	 	 
	Exhibit 2.2	—	 	Form of Parent Guaranty
	 	 	 	 
	Exhibit 4.4(a)	—	 	Form of Opinion of Counsel to the Company and the Parent Guarantor
	 	 	 	 
	Exhibit 4.4(b)	—	 	Form of Opinion of Counsel to the Purchasers


 



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Mid-America
Apartments, L.P.


6584 Poplar Avenue


Memphis, TN 38138


 


$18,000,000
3.15% Senior Guaranteed Notes, Series A, due November 30, 2017


$20,000,000
3.61% Senior Guaranteed Notes, Series B, due November 30, 2019


$117,000,000
4.17% Senior Guaranteed Notes, Series C, due November 30, 2022


$20,000,000
4.33% Senior Guaranteed Notes, Series D, due November 30, 2024


 


Dated as of August 31,
2012


 


To
Each of the Purchasers Listed in


Schedule
A Hereto:


 


Ladies and Gentlemen:


 


Mid-America
Apartments, L.P., a Tennessee limited partnership (the “Company”), and Mid-America
Apartment Communities, Inc., a Tennessee corporation operating as a real estate investment trust (the “Parent Guarantor”,
the Parent Guarantor and the Company being herein sometimes collectively referred to as the “Obligors”), jointly
and severally, agree with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and,
collectively, the “Purchasers”) as follows:


 


Section 1.          Authorization
of Notes.


 


The Company will authorize
the issue and sale of (a) $18,000,000 aggregate principal amount of its 3.15% Senior Guaranteed Notes, Series A, due
November 30, 2017 (the “Series A Notes”) and (b) $20,000,000 aggregate principal amount of its
3.61% Senior Guaranteed Notes, Series B, due November 30, 2019 (the “Series B Notes”), (c) $117,000,000
aggregate principal amount of its 4.17% Senior Guaranteed Notes, Series C, due November 30, 2022 (the “Series C
Notes”) and (d) $20,000,000 aggregate principal amount of its 4.33% Senior Guaranteed Notes, Series D, due
November 30, 2024 (the “Series D Notes”, and collectively with the Series A Notes, the Series B
Notes and the Series C Notes, the “Notes”, such term to include any such notes issued in substitution therefore
pursuant to Section 13). Each series of Notes issued hereunder are sometimes referred to as Notes of a “Series.”
The Notes shall be substantially in the form set out in Exhibits 1-A, 1-B, 1-C and 1-D, respectively
with such changes therefrom, if any, as may be approved by the Purchasers and the Company. Certain capitalized and other terms
used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit”
are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.


 



    	 



    	Mid-America Apartments, L.P.	Note Purchase Agreement



    

 


Section 2.          Sale
and Purchase of Notes.


 


Section 2.1.          Purchase
and Sale of Notes. Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser
and each Purchaser will purchase from the Company, at the Closings provided for in Section 3, Notes of the Series and
in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100%
of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser
shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.


 


Section 2.2.          Parent
Guaranty. The payment by the Company of all amounts due with respect to the Notes and the performance by the Company of its
obligations under this Agreement will be absolutely and unconditionally guaranteed by the Parent Guarantor pursuant to the guaranty
agreement substantially in the form of Exhibit 2.2 attached hereto and made a part hereof (as the same may be amended,
modified, extended or renewed, the “Parent Guaranty”).


 


Section 3.          Closings.


 


The sale and purchase
of the Notes to be purchased by each Purchaser shall occur at the offices of Chapman and Cutler LLP, 111 West Monroe Street,
Chicago, Illinois 60603 at 10:00 A.M. Chicago time, at closings (each, a “Closing”)
the first of which shall occur on August 31, 2012 (the “First Closing”), the second of which shall occur
on September 28, 2012 (the “Second Closing”) and the third of which shall occur on November 30, 2012
(the “Third Closing”). At each Closing, the Company will deliver to each Purchaser the Notes to be purchased
by such Purchaser at such Closing in the form of a single Note for each Series of Notes purchased (or such greater number of Notes
in denominations of at least $100,000 as such Purchaser may request) dated the date of such Closing and registered in such Purchaser’s
name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds
in the amount of the purchase price therefor by wire transfer of immediately available funds to the account identified pursuant
to Section 4.11. If at any Closing the Company shall fail to tender such Notes to any Purchaser as provided above in
this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s
satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby
waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.


 


Section 4.          Conditions
to Closings.


 


Each Purchaser’s
obligation to purchase and pay for the Notes to be sold to such Purchaser at each Closing is subject to the fulfillment to such
Purchaser’s satisfaction, prior to or at such Closing, of the following conditions:


 


Section 4.1.          Representations
and Warranties. (a) The representations and warranties of the Company in this Agreement shall be correct when made and
at the time of the relevant Closing.


 



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    	Mid-America Apartments, L.P.	Note Purchase Agreement



    

 


(b)          The
representations and warranties of the Parent Guarantor in the Parent Guaranty shall be correct when made and at the time of the
relevant Closing.


 


Section 4.2.          Performance;
No Default. (a) The Company shall have performed and complied with all agreements and conditions contained in this Agreement
required to be performed or complied with by it prior to or at such Closing, and after giving effect to the issue and sale of the
Notes at such Closing (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or
Event of Default shall have occurred and be continuing. Neither the Company nor any of its Subsidiaries shall have entered into
any transaction since the date of the Memorandum that would have been prohibited by Section 10 had such Section applied
since such date.


 


(b)          The
Parent Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement or the Parent
Guaranty required to be performed and complied with by it prior to or at such Closing, and after giving effect to the issue and
sale of Notes at such Closing (and the application of the proceeds thereof as contemplated by Section 5.14), no Default
or Event of Default shall have occurred and be continuing. Neither the Parent Guarantor nor any Subsidiary shall have entered into
any transaction since the date of the Memorandum that would have been prohibited by Section 10 had such Section applied
since such date.


 


Section 4.3.          Compliance
Certificates.


 


(a)          Officer’s
Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of such Closing,
certifying that the conditions specified in Sections 4.1(a), 4.2(a) and 4.9 have been fulfilled.


 


(b)          Parent
Guarantor Officer’s Certificate.  The Parent Guarantor shall have delivered to such Purchaser an Officer’s Certificate,
dated the date of such Closing, certifying that the conditions specified in Section 4.1(b), 4.2(b) and 4.9
have been fulfilled.


 


(c)          Secretary’s
Certificate. The Company shall have delivered to such Purchaser a certificate of its general partner, dated the date of such
Closing, certifying as to the resolutions attached thereto and other proceedings relating to the authorization, execution and delivery
of the Notes and this Agreement.


 


(d)          Parent
Guarantor Officer’s Certificate.  The Parent Guarantor shall have delivered to such Purchaser a certificate of an authorized
officer, dated the date of such Closing, certifying as to the resolutions attached thereto and other legal proceedings relating
to the authorization, execution and delivery of this Agreement and the Parent Guaranty.


 


(e)          Certificates.
The certificates provided under this Section 4.3 may be combined and delivered as one or more certificates.


 



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    	Mid-America Apartments, L.P.	Note Purchase Agreement



    

 


Section 4.4.          Opinions
of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date
of such Closing (a) from Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C., independent counsel for the Company and
the Parent Guarantor, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to
the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company and the Parent Guarantor
hereby instruct their counsel to deliver such opinion to the Purchasers) and (b) from Chapman and Cutler LLP, the Purchasers’
special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(b) and covering
such other matters incident to such transactions as such Purchaser may reasonably request.


 


Section 4.5.          Purchase
Permitted by Applicable Law, Etc. On the date of such Closing such Purchaser’s purchase of Notes shall (a) be permitted
by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8)
of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character
of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T,
U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or
liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof.
If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters
of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.


 


Section 4.6.          Sale
of Other Notes. Contemporaneously with such Closing, the Company shall sell to each other Purchaser, and each other Purchaser
shall purchase, the Notes to be purchased by it at such Closing as specified in Schedule A hereto.


 


Section 4.7.          Payment
of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before
such Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4
to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to such Closing.


 


Section 4.8.          Private
Placement Number. A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with
the SVO) shall have been obtained for each Series of the Notes.


 


Section 4.9.          Changes
in Legal Structure. The Company and the Parent Guarantor shall not have changed their respective jurisdiction of incorporation
or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of
the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Section 5.5.


 


Section 4.10.         Parent
Guaranty. The Parent Guaranty shall have been executed and delivered by the Parent Guarantor and shall be in full force and
effect.


 



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    	Mid-America Apartments, L.P.	Note Purchase Agreement



    

 


Section 4.11.         Funding
Instructions. At least three Business Days prior to the date of such Closing, each Purchaser shall have received written instructions
signed by a Responsible Officer on letterhead of the Company or the Parent Guarantor identifying (a) the name and address
of the transferee bank, (b) such transferee bank’s ABA number and (c) the account name and number into which the
purchase price for the Notes is to be deposited.


 


Section 4.12.         Proceedings
and Documents. All legal and other proceedings in connection with the transactions contemplated by this Agreement and all
documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such
Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents
as such Purchaser or such special counsel may reasonably request.


 


Section 4.13.         Consummation
of First and Second Closing. In the case of the Second Closing, the transactions contemplated herein with respect to the First
Closing shall have been consummated in accordance with the terms and provisions hereof and in the case of the Third Closing, the
transactions contemplated herein with respect to the First Closing and the Second Closing shall have been consummated in accordance
with the terms and provisions hereof.


 


Section 5.          Representations
and Warranties of the Company.


 


The Company represents
and warrants to each Purchaser that:


 


Section 5.1.          Organization;
Power and Authority. The Company is a limited partnership duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization, and is duly qualified as a limited partnership and is in good standing in each jurisdiction
in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in
good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company
has the legal power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact
the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions
hereof and thereof.


 


Section 5.2.          Authorization,
Etc. This Agreement and the Notes have been duly authorized by all necessary legal action on the part of the Company, and this
Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation
of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (a) applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally
and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or
at law).


 



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    	Mid-America Apartments, L.P.	Note Purchase Agreement



    

 


Section 5.3.          Disclosure.
The Company and the Parent Guarantor, through their agent, Jefferies & Company, Inc. as representative of the placement
agents, have delivered to each Purchaser a copy of a Private Placement Memorandum dated August, 2012 (the “Memorandum”),
relating to the transactions contemplated hereby. The Memorandum fairly describes, in all material respects, the general nature
of the business and principal properties of the Parent Guarantor, the Company and their respective Subsidiaries. This Agreement,
the Memorandum and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company and
the Parent Guarantor in connection with the transactions contemplated hereby and identified in Schedule 5.3, and the
financial statements referred to in Section 5.5, (this Agreement, the Memorandum and such documents, certificates
or other writings and such financial statements delivered to each Purchaser prior to August 17, 2012 being referred to, collectively,
as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which
they were made. Since December 31, 2011, there has been no change in the financial condition, operations, business or properties
of the Parent Guarantor, the Company or their respective Subsidiaries except changes that individually or in the aggregate could
not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Parent Guarantor or the Company that
could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents.


 


Section 5.4.          Organization
and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein)
complete and correct lists (i) as of June 30, 2012 (since which date there have been no Material changes) of the Subsidiaries
of the Parent Guarantor and the Company, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization,
and the percentage of the Equity Interests outstanding owned by the Parent Guarantor, the Company, and each other Subsidiary,
(ii) of the Parent Guarantor’s and the Company’s Affiliates, other than Subsidiaries, and (iii) of the Parent
Guarantor’s and the Company’s directors, trustees and senior officers.


 


(b)          All
of the outstanding Equity Interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor
or the Company and their respective Subsidiaries have been validly issued, are fully paid and nonassessable (in the case of capital
stock) and are owned by the Parent Guarantor or another Subsidiary free and clear of any Encumbrance (except as otherwise disclosed
in Schedule 5.4).


 


(c)          Each
Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in
good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal
entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions
as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect. Each such Subsidiary has the corporate or other legal power and authority to own or hold under
lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.


 


(d)          No
Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than the agreements
listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability
of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor,
the Company or any of their respective Subsidiaries that owns outstanding shares of capital stock or similar equity interests of
such Subsidiary.


 



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    	Mid-America Apartments, L.P.	Note Purchase Agreement



    

 


Section 5.5.          Financial
Statements; Material Liabilities. The Parent Guarantor’s report on Form 10-K for the fiscal year ended December 31,
2011 and its quarterly reports on Form 10-Q for the quarterly periods ending March 31, 2012 and June 30, 2012, respectively,
contain consolidated financial statements of the Parent Guarantor. All of said financial statements (including in each case the
related schedules and notes) fairly present in all material respects the consolidated financial position of the Parent Guarantor
and its Subsidiaries (including, without limitation, the Company) as of the respective dates specified in such financial statements
and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared
in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject,
in the case of any interim financial statements, to normal year-end adjustments). The Parent Guarantor, the Company and their Subsidiaries
do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure
Documents.


 


Section 5.6.          Compliance
with Laws, Other Instruments, Etc. The execution, delivery and performance by the Company of this Agreement and the Notes will
not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Encumbrance in
respect of any property of the Company or any of its Subsidiaries under, any indenture, mortgage, deed of trust, loan, purchase
or credit agreement, lease, charter, by-laws, partnership agreement, limited liability company agreement or any other agreement
or instrument to which the Company or any of its Subsidiaries is bound or by which the Company or any of its Subsidiaries or any
of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions
or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company
or any of its Subsidiaries or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority
applicable to the Company or any of its Subsidiaries.


 


Section 5.7.          Governmental
Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental
Authority is required in connection with the execution, delivery or performance by the Company of this Agreement or the Notes.


 


Section 5.8.          Litigation;
Observance of Agreements, Statutes and Orders. (a) There are no actions, suits, investigations or proceedings pending
or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any property of
the Company or any of its Subsidiaries in any court or before any arbitrator of any kind or before or by any Governmental Authority,
including, without limitation, matters disclosed in Form 10-Q or Form 10-K filings of the Parent Guarantor that, individually
or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 


(b)          Neither
the Company nor any of its Subsidiaries is in default under any term of any agreement or instrument to which it is a party or by
which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation
of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws or the USA Patriot Act) of
any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have
a Material Adverse Effect.


 



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    	Mid-America Apartments, L.P.	Note Purchase Agreement



    

 


Section 5.9.          Taxes.
The Parent Guarantor, the Company and their respective Subsidiaries have filed all tax returns that are required to have been filed
in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied
upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable
and before they have become delinquent, except for any taxes and assessments (a) the amount of which is not individually or
in the aggregate Material or (b) the amount, applicability or validity of which is currently being contested in good faith
by appropriate proceedings and with respect to which the Parent Guarantor, the Company or a Subsidiary, as the case may be, has
established adequate reserves in accordance with GAAP. Neither the Parent Guarantor nor the Company knows of any basis for any
other tax or assessment that could reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves
on the books of the Parent Guarantor, the Company and their respective Subsidiaries in respect of Federal, state or other taxes
for all fiscal periods are adequate. The Federal income tax liabilities of the Parent Guarantor, the Company and their respective
Subsidiaries are not subject to any incomplete audit.


 


Section 5.10.         Title
to Property; Leases. The Parent Guarantor, the Company and their respective Subsidiaries have good and sufficient title to
their respective properties that individually or in the aggregate are Material, including all such properties reflected in the
audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Parent Guarantor, the Company
or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free
and clear of Encumbrances prohibited by this Agreement, except for any failure to have such title as is disclosed in the Parent
Guarantor’s most recent annual report on Form 10-K, none of which could reasonably be expected to have a Material Adverse
Effect. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect
in all material respects.


 


Section 5.11.         Licenses,
Permits, Etc. Except, in the case of subsections (a), (b) and (c) below, as could not reasonably be expected to have a
Material Adverse Effect, (a) the Parent Guarantor, the Company and their respective Subsidiaries own or possess all licenses,
permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights
thereto without known conflict with the rights of others;


 


(b)          to
the best knowledge of the Company, no product or service of the Parent Guarantor, the Company or any of their respective Subsidiaries
infringes any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade
name or other right owned by any other Person; and


 


(c)          to
the best knowledge of the Company, there is no violation by any Person of any right of the Parent Guarantor, the Company or any
of their respective Subsidiaries with respect to any patent, copyright, proprietary software, service mark, trademark, trade name
or other right owned or used by the Parent Guarantor, the Company or any of their respective Subsidiaries.


 


Section 5.12.         Compliance
with ERISA. (a) None of the Parent Guarantor, the Company, or their ERISA Affiliates sponsors, maintains or contributes to
(or has sponsored, maintained or contributed to in the last five years) any Plan that is subject to section 412 of the Code or
Title IV of ERISA.


 



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(b)          The
Parent Guarantor, the Company and each ERISA Affiliate have operated and administered each Plan (excluding Multiemployer Plans)
in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably
be expected to result in a Material Adverse Effect. Neither the Parent Guarantor, the Company nor any ERISA Affiliate has incurred
any liability pursuant to Title I of ERISA or the penalty or excise tax provisions of the Code or ERISA relating to employee benefit
plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably
be expected to result in the incurrence of any such liability by the Parent Guarantor, the Company or any ERISA Affiliate, or in
the imposition of any Encumbrance on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case
pursuant to Title I of ERISA or to such penalty or excise tax provisions, other than such liabilities as would not be individually
or in the aggregate Material.


 


(c)          The
Parent Guarantor, the Company and their ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent
withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the
aggregate are Material.


 


(d)          The
expected postretirement benefit obligation (determined as of the last day of the Parent Guarantor’s most recently ended fiscal
year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation
coverage mandated by section 4980B of the Code) of the Parent Guarantor, the Company and their Subsidiaries is not Material.


 


(e)          The
execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that
is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D)
of the Code. The representation by the Company in the first sentence of this Section 5.12(e) is made in reliance upon
and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of the funds
used to pay the purchase price of the Notes to be purchased by such Purchaser.


 


Section 5.13.         Private
Offering by the Company. Neither the Parent Guarantor, the Company nor anyone acting on its or their behalf has offered the
Notes, the Parent Guaranty or any similar Securities for sale to, or solicited any offer to buy any of the same from, or otherwise
approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than eighty (80) Institutional
Investors, each of which has been offered the Notes and the Parent Guaranty at a private sale for investment. Neither the Parent
Guarantor, the Company nor anyone acting on its or their behalf has taken, or will take, any action that would subject the issuance
or sale of the Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements
of any securities or blue sky laws of any applicable jurisdiction.


 



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Section 5.14.         Use
of Proceeds; Margin Regulations. (a) The Company will apply the proceeds of the sale of the Notes for direct and indirect
investments in real estate and for general corporate purposes, including the repayment of debt and the funding of development and
redevelopment activities. No part of the proceeds of the sale of the Notes shall be used directly or indirectly (i) to finance
or refinance dealings or transactions with any Person described or designated in the Specially Designated Nationals and Blocked
Persons List (the “SDN List”) of the Office of Foreign Assets Control (“OFAC”) or in Section 1
of the Anti-Terrorism Order or which is otherwise a Person officially sanctioned by the United States of America pursuant to the
OFAC Sanctions Laws or by any other Governmental Authority pursuant to any applicable Anti-Money Laundering Laws, Anti-Corruption
Laws or other Applicable Laws of similar substance or any Applicable Laws similar in Substance to the Foreign Activities Laws or
(ii) for any purpose that is otherwise in violation of the Trading with the Enemy Act, the OFAC Sanctions Laws, the USA Patriot
Act or CISADA (collectively, the “Foreign Activities Laws”) or any applicable Anti-Money Laundering Laws, Anti-Corruption
Laws or other Applicable Laws of similar substance or any Applicable Laws similar in substance to the Foreign Activities Laws.


 


(b)          No
part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying
any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221),
or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation
of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12
CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries
and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets.
As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings
assigned to them in said Regulation U.


 


Section 5.15.         Existing
Indebtedness; Future Liens. (a) Schedule 5.15 sets forth a complete and correct description of all outstanding
Indebtedness of the Parent Guarantor, the Company and their respective Subsidiaries as of June 30, 2012 (including a description
of the principal amount outstanding and collateral therefor, if any, and guaranty thereof, if any). Neither the Parent Guarantor,
the Company nor any of their respective Subsidiaries is in default and no waiver of default is currently in effect, in the payment
of any principal or interest on any Indebtedness of the Parent Guarantor, the Company or such Subsidiary, and no event or condition
exists with respect to any Indebtedness of the Parent Guarantor, the Company or any of their respective Subsidiaries the outstanding
principal amount of which exceeds $20,000,000 that would permit (or that with notice or the lapse of time, or both, would permit)
one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled
dates of payment.


 


(b)          Except
as provided in the agreements and documents for the Indebtedness described in Schedule 5.15, neither the Parent Guarantor,
the Company nor any of their respective Subsidiaries has agreed or consented to cause or permit in the future (upon the happening
of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to an Encumbrance which,
individually or in the aggregate, is Material.


 



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(c)          Neither
the Parent Guarantor, the Company nor any of their respective Subsidiaries is a party to, or otherwise subject to any provision
contained in, any instrument evidencing Indebtedness of the Parent Guarantor, the Company or such Subsidiary, any agreement relating
thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount
of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Parent Guarantor, the Company or any of their respective
Subsidiaries, except as referred to in Schedule 5.15.


 


Section 5.16.         Foreign
Assets Control Regulations, Etc. (a) Neither the sale of the Notes by the Company hereunder nor its use of the proceeds
thereof will violate or will cause the Purchasers to violate any of the regulations administered or enforced by OFAC (31 CFR,
Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto (including but not
limited to the International Emergency Economic Powers Act) (collectively, the “OFAC Sanctions Laws”).


 


(b)          Neither
the Parent Guarantor, the Company nor any Subsidiary (i) is a Person described or designated in the SDN List or is otherwise
a Person officially sanctioned by the United States of America pursuant to the OFAC Sanctions Laws or by any other Governmental
Authority pursuant to Applicable Laws similar in substance to the Foreign Activities Laws, (ii) knowingly (as such term is
defined in Section 101(6) of CISADA) engages in any dealings or transactions with any such Person, where such dealings or
transactions would result in any Purchaser being in violation of the Foreign Activities Laws, (iii) engages in any dealings
or transactions with any Person in violation of any Anti-Money Laundering Laws, Anti-Corruption Laws or other Applicable Laws of
similar substance or any Applicable Laws similar in substance to the Foreign Activities Laws or (iv) engages in any dealings
or transactions with any Person where such dealings or transactions would result in any Purchaser being in violation of any Anti-Money
Laundering Laws, Anti-Corruption Laws or other Applicable Laws of similar substance or any Applicable Laws similar in substance
to the Foreign Activities Laws. The Parent Guarantor, the Company and their respective Subsidiaries are in compliance, in all material
respects, with the Foreign Activities Laws, the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”),
the anti-money laundering laws in the jurisdictions where they are located and/or conducting business (the “Anti-Money
Laundering Laws”), the anti-corruption laws in the jurisdictions where they are located and/or conducting business (collectively,
the “Anti-Corruption Laws”) and other Applicable Laws of similar substance or any Applicable Laws similar in
substance to the Foreign Activities Laws, in each case, to the extent such laws apply to the Parent Guarantor, the Company or any
such Subsidiary.


 


(c)          No
part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any payments to any governmental
official or employee, political party, official of a political party, candidate for political office, or anyone else acting in
an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the FCPA.


 



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Section 5.17.         Status
under Certain Statutes. Neither the Parent Guarantor, the Company nor any of their respective Subsidiaries is subject to regulation
under the Investment Company Act of 1940, as amended.


 


Section 5.18.         Notes
Rank Pari Passu. The obligations of the Company under this Agreement and the Notes rank at least pari passu in right
of payment with all other unsecured Senior Indebtedness (actual or contingent) of the Company, including, without limitation,
all unsecured Senior Indebtedness of the Company described in Schedule 5.15 hereto.


 


Section 5.19.         Environmental
Matters. (a) Neither the Parent Guarantor, the Company nor any of their respective Subsidiaries has knowledge of any
claim or has received any notice of any claim, and no proceeding has been instituted raising any claim against the Parent Guarantor,
the Company or any of their respective Subsidiaries or any of their respective real properties now or formerly owned, leased or
operated by any of them or other assets, alleging any damage to the environment or violation of any Environmental Laws, except,
in each case, such as could not reasonably be expected to result in a Material Adverse Effect.


 


(b)          Neither
the Parent Guarantor, the Company nor any of their respective Subsidiaries has knowledge of any facts which would give rise to
any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in
any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except,
in each case, such as could not reasonably be expected to result in a Material Adverse Effect.


 


(c)          Neither
the Parent Guarantor, the Company nor any of their respective Subsidiaries has stored any Hazardous Materials on real properties
now or formerly owned, leased or operated by any of them or has disposed of any Hazardous Materials in a manner contrary to any
Environmental Laws in each case in any manner that could reasonably be expected to result in a Material Adverse Effect.


 


(d)          All
buildings on all real properties now owned, leased or operated by the Parent Guarantor, the Company or any of their respective
Subsidiaries are in compliance with applicable Environmental Laws, except where failure to comply could not reasonably be expected
to result in a Material Adverse Effect.


 


Section 5.20.         REIT
Status. The Parent Guarantor has taken all action necessary to qualify as a real estate investment trust under the Code for
the taxable years of the Parent Guarantor ended December 31, 2008, 2009, 2010 and 2011 and has not taken any action which
would prevent it from maintaining such qualification at all times during the term of this Agreement. Each Subsidiary of the Parent
Guarantor that is treated as a corporation for U.S. federal income tax purposes is either (i) a “qualified REIT subsidiary”
within the meaning of section 856(i)(2) of the Code or (ii) a “taxable REIT subsidiary” within the meaning
of section 856(l) of the Code.


 



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Section 6.          Representations
of the Purchasers.


 


Section 6.1.          Purchase
for Investment. Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more
separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to
the distribution thereof; provided that the disposition of such Purchaser’s or their property shall at all times be
within such Purchaser’s or their control. Each Purchaser understands that the Notes have not been registered under the Securities
Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration
is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the
Company is not required to register the Notes.


 


Section 6.2.          Source
of Funds. Each Purchaser severally represents that at least one of the following statements is an accurate representation as
to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Notes to
be purchased by such Purchaser hereunder:


 


(a)          the
Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s
Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined
by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “NAIC
Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with
the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit
plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the
general account do not exceed ten percent (10%) of the total reserves and liabilities of the general account (exclusive of separate
account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile;
or


 


(b)          the
Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations
under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such
separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by
the investment performance of the separate account; or


 


(c)          the
Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1, or (ii) a bank collective
investment fund, within the meaning of the PTE 91-38 and, except as have been disclosed by such Purchaser to the Company in writing
pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization
beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or


 



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(d)          the
Source constitutes assets of an “investment fund” (within the meaning of Part VI of the QPAM Exemption) managed
by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption),
no employee benefit plan’s assets that are included in such investment fund, when combined with the assets of all other employee
benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section VI(c)(1) of
the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client
assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, as of the last day of
its most recent calendar quarter, the QPAM does not own a 10% or more interest in the Company and no Person controlling or controlled
by the QPAM (applying the definition of “control” in Section VI(e) of the QPAM Exemption) owns a 20% or more interest
in the Company (or less than 20% but greater than 10%, if such person exercises control over the management or policies of the
Company by reason of its ownership interest) and (i) the identity of such QPAM and (ii) the names of all employee benefit
plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this clause (d);
or


 


(e)          the
Source constitutes assets of a “plan(s)” (within the meaning of Section IV of PTE 96-23 (the “INHAM Exemption”))
managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the INHAM Exemption),
the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person controlling
or controlled by the INHAM (applying the definition of “control” in Section IV(d) of the INHAM Exemption) owns
a 5% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose
assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or


 


(f)          the
Source is a governmental plan; or


 


(g)          the
Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans,
each of which has been identified to the Company in writing pursuant to this clause (g); or


 


(h)          the
Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.


 


As used in this Section 6.2,
the terms “employee benefit plan”, “governmental plan”, “party in interest” and “separate
account” shall have the respective meanings assigned to such terms in section 3 of ERISA.


 



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Section 7.          Information
as to the Company.


 


Section 7.1.          Financial
and Business Information. The Parent Guarantor shall deliver to each holder of Notes that is an Institutional Investor:


 


(a)          Quarterly
Statements — within 45 days (or such shorter period as is 15 days greater than the period applicable to the
filing of the Parent Guarantor’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC
regardless of whether the Parent Guarantor is subject to the filing requirements thereof) after the end of each quarterly fiscal
period in each fiscal year of the Parent Guarantor (other than the last quarterly fiscal period of each such fiscal year), duplicate
copies of:


 


(i)          a
consolidated balance sheet of the Parent Guarantor and its Subsidiaries as at the end of such quarter, and


 


(ii)         consolidated
and combined statements of operations, shareholders’ equity, partners’ capital and cash flows of the Parent Guarantor
and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending
with such quarter,


 


setting forth in each case in
comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in
accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of the
Parent Guarantor and the Company as fairly presenting, in all material respects, the financial position of the companies being
reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments; provided
that delivery within the time period specified above of copies of the Parent Guarantor’s Form 10-Q prepared in compliance
with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a);
provided, further, that the Parent Guarantor shall be deemed to have made such delivery of such Form 10-Q if it shall
have timely made such Form 10-Q available on “EDGAR” and on its home page on the worldwide web (at the date of
this Agreement located at: http://www.maac.com) and shall have given each Purchaser prior notice of such availability on
EDGAR and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic
Delivery”);


 


(b)          Annual
Statements — within 90 days (or such shorter period as is 15 days greater than the period applicable to the
filing of the Parent Guarantor’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless
of whether the Parent Guarantor is subject to the filing requirements thereof) after the end of each fiscal year of the Parent
Guarantor, duplicate copies of,


 


(i)          a
consolidated balance sheet of the Parent Guarantor and its Subsidiaries, as at the end of such year, and


 



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(ii)         consolidated
and combined statements of operations, shareholders’ equity, partners’ capital and cash flows of the Parent Guarantor
and its Subsidiaries, for such year,


 


setting forth in each case in
comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied
by an opinion thereon of independent public accountants of recognized national standing, which opinion shall state that such financial
statements present fairly, in all material respects, the financial position of the companies being reported upon and their results
of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection
with such financial statements has been made in accordance with the standards of the Public Company Accounting Oversight Board
(United States), and that such audit provides a reasonable basis for such opinion in the circumstances and that such audit is not
subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope
of such audit, provided that the delivery within the time period specified above of the Parent Guarantor’s Form 10-K
for such fiscal year (together with the Parent Guarantor’s annual report to shareholders, if any, prepared pursuant to Rule
14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, shall be deemed to
satisfy the requirements of this Section 7.1(b); provided, further, that the Parent Guarantor shall be deemed
to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof;


 


(c)          SEC
and Other Reports — promptly upon their becoming available, one copy of (i) each financial statement, report, notice
or proxy statement sent by the Parent Guarantor, the Company or any of their respective Subsidiaries to its principal lending banks
as a whole (excluding information sent to such banks in the ordinary course of administration of a bank facility, such as information
relating to pricing and borrowing availability) or to its public securities holders generally, (ii) each regular or periodic
report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all
amendments thereto filed by the Parent Guarantor, the Company or any of their respective Subsidiaries with the SEC and of all press
releases and other statements made available generally by the Parent Guarantor, the Company or any of their respective Subsidiaries
to the public concerning developments that are Material and (iii) any valuation information with respect to any real property
of the Parent Guarantor, the Company or any of their Subsidiaries that is received from, or provided to, a lender pursuant to the
terms of a secured credit facility for which such real property serves as security (other than Governmental Authorities); provided,
further, that the Parent Guarantor shall be deemed to have made such delivery if it shall have timely made Electronic Delivery
thereof;


 


(d)          Notice
of Default or Event of Default — promptly, and in any event within ten Business Days after a Responsible Officer of the
Parent Guarantor or the Company becoming aware of the existence of any Default or Event of Default or that any Person has given
any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any
action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the
nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;


 



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(e)          ERISA
Matters — promptly, and in any event within five days after a Responsible Officer becoming aware of any of the following,
a written notice setting forth the nature thereof and the action, if any, that the Parent Guarantor, the Company or an ERISA Affiliate
proposes to take with respect thereto:


 


(i)          with
respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which
notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or


 


(ii)         the
taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042
of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Parent Guarantor,
the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect
to such Multiemployer Plan; or


 


(iii)        any
event, transaction or condition that could result in the incurrence of any liability by the Parent Guarantor, the Company or any
ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee
benefit plans, or in the imposition of any Encumbrance on any of the rights, properties or assets of the Parent Guarantor, the
Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability
or Encumbrance, taken together with any other such liabilities or Encumbrances then existing, could reasonably be expected to have
a Material Adverse Effect;


 


(f)          Notices
from Governmental Authority — promptly, and in any event within 30 days of receipt thereof, copies of any notice
to the Parent Guarantor, the Company or any of their respective Subsidiaries from any Federal or state Governmental Authority relating
to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect; and


 


(g)          Requested
Information — with reasonable promptness, such other data and information relating to the business, operations, affairs,
financial condition, assets or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries (including
actual copies of the Parent Guarantor’s Form 10-Q and Form 10-K) or relating to the ability of the Company to perform
its obligations hereunder and under the Notes or relating to the ability of the Parent Guarantor to perform its obligations hereunder
and under the Parent Guaranty, in each such case as from time to time may be reasonably requested by any such holder of Notes.


 



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Section 7.2.          Officer’s
Certificate. Each set of quarterly and annual financial statements delivered to a holder of Notes pursuant to Section 7.1(a)
or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer setting forth (which, in the
case of Electronic Delivery of such financial statements, shall be by separate concurrent delivery of such certificate to each
holder of Notes):


 


(a)          Covenant
Compliance — the information (including detailed calculations) required in order to establish whether the Parent Guarantor
and the Company were in compliance with the requirements of Sections 10.1 through 10.6, inclusive, and Section 10.12
during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section,
where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under
the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and


 


(b)          Event
of Default — a statement that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused
to be made, under his or her supervision, a review of the transactions and conditions of the Parent Guarantor, the Company or their
respective Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to
the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or
event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including, without
limitation, any such event or condition resulting from the failure of the Parent Guarantor, the Company or any of their respective
Subsidiaries to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Parent
Guarantor or the Company shall have taken or proposes to take with respect thereto.


 


Section 7.3.          Visitation.
The Parent Guarantor and the Company shall permit the representatives of each holder of Notes that is an Institutional Investor:


 


(a)          No
Default — if no Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Parent
Guarantor and the Company, to visit the principal executive office of the Parent Guarantor or the Company, as the case may be,
to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries with the Parent
Guarantor’s and the Company’s officers, and with the consent of the Parent Guarantor and the Company, which consent
will not be unreasonably withheld) its independent public accountants, and (with the consent of the Parent Guarantor and the Company,
which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Company
or each of their respective Subsidiaries, all at such reasonable times and as often as may be reasonably requested in writing;
and


 



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(b)          Default
— if an Event of Default then exists, at the expense of the Parent Guarantor and the Company to visit and inspect any of
the offices or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries to examine all their respective
books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs,
finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent
Guarantor and the Company authorize said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the
Company and their respective Subsidiaries), all at such times and as often during regular business hours as may be requested.


 


Section 8.          Prepayment
of the Notes.


 


Section 8.1.          Maturity.
As provided therein, the entire unpaid principal balance of each Series of the Notes shall be due and payable on the stated maturity
date thereof.


 


Section 8.2.          Optional
Prepayments with Make-Whole Amount. The Company may, at its option, upon notice as provided below, prepay at any time all,
or from time to time any part of, the Notes, in an amount not less than 10% of the aggregate principal amount of the Notes then
outstanding, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment,
and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each
holder of Notes written notice of each optional prepayment under this Section 8.2 not less than 30 days and not
more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date (which shall be a
Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held
by such holder to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment
date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer
as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the
date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company
shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole
Amount as of the specified prepayment date.


 


Section 8.3.          Change
in Control. (a) Notice of Change in Control or Control Event.  The Parent Guarantor and the Company will, within
five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control or Control Event, give
written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect of such Change in Control
(or the Change in Control contemplated by such Control Event) shall have been given pursuant to subparagraph (b) of this Section 8.3.
If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay Notes as described in subparagraph
(c) of this Section 8.3 and shall be accompanied by the certificate described in subparagraph (g) of this Section 8.3.


 


(b)          Condition
to Company Action. Neither the Parent Guarantor nor the Company will take any action that consummates or finalizes a Change
in Control unless (i) at least 30 days prior to such action they shall have given to each holder of Notes written notice
containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.3, accompanied
by the certificate described in subparagraph (g) of this Section 8.3, and (ii) contemporaneously with such
action, the Company prepays all Notes required to be prepaid in accordance with this Section 8.3.


 



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(c)          Offer
to Prepay Notes. The offer to prepay Notes contemplated by subparagraphs (a) and (b) of this Section 8.3 shall
be an offer to prepay, in accordance with and subject to this Section 8.3, all, but not less than all, the Notes held
by each holder on a date specified in such offer (the “Proposed Prepayment Date”). If such Proposed Prepayment
Date is in connection with an offer contemplated by subparagraph (a) of this Section 8.3, such date shall be not
less than 30 days and not more than 90 days after the date of such offer (if the Proposed Prepayment Date shall not be
specified in such offer, the Proposed Prepayment Date shall be the first Business Day after the 45th day after the date of
such offer).


 


(d)          Acceptance/Rejection.
A holder of Notes may accept the offer to prepay made pursuant to this Section 8.3 by causing a notice of such acceptance
to be delivered to the Company not later than 15 days after receipt by such holder of the most recent offer of prepayment.
A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 8.3 shall be deemed to
constitute a rejection of such offer by such holder.


 


(e)          Prepayment.
Prepayment of the Notes to be prepaid pursuant to this Section 8.3 shall be at 100% of the principal amount of such
Notes, together with interest on such Notes accrued to the date of prepayment, but without Make-Whole Amount or other premium.
The prepayment shall be made on the Proposed Prepayment Date except as provided in subparagraph (f) of this Section 8.3.


 


(f)          Deferral
Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (c)
and accepted in accordance with subparagraph (d) of this Section 8.3 is subject to the occurrence of the Change
in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control has not
occurred on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until, and shall be made on, the
date on which such Change in Control occurs. The Parent Guarantor and the Company shall keep each holder of Notes reasonably and
timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and
the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control
have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.3 in respect
of such Change in Control shall be deemed rescinded).


 


(g)          Officer’s
Certificate.  Each offer to prepay the Notes pursuant to this Section 8.3 shall be accompanied by a certificate, executed
by a Senior Financial Officer and dated the date of such offer, specifying: (i) the Proposed Prepayment Date; (ii) that
such offer is made pursuant to this Section 8.3; (iii) the principal amount of each Note offered to be prepaid;
(iv) the interest that would be due on each Note offered to be prepaid, accrued to the Proposed Prepayment Date; (v) that
the conditions of this Section 8.3 have been fulfilled; and (vi) in reasonable detail, the nature and date
or proposed date of the Change in Control.


 



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(h)          Certain
Definitions.  Any one of the following shall constitute a “Change in Control”:


 


(i) any
“person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange
Act, whether or not applicable), other than the Parent Guarantor or the Company or any employee benefit plan of the Parent Guarantor
or the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of more than 50% of the total voting power in the aggregate of all classes of shares of the capital stock of the
Parent Guarantor then outstanding entitled to vote generally in elections of directors; or


 


(ii)         during
any period of 12 consecutive months after the date of original issuance of the Notes, persons who at the beginning of such 12-month
period constituted the Board of Directors of the Parent Guarantor, together with any new persons whose election was approved by
a vote of a majority of the persons then still comprising the Board of Directors of the Parent Guarantor who were either members
of the Board of Directors of the Parent Guarantor at the beginning of such period or whose election, designation or nomination
for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors of the Parent
Guarantor.


 


“Control Event”
means:


 


(i)          the
execution by the Parent Guarantor, the Company or any of their respective Subsidiaries or Affiliates of any agreement or letter
of intent with respect to any proposed transaction or event or series of transactions or events which, individually or in the aggregate,
could reasonably be expected to result in a Change in Control,


 


(ii)         the
execution of any written agreement which, when fully performed by the parties thereto, would result in a Change in Control, or


 


(iii)        the
making of any written offer by any person (as such term is used in Section 13(d) and Section 14(d)(2) of the Exchange
Act as in effect on the date of the First Closing) or persons constituting a group (as such term is used in Rule 13d-5 under
the Exchange Act as in effect on the date of the First Closing) to the holders of the Equity Interests of the Parent Guarantor,
which offer, if accepted by the requisite number of holders, would result in a Change in Control.


 


Section 8.4.          Allocation
of Partial Prepayments. In the case of each partial prepayment of the Notes pursuant to Section 8.2, the principal
amount of the Notes to be prepaid shall be allocated pro rata among all holders of the Notes (without regard to Series) at the
time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called
for prepayment. All partial prepayments made pursuant to Section 8.3 shall be applied only to the Notes of the holders
who have elected to participate in such prepayment.


 



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Section 8.5.          Maturity;
Surrender, Etc. In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each
Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment (which shall be a Business Day),
together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and after
such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and
Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in
full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid
principal amount of any Note.


 


Section 8.6.          Purchase
of Notes. Neither the Parent Guarantor nor the Company will nor will they permit any Affiliate to purchase, redeem, prepay
or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the
Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to an offer to purchase made by the Parent
Guarantor, the Company or an Affiliate to the holders of all Notes at the time outstanding upon the same terms and conditions (except
to the extent necessary to reflect differences in interest rates and maturities of Notes of different Series); provided
any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to
such offer, and shall remain open for at least 10 Business Days; provided further, if the holders of more than 33 1/3% of
the principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of
such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days
necessary to give each such remaining holder at least 3 Business Days from its receipt of such notice to accept such offer; provided
further, at the time of such purchase or offer to purchase and immediately after giving effect thereto, (A) no Default
or Event of Default would exist and (B) the Company would be permitted by the provisions of Sections 10.1 and 10.2 to
incur at least $1.00 of additional Indebtedness or (c) otherwise in any purchase from any holder of Notes on any terms and
conditions; provided that the Parent Guarantor, the Company or an Affiliate, as the case may be, shall be obligated to make
not later than 5 Business Days after consummation of such purchase an offer to purchase, upon the same terms and conditions
of such purchase, the Notes held by each other holder of Notes then outstanding; provided, further any such offer shall
provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall
remain open for at least 10 Business Days; provided further, if the holders of more than 33 1/3% of the principal amount
of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of such fact and the expiration
date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining
holder at least 3 Business Days from its receipt of such notice to accept such offer; provided further, at the time of such
purchase or offer to purchase and immediately after giving effect thereto, (A) no Default or Event of Default would exist
and (B) the Company would be permitted by the provisions of Sections 10.1 and 10.2 to incur at least $1.00 of additional
Indebtedness. The Company will promptly cancel all Notes acquired by it, the Parent Guarantor or any Affiliate pursuant to any
payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution
or exchange for any such Notes.


  



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Section 8.7.          Make-Whole
Amount. The term “Make-Whole Amount” means, with respect to any Note, an amount equal to the excess, if
any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount
of such Called Principal; provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining
the Make-Whole Amount, the following terms have the following meanings:


 


“Called
Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.2
or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.


 


“Discounted
Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled
Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to
such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis
as that on which interest on such Note is payable) equal to the Reinvestment Yield with respect to such Called Principal.


 


“Reinvestment
Yield” means, with respect to the Called Principal of any Note, 0.50% (50 basis points) over the yield to maturity implied
by (i) the yields reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date
with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace
Page PX1 on Bloomberg Financial Markets for the most recently issued actively traded on the run U.S. Treasury securities having
a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields
are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation)
as described in clause (i) above, the Treasury Constant Maturity Series Yields reported, for the latest day for which such
yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal,
in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for U.S. Treasury securities having a constant
maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date or (iii) if yields are not reported
as of such time or yields reported as of such time are not ascertainable (including by way of interpolation) as described in clause (i)
or (ii) above, yields from such reasonably comparable index as shall be mutually agreed by the Parent Guarantor and the Required
Holders. In the case of each determination under clause (i) or clause (ii), as the case may be, of the first sentence
of this paragraph, such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to
bond-equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the
applicable U.S. Treasury security with the maturity closest to and greater than such Remaining Average Life and (2) the applicable
U.S. Treasury security with the maturity closest to and less than such Remaining Average Life. The Reinvestment Yield shall be
rounded to the number of decimal places as appears in the interest rate of the applicable Note.


 



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“Remaining
Average Life” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth
year) obtained by dividing (a) such Called Principal into (b) the sum of the products obtained by multiplying (i) the
principal component of each Remaining Scheduled Payment with respect to such Called Principal by (ii) the number of years
(calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal
and the scheduled due date of such Remaining Scheduled Payment.


 


“Remaining
Scheduled Payments” means, with respect to the Called Principal of any Note, all payments of such Called Principal and
interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called
Principal were made prior to its scheduled due date; provided that if such Settlement Date is not a date on which interest
payments are due to be made under the terms of such Note, then the amount of the next succeeding scheduled interest payment will
be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to
Section 8.2 or 12.1.


 


“Settlement
Date” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid
pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1,
as the context requires.


 


		Section 9.	Affirmative Covenants.



 


The Obligors, jointly
and severally, covenant that so long as any of the Notes are outstanding:


 


Section 9.1.          Compliance
with Law. The Obligors will, and will cause each of their respective Subsidiaries to, comply with all laws, ordinances or governmental
rules or regulations to which each of them is subject, including, without limitation, ERISA, the USA Patriot Act and Environmental
Laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations
necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the
extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain
or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


Section 9.2.          Insurance.
The Obligors will, and will cause each of their respective Subsidiaries to, maintain, with financially sound and reputable insurers,
insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types,
on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained
with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business
and similarly situated.


  



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Section 9.3.          Maintenance
of Properties. The Obligors will, and will cause each of their respective Subsidiaries to, maintain and keep, or cause to be
maintained and kept, their respective properties in good repair, working order and condition (other than due to ordinary wear and
tear or to casualty or condemnation), so that the business carried on in connection therewith may be properly conducted at all
times; provided that this Section 9.3 shall not prevent either Obligor or any of their respective Subsidiaries
from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct
of its business and the Obligors have concluded that such discontinuance could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 


Section 9.4.          Payment
of Taxes and Claims. The Obligors will, and will cause each of their respective Subsidiaries to, file all tax returns required
to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes,
assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent
the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable
that have or might become an Encumbrance on properties or assets of either of the Obligors or any of their respective Subsidiaries;
provided that neither Obligor nor any of their respective Subsidiaries need pay any such tax or assessment, charge, levy
or claim if (a) the amount, applicability or validity thereof is contested by such Obligor or such Subsidiary on a timely
basis in good faith and in appropriate proceedings, and such Obligor or such Subsidiary has established adequate reserves therefor
in accordance with GAAP on the books of such Obligor or such Subsidiary or (b) the nonpayment of all such taxes, assessments,
charges, levies and claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.


 


Section 9.5.          Legal
Existence, Etc. Subject to Section 10.8, the Obligors will at all times preserve and keep in full force and effect
their respective legal existence. The Obligors will at all times preserve and keep in full force and effect the legal existence
of each of their respective Subsidiaries (unless merged into an Obligor or a Wholly-owned Subsidiary) and all rights and franchises
of the Obligors and their respective Subsidiaries unless, in the good faith judgment of the Obligors, the termination of or failure
to preserve and keep in full force and effect such legal existence, right or franchise could not, individually or in the aggregate,
have a Material Adverse Effect.


 


Without limiting the
foregoing:


 


(a)          the
Company will at all times take such action as may be necessary to maintain its status as a “partnership” and not as
an association taxable as a corporation, in any such case for Federal income tax purposes and will not cause or permit any modification,
waiver, supplement or amendment of the Limited Partnership Agreement to be entered into if giving effect thereto would result in
a Default or Event of Default; and


 


(b)          the
Parent Guarantor will at all times maintain its qualification as a real estate investment trust under the Code and the applicability
to the Parent Guarantor and its stockholders of the method of taxation provided for in Sections 856 and 857(b) of the Code
and any successor provision thereto and will continue to operate as a self-directed and self-administered real estate investment
trust and will not engage in any business other than the business of acting as a real estate investment trust and serving as the
general partner of the Company.


  



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Section 9.6.          Notes
to Rank Pari Passu.  (a) The Notes and all other obligations under this Agreement of the Company are and at all times
shall rank at least pari passu in right of payment with all other present and future unsecured Senior Indebtedness (actual
or contingent) of the Company which is not expressed to be subordinate or junior in rank to any other unsecured Senior Indebtedness
of the Company.


 


(b)          Without
limiting clause (a) above, if at any time and from time to time, any Principal Debt Facility while the same remains in existence
becomes secured by an Encumbrance on any assets of the Company or any of its Subsidiaries (“Previously Unsecured Debt”),
then the Company will, and will cause each of its Subsidiaries that has provided any such Encumbrance to, concurrently grant to
and for the benefit of the holders of the Notes a similar Encumbrance ranking pari passu with the Encumbrance provided to
or for the benefit of the Previously Unsecured Debt, over the same assets of the Company or such Subsidiary as are encumbered under
such Encumbrance securing such Previously Unsecured Debt, under documents in form and substance reasonably satisfactory to the
Required Holders with such Encumbrance to be the subject of an intercreditor agreement among the lenders under the Previously Unsecured
Debt and the holders of Notes, which shall be reasonably satisfactory in form and substance to the Required Holders.


 


(c)          The
holders of the Notes acknowledge and agree that any Encumbrance securing the Notes pursuant to the foregoing clause (b) shall be
automatically discharged and released pursuant to the written request, and at the expense, of the Company, provided that
(i) any Encumbrance securing the associated Previously Unsecured Debt referenced in the foregoing clause (b) have been released
and discharged, and the Company so certifies to the holders of the Notes in a certificate which accompanies such request for release
and discharge and (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible
Officer to the holders of the Notes to the effect that no Default or Event of Default exists.


 


Section 9.7.          Books
and Records. The Obligors will, and will cause each of their respective Subsidiaries to, maintain proper books of record and
account in conformity with GAAP and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction
over such Obligor, or such Subsidiary, as the case may be.


 


Section 9.8.          Ownership.
The Parent Guarantor shall own, directly or indirectly, at least 51% of the outstanding partnership interests of the Company
and shall remain the sole general partner of the Company.


 


Section 9.9.          Consummation
of Second Closing and Third Closing. The Obligors shall have consummated (i) the Second Closing on or prior to September 28,
2012, in an aggregate principal amount of at least $59,000,000 and (ii) the Third Closing on or prior to November 30,
2012 in an aggregate principal amount of at least $54,000,000.


 



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		Section 10.	Negative Covenants.



 


The Obligors, jointly
and severally, covenant that so long as any of the Notes are outstanding:


 


Section 10.1.          Maximum
Aggregate Debt Limit. The Obligors will not, and will not cause or permit any of their Subsidiaries to, incur any Indebtedness
(including, without limitation, Acquired Indebtedness) if, immediately after giving effect to the incurrence of such Indebtedness
and the application of the proceeds therefrom on a pro forma basis, the aggregate principal amount of all outstanding Indebtedness
of the Obligors and their Subsidiaries (determined on a consolidated basis in accordance with GAAP) is greater than 60% of the
sum of (without duplication) (i) the Total Assets of the Obligors and their Subsidiaries as of the last day of the then most
recently ended fiscal quarter and (ii) the aggregate purchase price of any real estate assets or mortgages receivable acquired,
and the aggregate amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real
estate assets or mortgages receivable or used to reduce Indebtedness), by the Obligors or any of their Subsidiaries since the end
of such fiscal quarter, including the proceeds obtained from the incurrence of such additional Indebtedness, determined on a consolidated
basis in accordance with GAAP.


 


Section 10.2.          Maximum
Aggregate Secured Debt Limit. The Obligors will not, and will not cause or permit any of their Subsidiaries to, incur any Indebtedness
(including, without limitation, Acquired Indebtedness) secured by any Encumbrance on any property or assets of the Obligors or
any of their Subsidiaries, whether owned on the date of this Agreement or thereafter acquired, if, immediately after giving effect
to the incurrence of such Indebtedness and the application of the proceeds therefrom on a pro forma basis, the aggregate principal
amount (determined on a consolidated basis in accordance with GAAP) of all outstanding Indebtedness of the Obligors and their Subsidiaries
which is secured by any Encumbrance on any property or assets of the Obligors or any of their Subsidiaries is greater than (a) at
all times before December 31, 2014, 55%, (b) at all times on or after December 31, 2014, 50% and (c) at all
times on or after December 31, 2015, 40%, of: the sum of (without duplication) (i) the Total Assets of the Obligors and
their Subsidiaries as of the last day of the then most recently ended fiscal quarter and (ii) the aggregate purchase price
of any real estate assets or mortgages receivable acquired, and the aggregate amount of any securities offering proceeds received
(to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness),
by the Obligors or any of their Subsidiaries since the end of such fiscal quarter, including the proceeds obtained from the incurrence
of such additional Indebtedness, determined on a consolidated basis in accordance with GAAP.


 


Section 10.3.          Minimum
Interest Coverage. The Obligors will not at any time permit the ratio of Consolidated Income Available for Debt Service to
the Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters then most recently ended to be
less than 1.5:1.


 


Section 10.4.          Minimum
Unsecured Debt Ratio. The Obligors will, and will cause its Subsidiaries to, have at all times Total Unencumbered Assets of
not less than 150% of the aggregate principal amount of all outstanding Unsecured Indebtedness of the Obligors and their Subsidiaries,
determined on a consolidated basis in accordance with generally accepted accounting principles.


 



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Section 10.5.          Minimum
Unsecured Debt Yield. The Obligors will not at the end of each calendar quarter permit the Net Operating Income generated by
the Total Unencumbered Assets for such calendar quarter period ending on such date multiplied by 4 to be less than 11.5% of
Unsecured Indebtedness.


 


Section 10.6.          Minimum
Net Worth. The Obligors will at the end of each calendar quarter keep and maintain Consolidated Net Worth at an amount not
less than $1,057,000,000.


 


Section 10.7.          Maximum
Quarterly Dividends. The Parent Guarantor shall not declare or pay any distributions or dividends except from cash flow available
for distributions or dividends and earned during the immediately preceding fiscal year, and in any event not in excess of 95%
of Funds From Operations on a rolling four calendar quarter basis. The total of common and preferred stock dividends in any calendar
quarter may exceed Funds From Operations for the quarter only to the extent necessary for the Parent Guarantor to retain its status
as a real estate investment trust under the provisions of Code Sections 856 and 857. Notwithstanding the foregoing, during
the continuance of any Event of Default, aggregate distributions shall not exceed the minimum amount that the Parent Guarantor
must distribute to its shareholders in order to qualify as a real estate investment trust under the provisions of Code Sections 856
and 857.


 


Section 10.8.          Mergers,
Consolidations, Etc. The Obligors will not consolidate with or be a party to a merger with any other Person, or sell, lease
or otherwise dispose of all or substantially all of its assets; provided that:


 


(a)          (i) the
Company may consolidate or merge with or into any other Person if the Person which results from such consolidation or merger (the
“Surviving Person”) is organized under the laws of any state of the United States or the District of Columbia,
and, if the Company is not the Surviving Person (1) the due and punctual payment of the principal of and premium, if any,
and interest on all of the Notes, according to their tenor, and the due and punctual performance and observation of all of the
covenants in the Notes and this Agreement to be performed or observed by the Company are expressly assumed in writing by the Surviving
Person and the Surviving Person shall furnish to the holders of the Notes an opinion of counsel satisfactory to the Required Holders
to the effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes the legal, valid
and binding contract and agreement of the Surviving Person enforceable in accordance with its terms, except as enforcement of such
terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’
rights generally and by general equitable principles and (2) the Parent Guarantor shall have affirmed in writing its obligations
under the Parent Guaranty, and


 



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(ii)         at
the time of such consolidation or merger and immediately after giving effect thereto, (A) no Default or Event of Default would
exist and (B) the Surviving Person would be permitted by the provisions of Sections 10.1 and 10.2 to incur
at least $1.00 of additional Indebtedness;


 


(b)          the
Company may sell or otherwise dispose of all or substantially all of its assets to any Person for consideration which represents
the fair market value of such assets (as determined in good faith by the Board of Directors of Parent Guarantor at the time of
such sale or other disposition if (i) the acquiring Person (the “Acquiring Person”) is a Person organized
under the laws of any state of the United States or the District of Columbia, (ii) the due and punctual payment of the principal
of and premium, if any, and interest on all the Notes, according to their tenor, and the due and punctual performance and observance
of all of the covenants in the Notes and in this Agreement to be performed or observed by the Company are expressly assumed in
writing by the Acquiring Person and the Acquiring Person shall furnish to the holders of the Notes an opinion of counsel satisfactory
to the Required Holders to the effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes
the legal, valid and binding contract and agreement of such Acquiring Person enforceable in accordance with its terms, except as
enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement
of creditors’ rights generally and by general equitable principles, (iii) the Parent Guarantor shall have affirmed in
writing its obligations under the Parent Guaranty and (iv) at the time of such sale or disposition and immediately after giving
effect thereto, (A) no Default or Event of Default would exist and (B) the Acquiring Person would be permitted by the
provisions of Sections 10.1 and 10.2 to incur at least $1.00 of additional Indebtedness;


 


(c)          (i) the
Parent Guarantor may consolidate or merge with or into any other Person if  the Surviving Person is organized under the laws
of any state of the United States or the District of Columbia and, if the Parent Guarantor is not the Surviving Person, the due
and punctual performance and observation of all of the covenants in this Agreement and the Parent Guaranty to be performed or observed
by the Parent Guarantor are expressly assumed in writing by the Surviving Person and the Surviving Person shall furnish to the
holders of the Notes an opinion of counsel satisfactory to the Required Holders to the effect that the instrument of assumption
has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of the Surviving
Person enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable
principles, and


 


(ii)         at
the time of such consolidation or merger and immediately after giving effect thereto, (A) no Default or Event of Default would
exist and (B) the Surviving Person would be permitted by the provisions of Sections 10.1 and 10.2 to incur
at least $1.00 of additional Indebtedness; and


 



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(d)          the
Parent Guarantor may sell or otherwise dispose of all or substantially all of its assets to any Person for consideration which
represents the fair market value of such assets (as determined in good faith by the Board of Directors of the Parent Guarantor)
at the time of such sale or other disposition if (i) the Acquiring Person is a Person organized under the laws of any state
of the United States or the District of Columbia, (ii) the due and punctual performance and observance of all of the covenants
in this Agreement and the Parent Guaranty to be performed or observed by the Parent Guarantor are expressly assumed in writing
by the Acquiring Person and the Acquiring Person shall furnish to the holders of the Notes an opinion of counsel satisfactory to
the Required Holders to the effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes
the legal, valid and binding contract and agreement of such Acquiring Person enforceable in accordance with its terms, except as
enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement
of creditors’ rights generally and by general equitable principles, and (iii) at the time of such sale or disposition
and immediately after giving effect thereto, (A) no Default or Event of Default would exist and (B) the Acquiring Person
would be permitted by the provisions of Sections 10.1 and 10.2 to incur at least $1.00 of additional Indebtedness.


 


Section 10.9.          Transactions
with Affiliates. The Obligors will not and will not permit any of their respective Subsidiaries to enter into directly or indirectly
any transaction or group of related transactions (including without limitation the purchase, lease, sale or exchange of properties
of any kind or the rendering of any service) with any Affiliate (other than such Obligor or another Subsidiary), except in the
ordinary course and pursuant to the reasonable requirements of such Obligor’s or such Subsidiary’s business and upon
fair and reasonable terms no less favorable to such Obligor or such Subsidiary than would be obtainable in a comparable arm’s-length
transaction with a Person not an Affiliate.


 


Section 10.10.         Line
of Business. Neither Obligor will nor will any Obligor permit any of its respective Subsidiaries to engage in any business
if, as a result, the general nature of the business in which such Obligor and its Subsidiaries, taken as a whole, would then be
engaged would be substantially changed from the general nature of the business in which such Obligor and its Subsidiaries, taken
as a whole, are engaged on the date of this Agreement as described in the Memorandum.


 


Section 10.11.         Terrorism
Sanctions Regulations. The Obligors will not and will not permit any Subsidiary to (a) become a Person described or designated
in the SDN List or otherwise a Person officially sanctioned by the United States of America pursuant to the OFAC Sanctions Laws
or by any other Governmental Authority pursuant to any Applicable Laws similar in substance to the Foreign Activities Laws, (b) knowingly
(as such term is defined in Section 101(6) of CISADA) engage in any dealings or transactions with any such Person where such
dealings or transactions would result in any holder of a Note being in violation of the Foreign Activities Laws, (c) engage
in any dealings or transactions with any Person in violation in any material respect of any Applicable Laws similar in substance
to the Foreign Activities Laws or (d) engage in any dealings or transactions with any Person where such dealings or transactions
would result in any holder of a Note being in violation of any Applicable Laws similar in substance to the Foreign Activities Laws.


 



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Section 10.12.         Total
Assets; Total Unencumbered Assets. The portion of Total Assets owned directly by the Obligors without giving effect to any
Total Assets owned by any Subsidiaries (other than the Company) shall not, at any time, be less than 50% of Total Assets and the
portion of Total Unencumbered Assets owned directly by the Obligors without giving effect to any Total Unencumbered Assets owned
by any Subsidiaries (other than the Company) will not, at any time, be less than 75% of Total Unencumbered Assets.


 


		Section 11.	Events of Default.



 


An “Event
of Default” shall exist if any of the following conditions or events shall occur and be continuing:


 


(a)          the
Company defaults in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable,
whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or


 


(b)          the
Company defaults in the payment of any interest on any Note for more than five Business Days after the same becomes due and payable;
or


 


(c)          the
Obligors default in the performance of or compliance with any term contained in Section 7.1(d) or Sections 10.1
through 10.6 and 10.12; or


 


(d)          either
Obligor defaults in the performance of or compliance with any term contained herein (other than those referred to in Sections 11(a),
(b) and (c)) or the Parent Guarantor defaults in the performance of or compliance with any term contained
in the Parent Guaranty and any such default is not remedied within 30 days after the earlier of (i) a Responsible Officer
of the Parent Guarantor or the Company obtaining actual knowledge of such default and (ii) the Obligors receiving written
notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default”
and to refer specifically to this Section 11(d)); or


 


(e)          any
representation or warranty made in writing by or on behalf of the Parent Guarantor or the Company or by any officer of the Parent
Guarantor or the Company in this Agreement or the Parent Guaranty, as the case may be, or in any writing furnished in connection
with the transactions contemplated hereby or thereby proves to have been false or incorrect in any material respect on the date
as of which made; or


 



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(f)          (i) the
Parent Guarantor, the Company or any Subsidiary is in default (as principal or as guarantor or other surety) in the payment of
any principal of or premium or make-whole amount or interest on any Indebtedness that is outstanding in an aggregate principal
amount of at least $20,000,000 beyond any period of grace provided with respect thereto, or (ii) the Parent Guarantor, the
Company or any Subsidiary is in default in the performance of or compliance with any term of any evidence of any Indebtedness in
an aggregate outstanding principal amount of at least $20,000,000 or of any mortgage, indenture or other agreement relating thereto
or any other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared
(or one or more Persons are entitled to declare such Indebtedness to be), due and payable before its stated maturity or before
its regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event or condition
(other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity interests),
(x) the Parent Guarantor, the Company or any Subsidiary has become obligated to purchase or repay Indebtedness before its
regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least $20,000,000,
or (y) one or more Persons have the right to require the Company or any Subsidiary so to purchase or repay such Indebtedness;
or


 


(g)          the
Parent Guarantor or the Company (i) is generally not paying, or admits in writing its inability to pay, its debts as they
become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization
or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization,
moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents
to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to
any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action
for the purpose of any of the foregoing; or


 


(h)          a
court or Governmental Authority of competent jurisdiction enters an order appointing, without consent by the Parent Guarantor or
the Company, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial
part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition
in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the
dissolution, winding-up or liquidation of the Parent Guarantor or the Company, or any such petition shall be filed against the
Parent Guarantor or the Company and such order shall not have been reversed or vacated or such petition shall not be dismissed
within 60 days; or


 


(i)          a
final judgment or judgments for the payment of money aggregating in excess of $20,000,000 are rendered against one or more of the
Parent Guarantor, the Company or any of their respective Subsidiaries, and which judgments are not, within 60 days after entry
thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay;
or


 



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(j)          if
(i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or
a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii)
a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall
have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall
have notified the Parent Guarantor, the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings,
(iii) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA)
under all Plans, determined in accordance with Title IV of ERISA, shall exceed $20,000,000, (iv) the Parent Guarantor,
the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I
or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (v) the Parent Guarantor,
the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Parent Guarantor, the Company or any
Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that
would increase the liability of the Parent Guarantor, the Company or any Subsidiary thereunder; and any such event or events described
in clauses (i) through (vi) above, either individually or together with any other such event or events, could reasonably be expected
to have a Material Adverse Effect; or


 


(k)          the
Parent Guaranty shall cease to be in full force and effect for any reason whatsoever, including, without limitation, a determination
by any Governmental Authority that the Parent Guaranty is invalid, void or unenforceable or the Parent Guarantor shall contest
or deny in writing the validity or enforceability of any of its obligations under the Parent Guaranty.


 


As used in Section 11(j), the
terms “employee benefit plan” and “employee welfare benefit plan” shall have the respective meanings assigned
to such terms in section 3 of ERISA.


 


		Section 12.	Remedies on Default,
Etc.



 


Section 12.1.          Acceleration.
(a) If an Event of Default with respect to the Parent Guarantor or the Company described in Section 11(g) or (h)
(other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g)
by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then
outstanding shall automatically become immediately due and payable.


 


(b)          If
any other Event of Default has occurred and is continuing, any holder or holders of more than 51% in principal amount of the Notes
at the time outstanding may at any time at its or their option, by notice or notices to the Parent Guarantor and the Company, declare
all the Notes then outstanding to be immediately due and payable.


 


(c)          If
any Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder
or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice
or notices to the Parent Guarantor and the Company, declare all the Notes held by it or them to be immediately due and payable.


 



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Upon any Notes becoming
due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature
and the entire unpaid principal amount of such Notes, plus (i) all accrued and unpaid interest thereon (including, but not
limited to, interest accrued thereon at the applicable Default Rate) and (ii) the Make-Whole Amount determined in respect
of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and
every case without presentment, demand, protest or further notice, all of which are hereby waived. The Parent Guarantor and the
Company acknowledge, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes
free from repayment by the Company (except as herein specifically provided for), and that the provision for payment of a Make-Whole
Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended
to provide compensation for the deprivation of such right under such circumstances.


 


Section 12.2.          Other
Remedies. If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become
or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding
may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding,
whether for the specific performance of any agreement contained herein or in any Note, or for an injunction against a violation
of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.


 


Section 12.3.          Rescission.
At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the holders
of not less than 51% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul
any such declaration and its consequences if (a) the Parent Guarantor and the Company have paid all overdue interest on the
Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason
of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by
applicable law) any overdue interest in respect of the Notes, at the applicable Default Rate, (b) neither the Parent Guarantor,
the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all
Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have
been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the
payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will
extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.


 


Section 12.4.          No
Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no delay on the part of any holder of any Note in
exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers
or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of
any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise.
Without limiting the obligations of the Parent Guarantor and the Company under Section 15, the Parent Guarantor and
the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses
of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable
attorneys’ fees, expenses and disbursements.


 



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		Section 13.	Registration;
Exchange; Substitution of Notes.



 


Section 13.1.          Registration
of Notes. The Company shall keep at its principal executive office a register for the registration and registration of transfers
of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee
of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in
whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and
the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that
is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered
holders of Notes.


 


Section 13.2.          Transfer
and Exchange of Notes. Upon surrender of any Note to the Company at the address and to the attention of the designated officer
(all as specified in Section 18(iv)) for registration of transfer or exchange (and in the case of a surrender for registration
of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s
attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee
of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the Company’s
expense (except as provided below), one or more new Notes of the same Series (as requested by the holder thereof) in exchange therefor,
in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable
to such Person as such holder may request and shall be substantially in the form of Exhibit 1-A, 1-B, 1-C
or 1-D, as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have
been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company
may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of
Notes of a Series. Notes shall not be transferred in denominations of less than $100,000; provided that if necessary to
enable the registration of transfer by a holder of its entire holding of Notes of a Series, one Note of such Series may be in a
denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee),
shall be deemed to have made the representation set forth in Section 6.2.


 


Section 13.3.          Replacement
of Notes. Upon receipt by the Company at the address and to the attention of the designated officers (all as specified in
Section 18(iv)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation
of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such
ownership and such loss, theft, destruction or mutilation), and


 


(a)          in
the case of loss, theft or destruction, of indemnity reasonably satisfactory to the Company (provided that if the holder
of such Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $50,000,000
or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory),
or


  



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(b)          in
the case of mutilation, upon surrender and cancellation thereof,


 


within ten Business Days thereafter, the
Company at its own expense shall execute and deliver, in lieu thereof, a new Note of the same Series, dated and bearing interest
from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such
lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.


 


		Section 14.	Payments on Notes.



 


Section 14.1.          Place
of Payment. Subject to Section 14.2, payments of principal, Make-Whole Amount, if any, and interest becoming due
and payable on the Notes shall be made in New York, New York at the principal office of JPMorgan Chase Bank, N.A. in
such jurisdiction. The Company may at any time, by notice to each holder of a Note, change the place of payment of the Notes so
long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office
of a bank or trust company in such jurisdiction.


 


Section 14.2.          Home
Office Payment. So long as any Purchaser or its nominee shall be the holder of any Note, and notwithstanding anything contained
in Section 14.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal,
Make-Whole Amount, if any, and interest by the method and at the address specified for such purpose below such Purchaser’s
name in Schedule A hereto or by such other method or at such other address as such Purchaser shall have from time to
time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of
any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment
or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such
request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant
to Section 14.1. Prior to any sale or other disposition of any Note held by a Purchaser or its nominee, such Purchaser
will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been
paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 13.2. The
Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect
transferee of any Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Note
as the Purchasers have made in this Section 14.2.


 



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		Section 15.	Expenses, Etc.



 


Section 15.1.          Transaction
Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent Guarantor and the Company, jointly
and severally, agree to pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel
and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other holder of
a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this
Agreement, the Notes or the Parent Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without
limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend)
any rights under this Agreement, the Notes or the Parent Guaranty or in responding to any subpoena or other legal process or informal
investigative demand issued in connection with this Agreement, the Notes or the Parent Guaranty, or by reason of being a holder
of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency
or bankruptcy of the Company, the Parent Guarantor or any Subsidiary or in connection with any work-out or restructuring of the
transactions contemplated hereby and by the Notes and the Parent Guaranty and (c) the costs and expenses incurred in connection
with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, that
such costs and expenses under this clause (c) shall not exceed $3,000 for each Series of Notes. The Parent Guarantor and the
Company, jointly and severally, agree to pay, and will save each Purchaser and each other holder of a Note harmless from, all claims
in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or
other holder in connection with its purchase of the Notes).


 


Section 15.2.          Survival.
The obligations of the Parent Guarantor and the Company under this Section 15 will survive the payment or transfer
of any Note, the enforcement, amendment or waiver of any provision of this Agreement, the Notes and the Parent Guaranty, and the
termination of this Agreement.


 


		Section 16.	Survival of Representations
and Warranties; Entire Agreement.



 


All representations
and warranties contained herein or in the Parent Guaranty shall survive the execution and delivery of this Agreement, the Notes
and the Parent Guaranty, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment
of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or
on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered
by or on behalf of the Parent Guarantor or the Company pursuant to this Agreement shall be deemed representations and warranties
of the Parent Guarantor or the Company under this Agreement, as the case may be. Subject to the preceding sentence, this Agreement,
the Notes and the Parent Guaranty embody the entire agreement and understanding between each Purchaser, the Parent Guarantor and
the Company and supersede all prior agreements and understandings relating to the subject matter hereof.


 



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		Section 17.	Amendment and
Waiver.



 


Section 17.1.          Requirements.
This Agreement, the Notes and the Parent Guaranty may be amended, and the observance of any term hereof or of the Notes may be
waived (either retroactively or prospectively), with (and only with) the written consent of the Parent Guarantor, the Company and
the Required Holders, except that (a) no amendment or waiver of any of the provisions of Sections 1, 2, 3, 4, 5, 6
or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by
such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note
at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration
or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of
payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (ii) change the percentage of the
principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, (iii) amend any
of Sections 8, 11(a), 11(b), 12, 17 or 20, or (iv) reduce or alter the scope of the Parent Guaranty or
release the Parent Guarantor from liability under the Parent Guaranty. As used herein and in the Notes, the term “this Agreement”
and references thereto shall mean this Agreement, as it may from time to time be amended or supplemented.


 


Section 17.2.          Solicitation
of Holders of Notes.


 


(a)          Solicitation.
The Parent Guarantor and the Company will provide each holder of the Notes (irrespective of the amount of Notes then owned by it)
with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed
and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof, of
the Parent Guaranty or of the Notes. The Parent Guarantor and the Company will deliver executed or true and correct copies of each
amendment, waiver or consent effected pursuant to the provisions of this Section 17 to each holder of outstanding Notes
promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders
of Notes.


 


(b)          Payment.
Neither the Parent Guarantor nor the Company will directly or indirectly pay or cause to be paid any remuneration, whether by way
of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder
of Notes as consideration for or as an inducement to the entering into by any holder of Notes of any waiver or amendment of any
of the terms and provisions hereof, of the Parent Guaranty or of the Notes unless such remuneration is concurrently paid, or security
is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder of Notes then
outstanding even if such holder did not consent to such waiver or amendment.


 


(c)          Consent
in Contemplation of Transfer. Any consent made pursuant to this Section 17 by the holder of any Note that has transferred
or has agreed to transfer such Note to the Company, any Subsidiary or any Affiliate of the Company and has provided or has agreed
to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such
holder with respect to such Note, and any amendments effected or waivers granted or to be effected or granted that would not have
been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired
under the same or similar conditions) shall be void and of no force or effect except solely as to such transferring holder with
respect to such Note.


 


Section 17.3.          Binding
Effect, Etc. Any amendment or waiver consented to as provided in this Section 17 applies equally to all holders
of Notes and is binding upon them and upon each future holder of any Note and upon the Parent Guarantor and the Company without
regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or
affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent
thereon. No course of dealing between the Parent Guarantor, the Company and the holder of any Note nor any delay in exercising
any rights hereunder, under the Parent Guaranty or under any Note shall operate as a waiver of any rights of any holder of such
Note.


 



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    	Mid-America Apartments, L.P.	Note Purchase Agreement



    

  


Section 17.4.          Notes
Held by Company, Etc. Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate
principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement,
the Notes or the Parent Guaranty, or have directed the taking of any action provided herein or in the Notes or in the Parent Guaranty
to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding,
Notes directly or indirectly owned by the Parent Guarantor, the Company or any of their respective Affiliates shall be deemed not
to be outstanding.


 


		Section 18.	Notices.



 


All notices and communications
provided for hereunder shall be in writing and sent (a) by telefacsimile if the sender on the same day sends a confirming
copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with
return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any
such notice must be sent:


 


(i)          if
to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in Schedule A
hereto or at such other address as such Purchaser or nominee shall have specified to the Company in writing,


 


(ii)         if
to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing,


 


(iii)        if
to the Parent Guarantor, to the Parent Guarantor at 6584 Poplar Avenue, Memphis,
TN 38138, to the attention of Al Campbell and Andrew Schaeffer, or at such other address as the Parent Guarantor shall
have specified to the holder of each Note in writing,


 


(iv)        if
to the Company, to the Company at its address set forth at the beginning hereof to the attention of Al Campbell and Andrew Schaeffer
or at such other address as the Company shall have specified to the holder of each Note in writing.


 


Notices under this Section 18
will be deemed given only when actually received.


 



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    	Mid-America Apartments, L.P.	Note Purchase Agreement



    

 


		Section 19.	Reproduction of
Documents.



 


This Agreement, the
Parent Guaranty and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications
that may hereafter be executed, (b) documents received by any Purchaser at any Closing (except the Notes themselves), and
(c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced
by such Purchaser by any photographic, photostatic, electronic, digital or other similar process and such Purchaser may destroy
any original document so reproduced. The Parent Guarantor and the Company agree and stipulate that, to the extent permitted by
applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative
proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the
regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible
in evidence. This Section 19 shall not prohibit the Parent Guarantor, the Company or any other holder of Notes from
contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate
the inaccuracy of any such reproduction.


 


		Section 20.	Confidential Information.



 


For the purposes of
this Section 20, “Confidential Information” means information delivered to any Purchaser by or on
behalf of the Parent Guarantor, the Company, or any Subsidiary in connection with the transactions contemplated by or otherwise
pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified
when received by such Purchaser as being confidential information of the Parent Guarantor, the Company or such Subsidiary, as the
case may be; provided that such term does not include information that (a) was publicly known or otherwise known to
such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by
such Purchaser or any Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other
than through disclosure by the Parent Guarantor, the Company or any of their respective Subsidiaries or (d) constitutes financial
statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will
maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith
to protect confidential information of third parties delivered to such Purchaser; provided that such Purchaser may deliver
or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates
(to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its
financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in
accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional
Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed
in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20),
(v) any Person from which it offers to purchase any security of the Parent Guarantor or the Company (if such Person has agreed
in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20),
(vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or,
in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such
Purchaser’s investment portfolio or (viii) any other Person to which such delivery or disclosure may be necessary or
appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response
to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if
an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure
to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s
Notes, the Parent Guaranty and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed
to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On
reasonable request by the Parent Guarantor and the Company in connection with the delivery to any holder of a Note of information
required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to
this Agreement or its nominee), such holder will enter into an agreement with the Parent Guarantor and the Company embodying the
provisions of this Section 20.


 



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    	Mid-America Apartments, L.P.	Note Purchase Agreement



    

 


		Section 21.	Substitution of
Purchaser.



 


Each Purchaser shall
have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder,
by written notice to the Parent Guarantor and the Company, which notice shall be signed by both such Purchaser and such Affiliate,
shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate
of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any
reference to such Purchaser in this Agreement (other than in this Section 21) shall be deemed to refer to such Affiliate
in lieu of such original Purchaser. In the event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate
thereafter transfers to such original Purchaser all of the Notes then held by such Affiliate, upon receipt by the Parent Guarantor
and the Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other
than in this Section 21) shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser,
and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.


 


		Section 22.	Miscellaneous.



 


Section 22.1.          Successors
and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind
and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a
Note) whether so expressed or not.


 


Section 22.2.          Payments
Due on Non-Business Days. Anything in this Agreement or the Notes to the contrary notwithstanding (but without limiting the
requirement in Section 8.5 that the notice of any prepayment specify a Business Day as the date fixed for such prepayment),
any payment of principal of or Make-Whole Amount or interest on any Note that is due on a date other than a Business Day shall
be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable
on such next succeeding Business Day; provided that if the maturity date of any Note is a date other than a Business Day,
the payment otherwise due on such maturity date shall be made on the next succeeding Business Day and shall include the additional
days elapsed in the computation of interest payable on such next succeeding Business Day.


  



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    	Mid-America Apartments, L.P.	Note Purchase Agreement



    

 


Section 22.3.          Accounting
Terms. All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively
given to them in accordance with GAAP. Except as otherwise specifically provided herein, (a) all computations made pursuant
to this Agreement shall be made in accordance with GAAP and (b) all financial statements shall be prepared in accordance with
GAAP. For purposes of determining compliance with the covenants set out in this Agreement, any election by the Parent Guarantor
or the Company to measure an item of Indebtedness using fair value (as permitted by Accounting Standards Codification Topic No. 825-10-25)
shall be disregarded and such determination shall be made as if such election had not been made.


 


Section 22.4.          Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render
unenforceable such provision in any other jurisdiction.


 


Section 22.5.          Construction,
Etc. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each
other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision)
be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person,
or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly
by such Person.


 


For the avoidance of
doubt, all Schedules and Exhibits attached to this Agreement shall be deemed to be a part hereof.


 


Section 22.6.          Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall
constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together
signed by all, of the parties hereto.


 


Section 22.7.          Governing
Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by,
the law of the State of New York, excluding choice-of-law principles of the law of such State that would permit the
application of the laws of a jurisdiction other than such State.


 


Section 22.8.          Jurisdiction
and Process; Waiver of Jury Trial.  (a) The Parent Guarantor and the Company, each for itself, irrevocably submits
to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of
New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent
permitted by applicable law, the Parent Guarantor and the Company, each for itself, irrevocably waives and agrees not to assert,
by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection
that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court
and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.


  



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    	Mid-America Apartments, L.P.	Note Purchase Agreement



    

 


(b)          The
Parent Guarantor and the Company, each for itself, consents to process being served by or on behalf of any holder of Notes in
any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered
or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address
specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said
Section. The Parent Guarantor and the Company, each for itself, agrees that such service upon receipt (i) shall be deemed
in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest
extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder
shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any
reputable commercial delivery service.


 


(c)          Nothing
in this Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law,
or limit any right that the holders of any of the Notes may have to bring proceedings against the Parent Guarantor or the Company
in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any
other jurisdiction.


 


(d)          The
parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other
document executed in connection herewith or therewith.


 


*     *     *     *     *


 



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    	Mid-America Apartments, L.P.	Note Purchase Agreement



    

 


If you are in agreement
with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon
this Agreement shall become a binding agreement between and among you, the Parent Guarantor and the Company.


 








	 	Very truly yours,
	 	 
	 	Mid-America Apartments, L.P., a Tennessee
	 	limited partnership


 


	 	By:	Mid-America Apartment Communities,
	 	 	Inc., a Tennessee corporation,
	 	 	its general partner


 


	 	By 	/s/Albert M. Campbell III
	 	 	Name:  Albert M. Campbell III
	 	 	Title:  Executive Vice President, Chief
	 	 	Financial Officer


 


	 	Mid-America Apartment Communities, Inc.
	 	a Tennessee corporation


 





	 	By 	/s/Albert M. Campbell III
	 	 	Name:  Albert M. Campbell III
	 	 	Title:  Executive Vice President, Chief
	 	 	Financial Officer


 






    	 



    	Mid-America Apartments, L.P.	Note Purchase Agreement



    
 





	This Agreement is hereby accepted and agreed to as of the date thereof.	 
	 	 
	 	The Prudential Insurance Company of America
	 	 	 	 
	 	By	 
	 	 	Name:
	 	 	Title:           Vice President
	 	 	 	 
	 	Prudential Retirement Insurance and Annuity Company
	 	 	 	 
	 	By:	Prudential Investment Management, Inc., as investment manager
	 	 	 	 
	 	 	By	 
	 	 	 	Vice President
	 	 	 	 
	 	Prudential Arizona Reinsurance Captive Company
	 	 	 	 
	 	By:	Prudential Investment Management, Inc., as investment manager
	 	 	 	 
	 	 	By	 
	 	 	 	Vice President
	 	 	 	 
	 	The Gibraltar Life Insurance Co., Ltd.
	 	 	 	 
	 	By:	Prudential Investment Management Japan Co., Ltd., as Investment Manager
	 	 	 	 
	 	By:	Prudential Investment Management, Inc., as Sub-Adviser
	 	 	 	 
	 	 	By	 
	 	 	 	Vice President







 






    	 



    	Mid-America Apartments, L.P.	Note Purchase Agreement



    
 





	 	United Insurance Company of America
	 	 	 	 
	 	By:	Prudential Private Placement Investors, L.P. (as Investment Advisor)
	 	 	 
	 	By:	Prudential Private Placement Investors, Inc. (as its General Partner)
	 	 	 	 
	 	 	By	 
	 	 	 	Vice President
	 	 	 	 
	 	PRUCO Life Insurance Company
	 	 	 	 
	 	By	 
	 	 	Assistant Vice President







 






    	 



    	Mid-America Apartments, L.P.	Note Purchase Agreement



    



 





	This Agreement is hereby accepted and agreed to as of the date thereof.	 	 
	 	 	 
	 	Teachers Insurance
    and Annuity  Association of America
	 	 	 
	 	By	 
	 	 	Name:
	 	 	Title:







 






    	 



    	Mid-America Apartments, L.P.	Note Purchase Agreement



    
 





	This Agreement is hereby accepted and agreed to as of the date thereof.	 	 
	 	 	 
	 	Jackson National Life Insurance Company
	 	 	 
	 	By:	PPM America, Inc., as attorney-in-fact, on behalf of Jackson National Life Insurance Company
	 	 	 
	 	By	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Jackson National Life Insurance Company of New York
	 	 	 
	 	By:	PPM America, Inc., as attorney-in-fact, on behalf of Jackson National Life Insurance Company of New York
	 	 	 
	 	By	 
	 	 	Name:
	 	 	Title:







 






    	 



    	Mid-America Apartments, L.P.	Note Purchase Agreement



    
 





	This Agreement is hereby accepted and agreed to as of the date
thereof. 	 
	 	 
	 	Ensign Peak Advisors, Inc.
	 	 	 
	 	By	 
	 	 	Name:	Matthew D. Dall
	 	 	Title:	Senior Portfolio Manager







 



    	 



    	Mid-America Apartments, L.P.	Note Purchase Agreement



    

 


	This Agreement is hereby accepted and agreed to as of the date
thereof. 	 
	 	 
	 	The Guardian Life Insurance Company of
    America
	 	 	 
	 	By	 
	 	 	Name:
	 	 	Title:


 



    	 



    	Mid-America Apartments, L.P.	Note Purchase Agreement



    

 


	This Agreement is hereby accepted and agreed to as of the date
thereof. 	 
	 	 
	 	USAA Life Insurance Company
	 	 
	 	By	 
	 	Name:
	 	Title:
	 	 
	 	USAA Casualty Insurance Company
	 	 
	 	By	 
	 	Name:
	 	Title:
	 	 
	 	Catastrophe Reinsurance Company
	 	 
	 	By	 
	 	Name:
	 	Title:


 


 



    	 



    	Mid-America Apartments, L.P.	Note Purchase Agreement



    

 


	This Agreement is hereby accepted and agreed to as of the date
thereof. 	 
	 	 
	 	Genworth Life Insurance Company
	 	 
	 	By	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Genworth Life and Annuity Insurance Company
	 	 
	 	By	 
	 	 	Name:
	 	 	Title:


 



    	 



    	Mid-America Apartments, L.P.	Note Purchase Agreement



    

 


	This Agreement is hereby accepted and agreed to as of the date
thereof. 	 
	 	 
	 	Farm Bureau Life Insurance Company of Michigan
	 	Farm Bureau Mutual Insurance Company of Michigan
	 	American Fidelity Assurance Company
	 	Catholic United Financial
	 	Equitable Life & Casualty
    Insurance Company
	 	 
	 	By:	Advantus Capital Management, Inc.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    	 



    	Mid-America Apartments, L.P.	Note Purchase Agreement



    

 


	This Agreement is hereby accepted and agreed to as of the date
thereof. 	 
	 	 
	 	Knights of Columbus
	 	 
	 	By	 
	 	 	Name:
	 	 	Its:


 



    	 



    	Mid-America Apartments, L.P.	Note Purchase Agreement



    

 


	This Agreement is hereby accepted and agreed to as of the date
thereof. 	 
	 	 
	 	Prime Reinsurance Company, Inc.
	 	 
	 	By:	Conning, Inc., as Investment Manager
	 	 	 
	 	 	By	 
	 	 	 	Name:  Samuel Otchere
	 	 	 	Title:   Director


 



    	 



    	 



    

  


Defined
Terms


 


As used herein, the
following terms have the respective meanings set forth below or set forth in the Section hereof following such term:


 


“Acquired
Indebtedness” means Indebtedness of a Person (i) existing at the time such Person becomes a Subsidiary or (ii) assumed
in connection with the acquisition of assets from such Person, in each case, other than Indebtedness incurred in connection with,
or in contemplation of, such Person becoming a Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to be incurred
on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary.


 


“Acquiring
Person” is defined in Section 10.8(b).


 


“Affiliate”
means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more
intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and with respect to the Company,
shall include any Person beneficially owning or holding, directly or indirectly, 20% or more of any class of voting or equity interests
of the Company or any Subsidiary or any Person of which the Company and its Subsidiaries beneficially own or hold, in the aggregate,
directly or indirectly, 20% or more of any class of voting or equity interests. As used in this definition, “Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly requires,
any reference to an “Affiliate” is a reference to an Affiliate of the Company.


 


“Agreement”
means this Note Purchase Agreement as amended, modified or restated from time to time.


 


“Annual Debt
Service Charge” for any period means the maximum amount which is payable during such period for interest on, and original
issue discount of, Indebtedness of the Obligors and their Subsidiaries and the amount of dividends which are payable during such
period in respect of any Disqualified Stock.


 


“Anti-Corruption
Laws” is defined in Section 5.16(b).


 


“Anti-Money
Laundering Laws” is defined in Section 5.16(b).


 


“Anti-Terrorism
Order” means Executive Order No. 13,224 of September 24, 2001, Blocking Property and Prohibiting Transactions
with Persons Who Commit, Threaten to Commit or Support Terrorism, 66 U.S. Fed. Reg. 49,079 (2001), as amended.


 


“Applicable
Laws” means the Foreign Activities Laws, any laws, ordinances or governmental rules or regulations similar in substance
to the Foreign Activities Laws, Anti-Money Laundering Laws, Anti-Corruption Laws and Environmental Laws.


 


Schedule
B

(to Note Purchase Agreement)


 



    	 



    	 



    

 


“Board of
Directors” means the board of directors of the Parent Guarantor or any committee of that board duly authorized to act
generally or in any particular respect for the Obligors hereunder.


 


“Business
Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required
or authorized to be closed.


 


“Capital Stock”
means, with respect to any Person, any capital stock (including preferred stock), shares, interests, participations or other ownership
interests (however designated) of such Person and any rights (other than debt securities convertible into or exchangeable for corporate
stock), warrants or options to purchase any thereof.


 


“Change in
Control” is defined in Section 8.3(h).


 


“CISADA”
means the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, United States Public Law 111195, as amended
from time to time, and the rules and regulations promulgated thereunder from time to time in effect.


 


“Closing”
is defined in Section 3.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from
time to time.


 


“Company”
means Mid-America Apartments, L.P., a Tennessee limited partnership or any successor that becomes such in the manner prescribed
in Section 10.8.


 


“Confidential
Information” is defined in Section 20.


 


“Consolidated
Income Available for Debt Service” for any period means Earnings from Operations of the Obligors and their Subsidiaries
plus amounts which have been deducted, and minus amounts which have been added, for the following (without duplication):
(i) interest on Indebtedness of the Obligors and their Subsidiaries, (ii) provision for taxes of the Obligors and their
Subsidiaries based on income, (iii) amortization of debt discount and other deferred financing costs, (iv) provisions
for gains and losses on properties and property depreciation and amortization, (v) the effect of any noncash charge resulting
from a change in accounting principles in determining Earnings from Operations for such period, (vi) amortization of deferred
charges and (vii) all other non-cash charges determined on a consolidated basis in accordance with GAAP.


 


“Consolidated
Net Worth” means as of any date of determination, an amount equal to the Total Assets at such date, minus Total
Liabilities of the Parent Guarantor and its Subsidiaries outstanding on such date.


 


“Control Event”
is defined in Section 8.3(h).


 



    	B-2



    	 



    

  


“Debt Service”
means with respect to any Indebtedness, the sum of (x) the aggregate interest payments, fees paid or payable in respect of
or relating to such Indebtedness, plus (y) the aggregate principal installments paid and payable (but not balloon payments
due at maturity) in respect of or relating thereto.


 


“Default”
means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both,
become an Event of Default.


 


“Default Rate”
means that rate of interest per annum for each Series of Notes that is the greater of (i) 2.00% above the rate of interest
then in effect on such Series of the Notes or (ii) 2.00% over the rate of interest publicly announced by JPMorgan Chase Bank,
N.A. in New York, New York as its “base” or “prime” rate.


 


“Disclosure
Documents” is defined in Section 5.3.


 


“Disqualified
Stock” means, with respect to any Person, any Capital Stock of such Person which by the terms of such Capital Stock (or
by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of
any event or otherwise (i) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other
than Capital Stock which is redeemable solely in exchange for common stock), (ii) is convertible into or exchangeable or exercisable
for Indebtedness or Disqualified Stock or (iii) is redeemable at the option of the holder thereof, in whole or in part (other
than Capital Stock which is redeemable solely in exchange for Capital Stock which is not Disqualified Stock), in each case on or
prior to the maturity of the Notes.


 


“Earnings
from Operations” for any period means net earnings excluding gains and losses on sales of investments, extraordinary
items, and property valuation losses, as reflected in the financial statements of the Parent Guarantor and its Subsidiaries for
such period determined on a consolidated basis in accordance with GAAP.


 


“Electronic Delivery”
is defined in Section 7.1(a).


 


“Encumbrance”
means any mortgage, deed of trust, lien, charge, pledge, security interest, security agreement or other encumbrance of any kind
other than restrictions on transfer of Securities arising under the Securities Act or state “blue sky” laws.


 


“Environmental
Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution
and the protection of the environment or the release of any materials into the environment, including but not limited to those
related to Hazardous Materials


 


“Equity Interests”
means in the case of a corporation, shares of Capital Stock of any class or series, including warrants, rights, participating interests
or options to purchase or otherwise acquire any class or series of capital stock or Securities exchangeable for or convertible
into any class or series of Capital Stock, and in the case of any other Person or entity shall mean any class or series of partnership
interests, units, membership interests or like interests constituting equity, and in the case of each of the foregoing, any part
or portion thereof or participation in any of the foregoing.


 



    	B-3



    	 



    

 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated
thereunder from time to time in effect.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under
Section 414 of the Code.


 


“Event of
Default” is defined in Section 11.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated
thereunder from time to time in effect.


 


“FCPA”
is defined in Section 5.16(b).


 


“First Closing”
is defined in Section 3.


 


“Foreign Activities
Laws” is defined in Section 5.14(a).


 


“Form 10-K”
is defined in Section 7.1(b).


 


“Form 10-Q”
is defined in Section 7.1(a).


 


“Funds From
Operations” means, with respect to the Parent Guarantor and its consolidated Subsidiaries, net income calculated in conformity
with the National Association of Real Estate Investment Trusts in its White Paper on Funds From Operations, as published from time
to time.


 


“GAAP”
and “generally accepted accounting principles” mean generally accepted accounting principles, as in effect from
time to time, as used in the United States of America applied on a consistent basis.


 


“Governmental
Authority” means


 


(a)          the
government of


 


(i)        the
United States of America or any State or other political subdivision thereof, or


 


(ii)       any
other jurisdiction in which the Parent Guarantor or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction
over any properties of the Parent Guarantor or any Subsidiary, or


 



    	B-4



    	 



    

 


(b)          any
entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.


 


“Hazardous
Material” means any and all pollutants, toxic or hazardous wastes or any other substances, including all substances listed
in or regulated in any Environmental Law that might pose a hazard to health and safety, the removal of which may be required or
the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal,
release, discharge, spillage, seepage, or filtration of which is or shall be restricted, regulated, prohibited or penalized by
any applicable law including, but not limited to, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum,
petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized substances.


 


“holder”
means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant
to Section 13.1.


 


“Indebtedness”
of the Obligors or any Subsidiary means, without duplication, any indebtedness of the Obligors or any Subsidiary, whether or not
contingent, in respect of (i) borrowed money or evidenced by bonds, notes, debentures or similar instruments, (ii) indebtedness
for borrowed money secured by any Encumbrance existing on property owned by an Obligor or any Subsidiary, (iii) the reimbursement
obligations, contingent or otherwise, in connection with any letters of credit actually issued (other than letters of credit issued
to provide credit enhancement or support with respect to other indebtedness of the Obligors or any Subsidiary otherwise reflected
as Indebtedness hereunder) or amounts representing the balance deferred and unpaid of the purchase price of any property or services,
except any such balance that constitutes an accrued expense or trade payable, or all conditional sale obligations or obligations
under any title retention agreement, (iv) the principal amount of all obligations of the Obligors or any Subsidiary with respect
to redemption, repayment or other repurchase of any Disqualified Stock, (v) any lease of property by the Obligors or any Subsidiary
as lessee which is reflected on the Parent Guarantor’s consolidated balance sheet as a capitalized lease in accordance with
GAAP, or (vi) interest rate swaps, caps or similar agreements and foreign exchange contracts, currency swaps or similar agreements,
to the extent, in the case of items of indebtedness under (i) through (iii) above, that any such items (other than letters
of credit) would appear as a liability on the Parent Guarantor’s consolidated balance sheet in accordance with GAAP, and
also includes, to the extent not otherwise included, any obligation by the Obligors or any Subsidiary to be liable for, or to pay,
as obligor, guarantor or otherwise (other than for purposes of collection in the ordinary course of business), Indebtedness of
another Person (other than the Obligors or any Subsidiary) (it being understood that Indebtedness shall be deemed to be incurred
by the Obligors or any Subsidiary whenever the Obligors or such Subsidiary shall create, assume, guarantee or otherwise become
liable in respect thereof).


 


“INHAM”
is defined in Section 6.2(e).


 


“INHAM Exemption”
is defined in Section 6.2(e).


 



    	B-5



    	 



    

 


“Institutional
Investor” means (a) any purchaser of a Note, (b) any holder of a Note holding (together with one or more of
its affiliates) more than 5% of the aggregate principal amount of any Series of Notes then outstanding, (c) any bank, trust
company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company,
any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related
Fund of any holder of any Note.


 


“Limited Partnership
Agreement” means that certain Second Amended and Restated Agreement of Limited Partnership of Mid-America Apartments,
L.P., dated as of November 1997, as amended, among the Parent Guarantor and the limited partners party thereto.


 


“Make-Whole
Amount” is defined in Section 8.7.


 


“Material”
means material in relation to the business, operations, financial condition, assets or properties of the Parent Guarantor, the
Company and their respective Subsidiaries taken as a whole.


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, operations, financial condition, assets, or
properties of the Parent Guarantor, the Company and their respective Subsidiaries taken as a whole, (b) the ability of the
Company to perform its obligations under this Agreement and the Notes, (c) the ability of the Parent Guarantor to performing
its obligations under this Agreement and the Parent Guaranty, or (d) the validity or enforceability of this Agreement, the
Notes or the Parent Guaranty.


 


“Memorandum”
is defined in Section 5.3.


 


“Multiemployer
Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of
ERISA).


 


“NAIC”
means the National Association of Insurance Commissioners or any successor thereto.


 


“NAIC Annual
Statement” is defined in Section 6.2(a).


 


“Net Operating
Income” for a property means, for the relevant period, the aggregate total cash revenues actually collected from the
normal operation of such property (excluding all security deposits until such time as the tenant or other user making such deposit
is no longer entitled to return thereof), plus amounts payable to unrelated third parties on behalf of the owner of the property,
if actually paid, plus the proceeds of any rental or business interruption insurance actually received by the owner of the property
with respect to such property, from which there shall be deducted all costs and expenses paid or payable by the owner and relating
to such property (other than Debt Service which is paid and balloon payments), including (a) any charges paid in connection
with the use, ownership or operation of such property, (b) any cost of repairs and maintenance, (c) any cost associated
with the management of such property, (d) any payroll cost and other expenses for general administration and overhead paid
in connection with the use, ownership or operation of such property, (e) current real estate taxes, (f) any sums paid
or subject to payment in the nature of a rebate, refund or other adjustment to revenue previously collected, (g) all assessment
bond indebtedness (whether principal or interest) in respect of such property paid or payable for the interval in question, (h) all
amounts paid to unrelated third parties on behalf of the owner of the property, and (i) any and all costs or expenses, of
whatever nature or kind, incurred in connection with the use, ownership or operation of the property; provided, however,
that such costs and expenses paid or payable by the Parent Guarantor or any Subsidiary and relating to such property shall not
include tenant improvement costs, leasing commissions or the costs and expenses of capital improvements and capital repairs, or
depreciation, amortization or other noncash expenses.


 



    	B-6



    	 



    

 


“Notes”
is defined in Section 1.


 


“Obligors”
is defined in the introduction to this Agreement.


 


“OFAC”
is defined in Section 5.14(a).


 


“OFAC Sanctions
Laws” is defined in Section 5.16(a).


 


“Officer’s
Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Parent Guarantor or the
Company, as the case may be, whose responsibilities extend to the subject matter of such certificate.


 


“Parent Guarantor”
is defined in the introduction to this Agreement.


 


“Parent Guaranty”
is defined in Section 2.2.


 


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.


 


“Person”
means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business
entity or Governmental Authority.


 


“Plan”
means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is
or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding
five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or
any ERISA Affiliate may have any liability other than a Multiemployer Plan.


 


“Previously
Unsecured Debt” is defined in Section 9.6(b).


 


“Principal
Debt Facility” means an unsecured bank line of credit or other unsecured bilateral facility or debt private placement
under which the Company or any Subsidiary is an obligor.


 


“property”
or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible
or intangible, choate or inchoate.


 


“Proposed
Prepayment Date” is defined in Section 8.3(c).


 


“PTE”
is defined in Section 6.2(a).


 



    	B-7



    	 



    

 


“Purchaser”
is defined in the introduction to this Agreement.


 


“QPAM”
is defined in Section 6.2(d).


 


“QPAM Exemption”
means Prohibited Transaction Class Exemption 84-14 issued by the United States Department of Labor.


 


“Qualified
Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such
term as set forth in Rule 144A(a)(1) under the Securities Act.


 


“Related Fund”
means, with respect to any holder of any Note, any fund or entity that (a) invests in Securities or bank loans, and (b) is
advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment
advisor.


 


“Required
Holders” means, at any time, the holders of at least 51% in principal amount of all Series of Notes at the time outstanding
(exclusive of Notes then owned by the Company or any of its Affiliates). From the date of the First Closing up to and including
November 30, 2012, for purposes of any determination of “Required Holders,” the Notes contemplated to be issued
on the Second Closing and the Third Closing shall be deemed to be outstanding.


 


“Responsible
Officer” means any Senior Financial Officer and, in the case of any particular matter in respect of which this Agreement
requires or provides for action by a Responsible Officer, any other officer of the Parent Guarantor or the Company with responsibility
for the administration of such matter.


 


“SDN List”
is defined in Section 5.14(a).


 


“SEC”
shall mean the Securities and Exchange Commission of the United States, or any successor thereto.


 


“Second Closing”
is defined in Section 3.


 


“Securities”
or “Security” shall have the same meaning as in Section 2(1) of the Securities Act.


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder
from time to time in effect.


 


“Senior Financial
Officer” means the chief financial officer, principal accounting officer, treasurer or comptroller of the Company or
the Parent Guarantor.


 


“Senior Indebtedness”
means all Indebtedness of the Company which is not expressed to be subordinate or junior in rank to any other Indebtedness of the
Company.


 


“Series”
is defined in Section 1.


 


“Series A
Notes” is defined in Section 1.


 



    	B-8



    	 



    

 


“Series B
Notes” is defined in Section 1.


 


“Series C
Notes” is defined in Section 1.


 


“Series D
Notes” is defined in Section 1.


 


“Source”
is defined in Section 6.2.


 


“Subsidiary”
means, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and
one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the
absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such second Person,
and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such Person or one
or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership or joint venture
can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries).
Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the
Parent Guarantor.


 


“Surviving
Person” is defined in Section 10.8(a).


 


“SVO”
means the Securities Valuation Office of the NAIC or any successor to such office.


 


“Third Closing”
is defined in Section 3.


 


“Total Assets”
means the sum of (without duplication) (i) Undepreciated Real Estate Assets and (ii) all other assets (excluding accounts
receivable and intangibles) of the Obligors and their Subsidiaries, all determined on a consolidated basis in accordance with GAAP.


 


“Total Liabilities”
means, without duplication, total liabilities of the Parent Guarantor and its consolidated Subsidiaries reported in accordance
with GAAP.


 


“Total Unencumbered
Assets” means the sum of (without duplication) (i) those Undepreciated Real Estate Assets which are not subject
to an Encumbrance securing Indebtedness and (ii) all other assets (excluding accounts receivable, intangibles and unconsolidated
equity interests in funds and joint ventures) of the Obligors and their Subsidiaries not subject to an Encumbrance securing Indebtedness,
all determined on a consolidated basis in accordance with GAAP; provided that the aggregate amount of “notes receivable”
of the Obligors and their Subsidiaries (determined on a consolidated basis in accordance with GAAP) included in any determination
of Total Unencumbered Assets shall not exceed 5% of the sum of (without duplication) (x) those Undepreciated Real Estate Assets
which are not subject to an Encumbrance securing Indebtedness and (y) all other assets (excluding notes receivable, accounts
receivable, intangibles and unconsolidated equity interests in funds and joint ventures) of the Obligors and their Subsidiaries
not subject to an Encumbrance securing Indebtedness, all determined on a consolidated basis in accordance with GAAP.


 



    	B-9



    	 



    

 


“Undepreciated
Real Estate Assets” means, as of any date, the cost (original cost plus capital improvements) of real estate assets of
the Obligors and their Subsidiaries on such date, before depreciation and amortization, all determined on a consolidated basis
in accordance with GAAP.


 


“Unsecured
Indebtedness” means Indebtedness of the Obligors or any of their Subsidiaries which is not secured by an Encumbrance
on any property or assets of the Obligors or any of their Subsidiaries.


 


“USA Patriot
Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required
to Intercept and Obstruct Terrorism (USA Patriot Act) Act of 2001, as amended from
time to time, and the rules and regulations promulgated thereunder from time to time in effect.


 


“Wholly-owned
Subsidiary” means, at any time, any Subsidiary one hundred percent (100%) of all of the equity interests (except directors’
qualifying shares) and voting interests of which are owned by any one or more of the Parent Guarantor, the Company and the Company’s
or the Parent Guarantor’s other Wholly-owned Subsidiaries at such time.


 



    	B-10



    	 



    

 


Disclosure
Materials


 


None.


 


Schedule
5.3


(to Note Purchase Agreement)


 



    	 



    	 



    

 


Organization
and Ownership of Shares of Subsidiaries; Affiliates


 


(a)


 


	Subsidiaries	 	Jurisdiction of
 Organization	 	 	Percentage of Equity Interests Owned
 by Parent Guarantor, Company and
 other Subsidiaries (in the aggregate)	 
	 	 	 	 	 	 	 
	La Valencia at Starwood, LLC	 	 	Delaware	 	 	 	100	%
	Legacy at Western Oaks, LLC	 	 	Delaware	 	 	 	100	%
	MAA BRIK, LLC	 	 	Delaware	 	 	 	100	%
	MAA Holdings, LLC	 	 	Delaware	 	 	 	100	%
	MAA Holdings II, LLC	 	 	Delaware	 	 	 	100	%
	MAA of Copper Ridge, Inc.	 	 	Texas	 	 	 	100	%
	MAAC of Duval, LP	 	 	Tennessee	 	 	 	100	%
	MAA TANC, LLC	 	 	Delaware	 	 	 	100	%
	MAACOD, Inc.	 	 	Delaware	 	 	 	100	%
	Mid-America Apartments, LP	 	 	Tennessee	 	 	 	~96	%
	Mid-America Apartments of Duval, LP	 	 	Tennessee	 	 	 	100	%
	Paddock Club Florence, LP	 	 	Georgia	 	 	 	100	%
	Stone Ranch at Westover Hills, LLC	 	 	Delaware	 	 	 	100	%
	Woods of Post House, LP	 	 	Tennessee	 	 	 	100	%



 


Affiliates (other than Subsidiaries1)


 


Mid-America Multifamily Fund I, LLC


Mid-America Multifamily Fund II, LLC


Mid-America Multifamily Fund III, LLC


Milstead Village at Town Center, LLC


MMFI Greenwood Forest, LLC


MMFII Ansley Village, LLC


MMFII Grand Cypress, LLC


MMFII Venue at Stonebridge Ranch, LLC


MMFII Verandas at Blairstone, LLC


 





 






		1	Mid-America Multifamily Fund I, LLC, Mid-America Multifamily Fund II, LLC and Mid-America Multifamily Fund III, LLC are the
Company’s joint ventures. Each of the other seven entities listed is a wholly-owned subsidiary (single member LLC) of either
Mid-America Multifamily Fund I, LLC or Mid-America Multifamily Fund II, LLC. Mid-America Multifamily Fund III, LLC has only recently
been capitalized and has not acquired any properties. The other member of Mid-America Multifamily Fund III, LLC is an affiliate
of the other member of Mid-America Multifamily Fund II, LLC.



 


Schedule
5.4


(to Note Purchase Agreement)


 



    	 



    	 



    

 


	Directors and Executive Officers 

    of the Parent Guarantor	 	Position(s)
	 	 	 
	H. Eric Bolton, Jr.	 	Chairman of the Board of Directors and Chief Executive Officer
	Albert M. Campbell, III	 	Executive Vice President and Chief Financial Officer
	Thomas L. Grimes, Jr.	 	Executive Vice President and Chief Operating Officer
	Alan B. Graf, Jr.	 	Director
	John S. Grinalds	 	Director
	Ralph Horn	 	Director
	Philip W. Norwood	 	Director
	W. Reid Sanders	 	Director
	William B. Sansom	 	Director
	Gary Shorb	 	Director


 


Directors and Executive Officers of the Company


 


The sole general partner of the Company
is the Parent Guarantor. Please see the directors and senior officers of the Parent Guarantor listed above.


 


(d)    Agreements restricting Subsidiaries’
dividend distributions and other distributions of profits:


 


		1.	Credit Agreement, dated as of June 1, 2006, by and among Mid-America Apartment Communities, Inc.,
Mid-America Apartments, LP, Mid-America Apartments of Texas, LP and Financial Federal Savings Bank;



		2.	Third Amended and Restated Master Credit Facility Agreement (MAA I), dated as of March 30, 2004,
by and among Mid-America Apartment Communities, Inc., Mid-America Apartments, LP, Mid-America Apartments of Texas, LP and Prudential
Multifamily Mortgage, Inc.;



		3.	Third Amended and Restated Master Credit Facility Agreement (MAA II), dated as of January 4,
2010, by and among Mid-America Apartment Communities, Inc., Mid-America Apartments, LP, Prudential Multifamily Mortgage, Inc. and
Fannie Mae;



		4.	Credit Agreement, dated as of November 1, 2011, by and among Mid-America Apartments, L.P.,
as Borrower, and Key Bank National Association, the other lenders which are parties to this Agreement and other lenders that may
become parties to this Agreement, Key Bank National Association, as Administrative Agent, Wells Fargo Bank, National Association,
as Syndication Agent, Key Banc Capital Markets and Wells Fargo Securities, LLC, as joint Lead Arrangers and Joint Book Managers
and JPMorgan Chase Bank, N.A., Regions Bank and UBS Securities LLC, as Co-Documentation Agents; and



		5.	Term Loan Agreement, dated as of March 1, 2012, by and among Mid-America Apartments, L.P.,
as Borrower, and Key Bank National Association, the other lenders which are parties to this Agreement and other lenders that may
become parties to this Agreement, Key Bank National Association, as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication
Agent, Key Banc Capital Markets and J.P. Morgan Securities, LLC, as joint Lead Arrangers, Regions Bank, UBS Loan Finance LLC and
Bank of Montreal, Chicago Branch, as Co-Documentation Agents.



 



    	5.4-2



    	 



    

 


Existing
Indebtedness and Future Liens


of


the Parent Guarantor, the Company and their
respective Subsidiaries


(collectively referred to as the “Company”
in this Schedule 5.15)


 


(a)The following schedule details
the line limits, collateralized availability and the outstanding balances of our various borrowings as of June 30, 2012 (in thousands):


 


	 	 	Line	 	 	Amount	 	 	Amount	 
	 Borrowings	 	Limit	 	 	Collateralized	 	 	Borrowed	 
	FNMA Credit Facilities	 	$	638,236	 	 	$	638,236	 	 	$	638,236	 
	Freddie Mac Credit Facilities	 	 	198,247	 	 	 	198,247	 	 	 	198,247	 
	Unsecured Credit Facility	 	 	248,827	 	 	 	0	 	 	 	78,000	 
	Other Secured Borrowings	 	 	389,938	 	 	 	389,938	 	 	 	389,938	 
	Other Unsecured Borrowings	 	 	285,000	 	 	 	0	 	 	 	285,000	 
	Total Debt	 	$	1,760,248	 	 	$	1,226,421	 	 	$	1,589,421	 



 


(c)Agreements restricting incurrence of additional debt
by the Subsidiaries:


 


1. Note Purchase Agreement dated as of July 29, 2011 among the
Company, the Parent Guarantor and the various purchasers of the Notes issued thereunder.


 


Schedule
5.15


(to Note Purchase Agreement)


 



    	 



    	 



    

 


[Form
of Series A Note]


 


Mid-America
Apartments, L.P.


 


3.15%
Senior Guaranteed Note, Series A, due November 30, 2017


 


	No. RA-__	[Date]
	$[____________]	PPN 59531# AD2


 


For
Value Received, the undersigned, Mid-America Apartments, L.P. (herein called
the “Company”), a limited partnership organized and existing under the laws of Tennessee, hereby promises to
pay to ________________, or registered assigns, the principal sum of ________________ Dollars
(or so much thereof as shall not have been prepaid) on November 30, 2017 with interest (computed on the basis of a 360-day
year of twelve 30-day months) on the unpaid balance hereof at the rate of 3.15% per annum from the date hereof, payable semiannually,
on the thirtieth day of May and November in each year, commencing May 30, 2013, until the principal hereof shall have become
due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and on such unpaid balance and
on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the Default Rate (as defined in
the hereinafter defined Note Purchase Agreement).


 


Payments of principal
of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America
at the principal office of JPMorgan Chase Bank, N.A. in New York, New York or at such other place as the Company shall
have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.


 


This Note is one of
the Senior Guaranteed Notes, Series A (herein called the “Notes”) issued pursuant to the Note Purchase
Agreement dated as of August 31, 2012 (as from time to time amended, the “Note Purchase Agreement”), between
the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will
be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreement and (ii) made the representations set forth in Section 6.1 and Section 6.2
of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings
ascribed to such terms in the Note Purchase Agreement.


 


This Note is a registered
Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a
written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due
presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof
for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.


 


Exhibit
1-A


(to
Note Purchase Agreement)


 



    	 



    	 



    

 


Pursuant to a Parent
Guaranty dated as of August 31, 2012, Mid-America Apartment Communities, Inc., a Tennessee corporation operating as a real estate
investment trust, has absolutely and unconditionally guaranteed payment in full of the principal of, Make-Whole Amount, if any,
and interest on this Note and performance by the Company of all of its obligations contained in the Note Purchase Agreement all
on the terms set forth in such Parent Guaranty.


 


This Note is also subject
to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement,
but not otherwise.


 


If an Event of Default
occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the
price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.


 


This Note shall
be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the
law of the State of New York, excluding choice-of-law principles of the law of such State that would permit the application
of the laws of a jurisdiction other than such State.


 


	 	Mid-America Apartments, L.P.
	 	 
	 	By:	Mid-America Apartment Communities, Inc.,
	 	 	Its sole general partner
	 	 	 
	 	By	 
	 	 	Name:
	 	 	Title:


 



    	A-1-2



    	 



    

 


[Form
of Series B Note]


 


Mid-America
Apartments, L.P.


 


3.61%
Senior Guaranteed Note, Series B, due November 30, 2019


 


	No. RB-__	[Date]
	$[____________]	PPN 59531# AE0


 


For
Value Received, the undersigned, Mid-America Apartments, L.P. (herein called
the “Company”), a limited partnership organized and existing under the laws of Tennessee, hereby promises to
pay to ________________, or registered assigns, the principal sum of ________________ Dollars
(or so much thereof as shall not have been prepaid) on November 30, 2019 with interest (computed on the basis of a 360-day
year of twelve 30-day months) on the unpaid balance hereof at the rate of 3.61% per annum from the date hereof, payable semiannually,
on the thirtieth day of May and November in each year, commencing May 30, 2013, until the principal hereof shall have become
due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and on such unpaid balance and
on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the Default Rate (as defined in
the hereinafter defined Note Purchase Agreement).


 


Payments of principal
of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America
at the principal office of JPMorgan Chase Bank N.A. in New York, New York or at such other place as the Company shall
have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.


 


This Note is one of
the Senior Guaranteed Notes, Series B (herein called the “Notes”) issued pursuant to the Note Purchase
Agreement dated as of August 31, 2012 (as from time to time amended, the “Note Purchase Agreement”), between
the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will
be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreement and (ii) made the representations set forth in Section 6.1 and Section 6.2
of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings
ascribed to such terms in the Note Purchase Agreement.


 


This Note is a registered
Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a
written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due
presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof
for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.


 


Exhibit
1-B


(to
Note Purchase Agreement)


 



    	 



    	 



    

 


Pursuant to a Parent
Guaranty dated as of August 31, 2012, Mid-America Apartment Communities, Inc., a Tennessee corporation operating as a real estate
investment trust, has absolutely and unconditionally guaranteed payment in full of the principal of, Make-Whole Amount, if any,
and interest on this Note and performance by the Company of all of its obligations contained in the Note Purchase Agreement all
on the terms set forth in such Parent Guaranty.


 


This Note is also subject
to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement,
but not otherwise.


 


If an Event of Default
occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the
price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.


 


This Note shall
be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the
law of the State of New York, excluding choice-of-law principles of the law of such State that would permit the application
of the laws of a jurisdiction other than such State.


 


	 	Mid-America Apartments, L.P.
	 	 
	 	By:	Mid-America Apartment Communities, Inc.,
	 	 	Its sole general partner
	 	 	 
	 	By	 
	 	 	Name:
	 	 	Title:


 



    	B-1-2



    	 



    

 


[Form
of Series C Note]


 


Mid-America
Apartments, L.P.


 


4.17%
Senior Guaranteed Note, Series C, due November 30, 2022


 


	No. RC-__	[Date]
	$[____________]	PPN 59531# AF7


 


For
Value Received, the undersigned, Mid-America Apartments, L.P. (herein called
the “Company”), a limited partnership organized and existing under the laws of Tennessee, hereby promises to
pay to ________________, or registered assigns, the principal sum of ________________ Dollars
(or so much thereof as shall not have been prepaid) on November 30, 2022 with interest (computed on the basis of a 360-day
year of twelve 30-day months) on the unpaid balance hereof at the rate of 4.17% per annum from the date hereof, payable semiannually,
on the thirtieth day of May and November in each year, commencing May 30, 2013, until the principal hereof shall have become
due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and on such unpaid balance and
on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the Default Rate (as defined in
the hereinafter defined Note Purchase Agreement).


 


Payments of principal
of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America
at the principal office of JPMorgan Chase Bank N.A. in New York, New York or at such other place as the Company shall
have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.


 


This Note is one of
the Senior Guaranteed Notes, Series C (herein called the “Notes”) issued pursuant to the Note Purchase
Agreement dated as of August 31, 2012 (as from time to time amended, the “Note Purchase Agreement”), between
the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will
be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreement and (ii) made the representations set forth in Section 6.1 and Section 6.2
of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings
ascribed to such terms in the Note Purchase Agreement.


 


This Note is a registered
Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a
written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due
presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof
for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.


 


Exhibit
1-C


(to
Note Purchase Agreement)


 



    	 



    	 



    

 


Pursuant to a Parent
Guaranty dated as of August 31, 2012, Mid-America Apartment Communities, Inc., a Tennessee corporation operating as a real estate
investment trust, has absolutely and unconditionally guaranteed payment in full of the principal of, Make-Whole Amount, if any,
and interest on this Note and performance by the Company of all of its obligations contained in the Note Purchase Agreement all
on the terms set forth in such Parent Guaranty.


 


This Note is also subject
to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement,
but not otherwise.


 


If an Event of Default
occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the
price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.


 


This Note shall
be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the
law of the State of New York, excluding choice-of-law principles of the law of such State that would permit the application
of the laws of a jurisdiction other than such State.


 


	 	Mid-America Apartments, L.P.
	 	 
	 	By:	Mid-America Apartment Communities, Inc.,
	 	 	Its sole general partner
	 	 	 
	 	By	 
	 	 	Name:
	 	 	Title:


 



    	1-C-2



    	 



    

 


[Form
of Series D Note]


 


Mid-America
Apartments, L.P.


 


4.33%
Senior Guaranteed Note, Series D, due November 30, 2024


 


	No. RD-__	[Date]
	$[____________]	PPN 59531# AG5


 


For
Value Received, the undersigned, Mid-America Apartments, L.P. (herein called
the “Company”), a limited partnership organized and existing under the laws of Tennessee, hereby promises to
pay to ________________, or registered assigns, the principal sum of ________________ Dollars
(or so much thereof as shall not have been prepaid) on November 30, 2024 with interest (computed on the basis of a 360-day
year of twelve 30-day months) on the unpaid balance hereof at the rate of 4.33% per annum from the date hereof, payable semiannually,
on the thirtieth day of May and November in each year, commencing May 30, 2013, until the principal hereof shall have become
due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and on such unpaid balance and
on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the Default Rate (as defined in
the hereinafter defined Note Purchase Agreement).


 


Payments of principal
of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America
at the principal office of JPMorgan Chase Bank N.A. in New York, New York or at such other place as the Company shall
have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.


 


This Note is one of
the Senior Guaranteed Notes, Series D (herein called the “Notes”) issued pursuant to the Note Purchase
Agreement dated as of August 31, 2012 (as from time to time amended, the “Note Purchase Agreement”), between
the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will
be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreement and (ii) made the representations set forth in Section 6.1 and Section 6.2
of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings
ascribed to such terms in the Note Purchase Agreement.


 


This Note is a registered
Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a
written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due
presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof
for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.


 


Exhibit
4.4(b)


(to
Note Purchase Agreement)


 



    	 



    	 



    

 


Pursuant to a Parent
Guaranty dated as of August 31, 2012, Mid-America Apartment Communities, Inc., a Tennessee corporation operating as a real estate
investment trust, has absolutely and unconditionally guaranteed payment in full of the principal of, Make-Whole Amount, if any,
and interest on this Note and performance by the Company of all of its obligations contained in the Note Purchase Agreement all
on the terms set forth in such Parent Guaranty.


 


This Note is also subject
to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement,
but not otherwise.


 


If an Event of Default
occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the
price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.


 


This Note shall
be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the
law of the State of New York, excluding choice-of-law principles of the law of such State that would permit the application
of the laws of a jurisdiction other than such State.


 


	 	Mid-America Apartments, L.P.
	 	 
	 	By:	Mid-America Apartment Communities, Inc.,
	 	 	Its sole general partner
	 	 	 
	 	By	 
	 	 	Name:
	 	 	Title:


 



    	4.4(b)-2