REVOLVING NOTE
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 ONE HUNDRED SIXTY-TWO MILLION
FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($162,500,000.00) (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 schedule attached hereto or any continuation
thereof, provided that the failure of the Lender to make
