NOTE

NOTE

$6,000,000.00 June 30, 2011

FOR VALUE RECEIVED, the undersigned, OXFORD HAMPTON PARTNERS LLC, a Georgia limited liability company, hereby promises to pay to the order of TRAIL CREEK MEZZANINE LENDING, LLC, a Delaware limited liability company (“Lender”), in accordance with the terms of that certain Mezzanine Loan Agreement dated as of June 30, 2011, as from time to time in effect, among the undersigned and Lender (the “Loan Agreement”) to the extent not sooner paid, on or before the Maturity Date, the principal sum of SIX MILLION AND NO/100 DOLLARS ($6,000,000.00), or such amount as may be advanced by the payee hereof under the Loan Agreement, together with such additional principal from time to time outstanding under the Loan Agreement, with daily interest from the date hereof, computed as provided in the Loan Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Loan Agreement, and with interest on overdue principal and, to the extent permitted by applicable law, on overdue installments of interest and late charges at the rates provided in the Loan Agreement.  Interest shall be payable on the dates specified in the Loan Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof.  Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Loan Agreement.

Payments hereunder shall be made to Lender, c/o Preferred Apartment Communities, Inc., One Xxxxxxx Park, 0000 Xxxxxxxxxx Xxxx., Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, Attn:  Xxxxxxx X. Xxxxxxxxxxx, Esq., as provided in the Loan Agreement.

This Note is one of one or more Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Loan Agreement.  The principal of this Note may be due and payable in whole or in part prior to the Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Loan Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Loan Agreement.

Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Borrower and the Lender, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lender exceeds the maximum amount permissible under applicable law.  If, from any circumstance whatsoever, interest would otherwise be payable to the Lender in excess of the maximum lawful amount, the interest payable to the Lender shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the Lender shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Borrower and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Borrower, such excess shall be refunded to the undersigned Borrower.  All interest paid or agreed to be paid to the Lender shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Borrower (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law.  This paragraph shall control all agreements between the undersigned Borrower and the Lender.

In case an Event of Default shall occur, the entire principal amount of this Note plus all accrued and unpaid interest may become or be declared due and payable in the manner and with the effect provided in said Loan Agreement.

This Note shall be governed by and construed in accordance with the internal laws of the State of Georgia (without giving effect to the conflict of laws rules of any jurisdiction).

The undersigned maker and all guarantors and endorsers, hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Loan Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice.

IN WITNESS WHEREOF the undersigned has duly executed this Note under seal as of the day and year first above written.

	OXFORD HAMPTON PARTNERS LLC, a Georgia limited liability company
	By:	Oxford Hampton Holdings, LLC, a Georgia limited liability company, Its Managing Member
		By:	Oxford Hampton Development LLC, a Georgia limited liability company, Its Manager
			By:	/s/ X. Xxxxxx Xxxxx, Xx.	[Seal]
			Name:	X. Xxxxxx Xxxxx, Xx.
			Its:	Manager