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$200,000,000.00
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October 31, 2006
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FOR VALUE
RECEIVED, the undersigned, NNN APARTMENT REIT HOLDINGS, L.P., a
Virginia limited partnership (the “Borrower”), hereby
promises to pay to the order of WACHOVIA BANK, NATIONAL ASSOCIATION
(the “Lender”), in care of Agent to Agent’s
address at One Wachovia Center, 301 South College Street,
Charlotte, North Carolina 28288, or at such other address as may be
specified in writing by the Agent to the Borrower, the principal
sum of TWO HUNDRED MILLION AND NO/100 DOLLARS ($200,000,000.00) (or
such lesser amount as shall equal the aggregate unpaid principal
amount of Revolving Loans made by the Lender to the Borrower under
the Credit Agreement (as herein defined)), on the dates and in the
principal amounts provided in the Credit Agreement, and to pay
interest on the unpaid principal amount owing hereunder, at the
rates and on the dates provided in the Credit Agreement.
The date, amount
of each Revolving Loan made by the Lender to the Borrower, and each
payment made on account of the principal thereof, shall be recorded
by the Lender on its books and, prior to any transfer of this Note,
endorsed by the Lender on the
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