EX-10.2






Loan No. 3421465




PROMISSORY NOTE




$18,850,000.00 February 7, 2014



FOR VALUE RECEIVED Borrower, having its principal place of business at c/o Independence Realty
Advisors, LLC, Cira Centre, 2929 Arch Street, 17th Floor, Philadelphia, Pennsylvania
19104, hereby unconditionally promises to pay to the order of BANK OF AMERICA, N.A., a national
banking association, having an address at 214 North Tryon Street, NC1-027-15-01,
Charlotte, North Carolina 28255 (“Lender”), or at such other place as the holder hereof may
from time to time designate in writing, the principal sum of EIGHTEEN MILLION EIGHT HUNDRED FIFTY
THOUSAND AND 00/100 DOLLARS ($18,850,000.00), or so much thereof as is advanced, in lawful money of
the United States of America, with interest thereon to be computed from the date of this Note at
the Interest Rate, and to be paid in accordance with the terms of this Note and that certain Loan
Agreement dated the date hereof between Borrower and Lender (as the same may be amended, restated,
replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”). All
capitalized terms not defined herein shall have the respective meanings set forth in the Loan
Agreement.



Article 1 – PAYMENT TERMS; MANNER OF PAYMENT




Borrower agrees to pay the principal sum of this Note and interest on the unpaid principal sum
of this Note from time to time outstanding at the rates and at the times specified in Article 2 of
the Loan Agreement and the outstanding balance of the principal sum of this Note and all accrued
and unpaid interest thereon shall be due and payable on the Maturity Date. This Note is subject to
default interest as provided in Article 2 of the Loan Agreement.



Article 2 – DEFAULT AND ACCELERATION




The Debt shall without notice become immediately due and payable at the option of Lender if
any payment required in this Note is not paid on or prior to the date when due, subject to
applicable notice and cure periods, if any, provided in the Loan Documents, or if not paid on the
Maturity Date or on the occurrence of any other Event of Default.



Article 3  – LOAN DOCUMENTS




This Note is secured by the Mortgage and the other Loan Documents. All of the terms,
covenants and conditions contained in the Loan Agreement, the Mortgage and the other Loan Documents
are hereby made part of this Note to the same extent and with the same force as if they were fully
set forth herein. In the event of a conflict or inconsistency between the terms of this Note and
the Loan Agreement, the terms and provisions of the Loan Agreement shall govern.



Article 4  – SAVINGS CLAUSE




Notwithstanding anything to the contrary, (a) all agreements and communications between
Borrower and Lender are hereby and shall automatically be limited so that, after taking into
account all amounts deemed interest, the interest contracted for, charged or received by Lender
shall never exceed the Maximum Legal Rate, (b) in calculating whether any interest exceeds the
Maximum Legal Rate, all such interest shall be amortized, prorated, allocated and spread over the
full amount and term of all principal indebtedness of Borrower to Lender, and (c) if through any
contingency or event, Lender receives or is deemed to receive interest in excess of the lawful
maximum, any such excess shall be deemed to have been applied toward payment of the principal of
any and all then outstanding indebtedness of Borrower to Lender, or if there is no such
indebtedness, shall immediately be returned to Borrower.



Article 5  – NO ORAL CHANGE




This Note may not be modified, amended, waived, extended, changed, discharged or terminated
orally or by any act or failure to act on the part of Borrower or Lender, but only by an agreement
in writing signed by the party against whom enforcement of any modification, amendment, waiver,
extension, change, discharge or termination is sought.



Article 6  – WAIVERS




Borrower and all others who may become liable for the payment of all or any part of the Debt
do hereby severally waive presentment and demand for payment, notice of dishonor, notice of
intention to accelerate, notice of acceleration, protest and notice of protest and non payment and
all other notices of any kind except as expressly provided in the Loan Agreement. No release of
any security for the Debt or extension of time for payment of this Note or any installment hereof,
and no alteration, amendment or waiver of any provision of this Note, the Loan Agreement or the
other Loan Documents made by agreement between Lender or any other Person shall release, modify,
amend, waive, extend, change, discharge, terminate or affect the liability of Borrower, and any
other Person who may become liable for the payment of all or any part of the Debt, under this Note,
the Loan Agreement or the other Loan Documents. No notice to or demand on Borrower shall be deemed
to be a waiver of the obligation of Borrower or of the right of Lender to take further action
without further notice or demand as provided for in this Note, the Loan Agreement or the other Loan
Documents. If Borrower is a limited liability company, the agreements herein contained shall
remain in force and be applicable, notwithstanding any changes in the individuals comprising the
limited liability company, and the term “Borrower,” as used herein, shall include any alternate or
successor limited liability company, but any predecessor limited liability company and its members
shall not thereby be released from any liability. If Borrower is a partnership, the agreements
herein contained shall remain in force and be applicable, notwithstanding any changes in the
individuals comprising the partnership, and the term “Borrower,” as used herein, shall include any
alternate or successor partnership, but any predecessor partnership and their partners shall not
thereby be released from any liability. If Borrower is a corporation, the agreements contained
herein shall remain in full force and be applicable notwithstanding any changes in the shareholders
comprising, or the officers and directors relating to, the corporation, and the term “Borrower” as
used herein, shall include any alternative or successor corporation, but any predecessor
corporation shall not be relieved of liability hereunder. (Nothing in the foregoing sentence shall
be construed as a consent to, or a waiver of, any prohibition or restriction on transfers of
interests in such borrowing entity which may be set forth in the Loan Agreement, the Mortgage or
any other Loan Documents.) If Borrower consists of more than one person or party, the obligations
and liabilities of each person or party shall be joint and several.



Article 7  – TRIAL BY JURY




BORROWER AND LENDER EACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF
RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL
NOW OR HEREAFTER EXIST WITH REGARD TO THIS NOTE, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING
IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY
BY BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS
TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH OF LENDER AND BORROWER IS
HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS
WAIVER BY BORROWER AND LENDER.



Article 8  – TRANSFER




Upon the transfer of this Note, Borrower hereby waiving notice of any such transfer, Lender
may deliver all the collateral mortgaged, granted, pledged or assigned pursuant to the Loan
Documents, or any part thereof, to the transferee who shall thereupon become vested with all the
rights herein or under applicable law given to Lender with respect thereto, and Lender shall
thereafter forever be relieved and fully discharged from any liability or responsibility in the
matter arising from events thereafter occurring; but Lender shall retain all rights hereby given to
it with respect to any liabilities and the collateral not so transferred.



Article 9  – EXCULPATION




The provisions of Article 15 of the Loan Agreement are hereby incorporated by reference into
this Note to the same extent and with the same force as if fully set forth herein.



Article 10  – GOVERNING LAW




This Note shall be governed, construed, applied and enforced in accordance with Article 19 of
the Loan Agreement.



Article 11  – NOTICES




All notices or other written communications hereunder shall be delivered in accordance with
Article 16 of the Loan Agreement.



[NO FURTHER TEXT ON THIS PAGE]




IN WITNESS WHEREOF, Borrower has duly executed this Note as of the day and year first
above written.




BORROWER:




IRT EAGLE RIDGE APARTMENTS OWNER, LLC, a Delaware
limited liability company




	 	 	 	By:
IRT EAGLE RIDGE APARTMENTS MEMBER, LLC, a
Delaware limited liability company, its Sole
Member






	 	 	 	By:
INDEPENDENCE REALTY OPERATING PARTNERSHIP,
LP, a Delaware limited partnership, its Sole
Member






	 	 	 	By:
INDEPENDENCE REALTY TRUST, INC., a
Maryland corporation, its General
Partner






	 	 	 	By:
INDEPENDENCE REALTY ADVISORS,
LLC, a Delaware limited liability
company, its authorized agent






By:       /s/ Farrell

Ender—

Farrell Ender, President