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 LASALLE 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 THIRTY-SEVEN MILLION FIVE HUNDRED
THOUSAND AND NO/100 DOLLARS ($37,500,000.00) (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 any
suc
