UNSECURED PROMISSORY NOTE (this “Note”)Unsecured Promissory Note • July 6th, 2007 • NNN Apartment REIT, Inc. • Real estate investment trusts
FOR VALUE RECEIVED, NNN Apartment REIT Holdings, L.P., a Virginia limited partnership (“Borrower”), unconditionally promises to pay NNN Realty Advisors, Inc., a Delaware corporation (“Lender”), in the manner and at the place hereinafter provided, the principal amount of Three Million Three Hundred Thousand Dollars ($3,300,000).
DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILINGDeed of Trust, Security Agreement and Fixture Filing • July 6th, 2007 • NNN Apartment REIT, Inc. • Real estate investment trusts • North Carolina
This Deed of Trust Security Agreement and Fixture Filing (this “Deed of Trust”) is made and given as of the 25th day of May, 2005, by BRAEMAR HOUSING LIMITED PARTNERSHIP, an Ohio limited partnership, as Grantor, whose address is 3103 Camden Drive, Troy, Michigan 48084 (the “Borrower”), to J. LINDSAY STRADLEY, JR., as Trustee, whose address is 945 East Paces Ferry Road, Suite 2700, Atlanta, Georgia 30326-1380 (together with his successors and assigns, the “Trustee”), for the benefit of TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY, an Iowa corporation, as Beneficiary, having an office c/o AEGON USA Realty Advisors, Inc., 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499-5443 (the “Lender”). The definitions of capitalized terms used in this Deed of Trust may be found either in Section 3 below, through the cross-references provided in that Section, or in Section 22 below.
Assignment and Subordination of Management AgreementAssignment and Subordination of Management Agreement • July 6th, 2007 • NNN Apartment REIT, Inc. • Real estate investment trusts
This Assignment and Subordination of Management Agreement (this “Assignment”) is made as of the 29th day of June, 2007, by and among APARTMENT REIT RESIDENCES AT BRAEMAR, LLC, a North Carolina limited liability company (“Borrower”), TRIPLE NET PROPERTIES REALTY, INC., a California corporation (“Triple Net” or “Manager”) and TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY, an Iowa corporation (“Lender”).
Secured Promissory NoteSecured Promissory Note • July 6th, 2007 • NNN Apartment REIT, Inc. • Real estate investment trusts
FOR VALUE RECEIVED, the undersigned, BRAEMAR HOUSING LIMITED PARTNERSHIP, an Ohio limited partnership, whose address is 3103 Camden Drive, Troy, Michigan 48084 (the “Borrower”), promises to pay Ten Million Dollars and No Cents ($10,000,000.00), together with interest according to the terms of this secured promissory note (this “Note”), to the order of TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY, an Iowa corporation (together with any future holder, the “Lender”), whose address is C/O AEGON USA Realty Advisors, Inc., 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499-5443. Capitalized terms used but not defined in this Note shall have the meanings assigned to them in the Deed of Trust, as defined in Section 12 below.
SPACE ABOVE THIS LINE FOR RECORDER 5 USE Absolute Assignment of Leases and RentsAbsolute Assignment of Leases and Rents • July 6th, 2007 • NNN Apartment REIT, Inc. • Real estate investment trusts • North Carolina
This Absolute Assignment of Leases and Rents (this “Assignment”) is made as of this 25th day of May, 2005, by BRAEMAR HOUSING LIMITED PARTNERSHIP, an Ohio limited partnership (the “Borrower”), whose address is 3103 Carnden Drive, Troy, Michigan 48084, in favor of TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY, an Iowa corporation (the “Lender”), whose address is c/o AEGON USA Realty Advisors, Inc., 4333 Edgewood Road, N.E., Cedar Rapids, Linn County, Iowa 52499-5443. The definitions of capitalized terms used in this Assignment and not defined above or in the recitals of Section 1 may be found in Section 2 below.
Supplemental Carveout Guarantee and Indemnity AgreementSupplemental Indemnity Agreement • July 6th, 2007 • NNN Apartment REIT, Inc. • Real estate investment trusts • North Carolina
This Supplemental Indemnity Agreement (this “Agreement”) is made as of the 29th day of June, 2007 (the “Effective Date”), by NNN APARTMENT REIT, INC., a Maryland corporation (“Carveout Obligor”), whose address is c/o Triple Net Properties, LLC, 1551 N. Tustin Ave., Suite 300, Santa Ana, California 92705, in favor of TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY, an Iowa corporation, and its successors and assigns (the “Lender”), whose address is c/o AEGON USA Realty Advisors, Inc., 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499-0001.
Loan Assumption and Modification AgreementLoan Assumption and Modification Agreement • July 6th, 2007 • NNN Apartment REIT, Inc. • Real estate investment trusts • North Carolina
THIS LOAN ASSUMPTION AND MODIFICATION AGREEMENT (the “Agreement”), is made and entered into effective as of the 29th day of June, 2007 (the “Effective Date”), by and between APARTMENT REIT RESIDENCES AT BRAEMAR, LLC, a North Carolina limited liability company (“Purchaser”), whose principal place of business is located at c/o Triple Net Properties, LLC, 1606 Santa Rosa Drive, Suite 109, Richmond, Virginia 23229, and TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY, an Iowa corporation (“Lender”), whose address is c/o AEGON USA Realty Advisors, Inc., 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499, and is joined in by BRAEMAR HOUSING LIMITED PARTNERSHIP, an Ohio limited partnership (“Seller”), having an office at 3103 Camden Drive, Troy, Michigan 48084 and by PHILLIP I. LEVIN, BRADLEY J. SCHRAM AND NORMAN A. PAPPAS (collectively, the “Original Carveout Obligor”), having an office at 3103 Camden Drive, Troy, Michigan 48084.
ASSIGNMENT AND ASSUMPTION OF REAL ESTATE PURCHASE AGREEMENTAssignment and Assumption of Purchase and Sale Agreement • July 6th, 2007 • NNN Apartment REIT, Inc. • Real estate investment trusts
This ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (“Assignment Agreement”) is made by and between TRIPLE NET PROPERTIES, LLC, a Virginia limited liability company (“Assignor”) and APARTMENT REIT RESIDENCES AT BRAEMAR, LLC, a Delaware limited liability company (“Assignee”) as of June 29, 2007 (“Effective Date”), with reference to the facts set forth below.
Supplemental Environmental Indemnity AgreementSupplemental Environmental Indemnity Agreement • July 6th, 2007 • NNN Apartment REIT, Inc. • Real estate investment trusts • North Carolina
This Supplemental Environmental Indemnity Agreement (this “Agreement”) is made as of the 29th day of June, 2007 (the “Effective Date”), by APARTMENT REIT RESIDENCES AT BRAEMAR, LLC, a North Carolina limited liability company (the “Borrower”), with its principal place of business at c/o Triple Net Properties, LLC, 1606 Santa Rosa Drive, Suite 109, Richmond, Virginia 23229, and NNN APARTMENT REIT, INC., a Maryland corporation (“Carveout Obligor”), whose address is c/o Triple Net Properties, LLC, 1551 N. Tustin Ave., Suite 300, Santa Ana, CA 92705, in favor of TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY, an Iowa corporation, and its successors and assigns (the “Lender”), whose address is c/o AEGON USA Realty Advisors, Inc., 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499-0001.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 6th, 2007 • NNN Apartment REIT, Inc. • Real estate investment trusts
