0001299933-06-007745 Sample Contracts

REVOLVING NOTE
Revolving Note • November 28th, 2006 • NNN Apartment REIT, Inc. • Real estate investment trusts

This Note is one of the Revolving Notes referred to in the Credit Agreement dated as of October 31, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower the financial institutions party thereto and their assignees under Section 12.5 thereof (the “Lenders”), the Agent, and the other parties thereto. Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Credit Agreement.

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 28th, 2006 • NNN Apartment REIT, Inc. • Real estate investment trusts • Georgia

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”) is dated as of the 22nd day of November, 2006, among NNN APARTMENT REIT HOLDINGS, L.P. (“Borrower”), NNN APARTMENT REIT, INC., APARTMENT REIT WALKER RANCH, LP and APARTMENT REIT WALKER RANCH GP, LLC (collectively, the “Guarantors”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent (the “Agent”), and the lenders a party hereto (collectively, the “Lenders”).

ASSIGNMENT AND ACCEPTANCE AGREEMENT
Assignment Agreement • November 28th, 2006 • NNN Apartment REIT, Inc. • Real estate investment trusts • Georgia

THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT dated as of November 22, 2006 (the “Agreement”) by and among WACHOVIA BANK, NATIONAL ASSOCIATION (the “Assignor”), LASALLE BANK NATIONAL ASSOCIATION (the “Assignee”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent (the “Agent”).

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