CONSENT,
MODIFICATION, ASSUMPTION OF INDEMNITY OBLIGATIONS AND
RELEASE AGREEMENT


          THIS
CONSENT, ASSUMPTION OF INDEMNITY OBLIGATIONS AND RELEASE AGREEMENT is
entered into as of the ___ of ____________, 2004 (“Agreement”), by and
among JEFFERSON AT SUNSET VALLEY, L.P.,a Texas limited partnership (“Borrower”), JPI PORTFOLIO I GP1 LLC, a Texas limited liability company (“Existing
GP”), JPI PORTFOLIO I, L.P., a
Texas limited partnership(“Existing
LP” and collectively with the Existing GP, the “Existing Partners”),  JPI
INVESTMENT COMPANY, L.P.,a Texas limited partnership (the “Existing Indemnitor”), LASALLE BANK
NATIONAL ASSOCIATION (f/k/a LaSalle National Bank), as Trustee (“Trustee”)
under that certain Pooling and Servicing Agreement dated March 1, 1999 (“PSA”)
for Certificateholders of COMM 1999-1 Commercial Mortgage Pass-Through
Certificates (the “Lender”), ORIX CAPITAL MARKETS, LLC (f/k/a Banc One
Mortgage Capital Markets, L.P.), as Servicer pursuant to the PSA (“Servicer”),
MAC OF DELAWARE, INC., a Delaware corporation (“New GP”), MID-AMERICA APARTMENTS, L.P., a
Tennessee limited partnership (“New LP” and collectively with the New
GP, the “New Partners”) and MID-AMERICA APARTMENTS OF TEXAS, L.P., a
Texas limited partnership, MID-AMERICA APARTMENTS, L.P., a Tennessee
limited partnership, and MID-AMERICA APARTMENT COMMUNITIES, INC.,a Tennessee corporation (each a “New
Indemnitor” and collectively the “New Indemnitors”).


RECITALS


          The
Borrower is indebted to the Lender (as hereinafter defined) for a loan in the
original principal amount of $11,380,000.00 (the “Loan”), which is
evidenced by a Promissory Note dated as of September 28, 1998, in said
principal amount (the “Note”) payable by the Borrower to the order of
German American Capital Corporation, a Maryland corporation (“Original Lender”),
which Note is currently held by the Trustee for the benefit of Lender.  The Loan is secured by, among other things,
that certain Deed of Trust and Security Agreement dated as of September 28,
1998 (“Security Instrument”), from the Borrower to Original Lender as
assigned by that certain Assignment of Deed of Trust and Security Agreement
dated as of July 22, 1999, from Borrower to Trustee for the benefit of Lender,
encumbering certain improved real estate described in the Security Instrument
and located in Travis County, Texas (“Mortgaged Property”).


          The
Existing Partners and the New Partners have agreed that the Existing Partners
shall transfer and assign 100% of their partnership interests in the Borrower
to the New Partners.  Pursuant to
Section 6.3 of the Security Instrument, the Borrower, the Existing Partners,
the New Partners, the Existing Indemnitor and the New Indemnitors have
requested that the Lender (i) consent to the Existing Partners’ transfer and
assignment of 100% of their partnership interests in the Borrower to the New
Partners (“Interest Transfer”); (ii) release and discharge the Existing
Partners and the Existing Indemnitor from their obligations arising after the
date of this Agreement pursuant to the Note, the Security Instrument and all
other documents evidencing, securing, or otherwise relating to the Loan
(collectively, the “Loan Documents”); and (iii) agree to the execution
by the New Indemnitors of the that certain Guaranty (as defined hereinafter)
and that certain Environmental Indemnity Agreement (as defined hereinafter) (“Assumption”).  The Lender is willing to grant the foregoing
request, but only upon the terms and conditions set forth herein.








          NOW, THEREFORE, in consideration of Ten
Dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and to induce the Lender to
consent to the transactions and events described in the foregoing recitals, the
parties hereto agree as follows:

          1.     Consent and Release by the Lender.  In reliance upon and subject to the
representations, warranties, conditions, and covenants set forth herein, the
Lender hereby consents to the following:

	
   
	
            (a)     The
  absolute transfer and assignment by the Existing Partners of 100% of the
  partnership interests in the Borrower to the New Partners;

	
   
	
   

	
   
	
            (b)     The
  execution and delivery of that certain Assignment of Partnership Interests
  and amendment to the partnership agreement of the Borrower, dated as of
  _____________ (collectively, the “Amended Partnership Documents”);

	
   
	
   

	
   
	
            (d)     The
  release and discharge of the Existing Partners and the Existing Indemnitor
  from their obligations arising after the date hereof pursuant to the Note,
  the Security Instrument and all other Loan Documents, subject to the terms
  and conditions of this Agreement; and

	
   
	
   

	
   
	
            (e)     The
  execution by the New Indemnitors of the Guaranty and the Environmental Indemnity
  Agreement.




          Nothing
herein shall be construed or interpreted as the Lender’s consent to any
subsequent changes, sale, transfer, or encumbrance of any ownership interest in
the Borrower or the Mortgaged Property, and any such subsequent change, sale,
transfer, or encumbrance shall be governed by the provisions of Section 6.3 of
the Security Instrument, as amended.

          The
foregoing is not a waiver of any other requirement of the Loan and related Loan
Documents and applies only to the specific consent granted herein.  The granting of such consent and the
execution of this Agreement in no way obligates the Lender, the Servicer or any
subsequent holder of the Note, to grant any future consents or waivers nor does
it establish in any way a pattern or practice of dealing that the Borrower, the
Existing Partners, the Existing Indemnitor, the New Partners and the New
Indemnitors may rely upon in seeking any other consent or waiver.


          2.     Assumption by the New Partners and the New Indemnitors.  The New 
Partners hereby adopt, ratify and confirm as of the origination date of
the Loan all of the representations, warranties and covenants of the Existing
Partners under the Loan Documents (excluding the Original Guaranty [defined
hereinafter] and the Original Environmental Indmenity Agreement [defined
hereinafter]) as if the New Partners were the Existing Partners named therein
and jointly and severally assume all liability of the Existing Partners under
the Loan Documents.  

2







          New
Indemnitors have executed and delivered to the Lender that certain Limited
Indemnity Agreement dated of even date herewith (the “Guaranty”) and
that certain Environmental Indemnity Agreement dated of even date herewith (the
“Environmental Indemnity Agreement”).

          The
New Partners hereby assume and agree to be bound by, and to pay and perform,
all covenants, representations, warranties, and other obligations of the
Existing Partners relating to or arising from the Loan and the Loan Documents
(excluding the Original Guaranty and the Original Environmental Indemnity
Agreement) to which they are a party. 

          3.     Release of the Existing Partners and the Existing
Indemnitor.  In reliance upon
the representations, warranties, covenants, and agreements set forth herein,
and subject to the conditions precedent set forth in Section 4 below, the
Lender hereby releases and discharges the Existing Partners and the Existing
Indemnitor from any and all liabilities and obligations arising from or relating
to the Loan and the Loan Documents, provided that the Existing Partners or the
Existing Indemnitor are not released from any liability pursuant to (i) this
Agreement (except that they shall have no liability with respect to any
representation or warranty by New Partners or New Indemnitors) or (ii) the
provisions of the Limited Indemnity Agreement dated September 29, 1998 made by
the Existing Indemnitor for the benefit of the Original Lender (the “Original
Guaranty”), the Environmental Indemnity Agreement dated September 29, 1998
made by the Existing Indemnitor for the benefit of Original Lender (the “Original
Environmental Indemnity Agreement”), Section 4.1 of the Security Instrument
or Section 6(b)(i)-(ix) of the Note, in each case, for any liability that
relates to the period prior to the date hereof regardless of when any other
condition giving rise to any such liability thereunder is discovered.  If any material element of the
representations and warranties contained herein made by the Existing Partners
or the Existing Indemnitor is false as of the date of this Agreement or in the
event the Existing Partners or the Existing Indemnitor take or cause any other
party hereto (other than the Lender) to take any actions which are in
contradiction with the provisions of Paragraph 9 of this Agreement, then the
release set forth in this Paragraph 3 shall be deemed canceled effective as of
the date of this Agreement and the Existing Partner or the Existing Indemnitor
shall remain obligated under the Loan Documents as though there had been no
such release.

          4.     Conditions Precedent.  Notwithstanding anything to the contrary in
this Agreement, the Lender’s consent to the transfer of the partnership
interests and the other transactions described herein are subject to the
following conditions precedent:


	
   
	
            (a)     The
  due execution and delivery of this Agreement;

	
   
	
   

	
   
	
            (b)     The
  due execution and delivery by the New Partners and the New Indemnitors of the
  Guaranty and the Environmental Indemnity Agreement, each in substantially the
  same form as executed by the Existing Partners or the Existing Indemnitor in
  connection with the Loan;




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            (c)     Upon
  the closing of the Interest Transfer to the New Partners, the Borrower is in
  compliance with the provisions of Section 10.4 of the Security Instrument, as
  amended hereby, and Section 5.01 of the Credit Agreement dated as of
  September 28, 1998 between the Borrowers and the Original Lender (the “Credit
  Agreement”);

	
   
	
   

	
   
	
            (d)     The
  Lender shall have received such legal opinions as may be reasonably requested
  by the Lender in connection with the Interest Transfer, including an
  enforceability, authorization and organization legal opinion and a
  non-consolidation legal opinion; 

	
   
	
   

	
   
	
            (e)     The
  Existing Partners or the Existing Indemnitor pay the Lender, concurrently
  with the closing of the transfer of the Membership Interest, all
  out-of-pocket costs and expenses, including, without limitation, the
  transaction fee equal to 1.0% of the outstanding principal balance of the
  Loan, which is required to be paid by the Existing Partners or the Existing
  Indemnitor in consideration of the consent to the Interest Transfer and to
  the Assumption, reasonable attorneys’ fees incurred by the Lender in
  connection with the Interest Transfer and the consummation of the other
  transactions described herein (this paragraph does not affect any separate
  agreement concerning such fees and expenses between Existing Partners and New
  Partners);

	
   
	
   

	
   
	
            (f)     The
  Borrower shall have provided evidence satisfactory to the Lender that the
  Borrower has fully satisfied the existing mezzanine loan in the amount of
  $10,000,000.00 (the “Mezzanine Loan”), which Mezzanine Loan is secured
  by the beneficial interests in the Existing Partners; and

	
   
	
   

	
   
	
            (g)     The
  Borrower and Mid-America Apartments, L.P., a Tennessee limited partnership
  (the “Property Manager”) shall have executed and delivered that
  certain Assignment of Management Agreement, Consent and Agreement of Manager
  dated of even date herewith.




          5.     Representations and Warranties of the Existing GP and
the Existing Indemnitor.  As
an inducement for the Lender to grant the consent herein provided, the Existing
GP and the Existing Indemnitor represent and warrant to the Lender as follows:

	
   
	
            (a)     As
  of the date hereof, no Event of Default (as such term is defined in the
  Security Instrument), or to its knowledge, any event which with the giving of
  notice or lapse of time, or both, would constitute an Event of Default,
  exists under the Loan Documents;

	
   
	
   

	
   
	
            (b)     There
  are no setoffs, defenses, or counterclaims on the part of the Borrower to the
  payment or performance of the obligations under the Loan Documents.




4









	
   
	
            (c)     They
  do not have any knowledge that any of the representations, warranties and
  certifications made by the Borrower in paragraph 7 below are not true and
  correct.  

	
   
	
   

	
   
	
            The
  Existing GP or the Existing Indemnitor understand and intend that the Lender
  will rely on the representations and warranties contained in this paragraph
  5.




          6.     Representations and Warranties of the Borrower, New GP
or the New Indemnitors.  As
an inducement for the Lender to grant the consent herein provided, the New GP
and the New Indemnitors represent and warrant to the Lender as follows:

	
   
	
            (a)     Upon
  the closing of the Interest Transfer, the representations and warranties
  contained in the Loan Documents shall be true and correct;

	
   
	
   

	
   
	
            (b)     The
  New GP is a corporation duly formed, validly existing, and in good standing
  under the laws of the State of Delaware and is qualified to do business in
  the state of Texas, and the New LP is a limited partnership duly formed, validly
  existing and in good standing under the laws of the State of Tennessee; and

	
   
	
   

	
   
	
            (c)     All
  financial statements of the New Partners and the New Indemnitors heretofore
  given and hereafter to be given to the Lender are and will be true and complete
  in all respects as of their respective dates and prepared in accordance with
  generally accepted accounting principles consistently applied, and fairly
  represent the financial conditions of the business or persons to which they
  pertain, and no materially adverse change has occurred in the financial
  conditions reflected therein since the respective dates thereof.

	
   
	
   

	
   
	
            (d)     The
  financial statements of the New Indemnitors furnished to the Lender pursuant
  to the request for consent to the Interest Transfer reflect in each case a
  positive net worth as of the date thereof. 
  The financial condition of the New Indemnitors has not significantly
  deteriorated from that reflected in the most recently provided financial
  statements.  

	
   
	
   

	
   
	
            (e)     The
  financial statements of the Borrower (and those of its principals) furnished
  to the Lender pursuant to the request for consent to the Interest Transfer
  and the Assumption, reflect in each case a positive net worth as of the date
  thereof.

	
   
	
   

	
   
	
            (f)     After
  the Interest Transfer and the Assumption, New GP will cause  Borrower to have sufficient working
  capital, including cash flow from the Mortgaged Property, not only to
  adequately maintain the Mortgaged Property, but also to pay all of the
  Borrower’s outstanding debts as they come due.  All closing funds are contributed as a capital contribution and
  are not secured, directly or indirectly, by an interest in the Borrower or
  any other collateral assigned to the Lender.




5











	
   
	
            They
  do not have any knowledge that any of the representations, warranties and
  certifications made by the Borrower in paragraph 7 below are not true and
  correct.  




          The
New GP and the New Indemnitors agree that the foregoing representations and
warranties shall be binding upon the New GP and the New Indemnitors and that
the falsity or inaccuracy of any of the foregoing representations and
warranties in any material respect shall constitute an “Event of Default”
pursuant to the Security Instrument and the other Loan Documents that arises
after the date of this Agreement.

          7.     Representations of the Borrower.  The Borrower acknowledges, represents,
certifies and warrants to the Lender as of the date of this Agreement that:

	
   
	
            (a)  As
  of October 29, 2004, the Note has an unpaid principal balance as of the date
  of this Agreement, of $10,668,026.28 and prior to default bears interest at
  the rate of 6.9825% per annum, subject to adjustment as set forth in the
  Security Instrument. There is presently a balance of $375,755.04 in the tax
  escrow account, a balance of $0.00 in the insurance escrow account, a balance
  of $20,658.03 in the replacement reserves escrow account, and a balance of
  $37,526.32 in the reserves escrow account, maintained by the Lender in
  connection with the Loan.  

	
   
	
   

	
   
	
            (b)  The
  Note requires that monthly payments of principal and interest in the amount
  of $77,133.43 be made on or before the first day of each month, continuing to
  September 28, 2008, the Maturity Date (as such term is defined in the Note),
  at which time the balance of said principal sum and all accrued but unpaid
  interest shall be due and payable, pursuant to the terms and conditions of
  the Security Instrument.

	
   
	
   

	
   
	
            (c)  The
  Security Instrument is a valid first lien on the Mortgaged Property for the
  full unpaid principal amount of the Loan and all other amounts as stated in
  the Loan Documents.

	
   
	
   

	
   
	
            (d)  There
  are no defenses, offsets or counterclaims to the Note, the Security Instrument
  or the other Loan Documents.

	
   
	
   

	
   
	
            (e)  There
  are no defaults by the Borrower under the provisions of the Note, the
  Security Instrument or the other Loan Documents, nor are there any conditions
  which with the giving of notice or the passage of time or both may constitute
  a default by the Borrower under the provisions of the Note, the Security
  Instrument or the other Loan Documents.

	
   
	
   

	
   
	
            (f)  All
  provisions of the Note, the Security Instrument and the other Loan Documents
  are valid, in full force and effect and enforceable in accordance with their
  terms.

	
   
	
   

	
   
	
            (g)  Except
  Permitted Encumbrances and other matters permitted by the Security
  Instrument, there are no subordinate liens of any kind covering or relating
  to the Mortgaged Property, nor are there any recorded mechanics liens or
  liens for unpaid taxes or assessments encumbering the Mortgaged Property, nor
  has notice of a lien or notice of intent to file a lien been received that
  has not been resolved.  There are not
  presently pending any special assessments against the Mortgaged Property or
  any part thereof.




6










	
   
	
            (h)  Except
  as set forth in the Disclosure Schedule (as defined in the Security
  Instrument) attached to the Security Instrument, the Mortgaged Property and
  the Improvements (as defined in the Security Instrument) and the current
  intended use thereof by Borrower comply in all material respects with all
  applicable restrictive covenants, zoning ordinances, subdivision and building
  codes, flood disaster laws, health and environmental laws and regulations and
  all other ordinances, orders or requirements issued by any state, federal or
  municipal authorities having or claiming jurisdiction over the Mortgaged
  Property.  The Mortgaged Property and
  Improvements do not require any rights over, or restrictions against, other
  property in order to comply with any of the aforesaid governmental
  ordinances, orders or requirements other than those easements in place and
  insured by the title insurance policy delivered to Original Lender on the
  origination date of the Loan. 
  Borrower possess all franchises, patents, copyrights, trademarks,
  trade names, licenses and permits (the “Licenses”) necessary for the
  conduct of its business substantially as now conducted, all fees due and payable
  in connection with such Licenses have been paid and Borrower’s operation of
  the Mortgaged Property complies with such Licenses.

	
   
	
   

	
   
	
            (i)  As
  of the date of this Agreement, the Mortgaged Property is free from unrepaired
  damage caused by fire, flood, accident or other casualty; all insurance
  required by the terms of the Security Instrument is in full force and effect
  and none of the premiums payable therefore have been, nor at any time in the
  future will be financed.

	
   
	
   

	
   
	
            (j)  The
  Borrower has furnished to the Lender all insurance policies and certificates
  required pursuant to the Loan Documents.

	
   
	
   

	
   
	
            (k)  No
  bankruptcy, reorganization or insolvency proceedings are pending or
  contemplated either by Borrower or, to the best knowledge of Borrower,
  against Borrower (or, if Borrower is a partnership or a limited liability
  company, any of its general partners or members) or by or against any
  endorser or cosigner of the Note or any portion of the Obligations (as
  defined in the Security Instrument), or any guarantor or indemnitor under any
  guaranty or indemnity agreement executed in connection with the Note or the
  loan evidenced thereby and secured by the Security Instrument.

	
   
	
   

	
   
	
            (l)  As
  of the date of this Agreement, no part of the Mortgaged Property or the
  Improvements has been taken in a condemnation, eminent domain or like
  proceeding nor is any such proceeding pending or, to Borrower’s knowledge and
  belief, threatened or contemplated.

	
   
	
   

	
   
	
            (m)  No
  person, party, firm or corporation has any possessory interest in the
  Mortgaged Property or right to occupy the same except under and pursuant to
  the provisions of any existing leases by and between tenants and the
  Borrower.  To the knowledge or
  Borrower, true and complete copies of all such leases have been previously
  disclosed to the Original Lender and/or the Lender.




7








	
   
	
            (n)     The
  Borrower does not own any real property or assets other than the Mortgaged
  Property and does not operate any business other than the management and
  operation of the Mortgaged Property. 

	
   
	
   

	
   
	
            (o)     The
  Borrower has filed all federal, state, county and municipal tax returns
  required to have been filed by the Borrower.

	
   
	
   

	
   
	
            (p)     Except
  as set forth in the Disclosure Schedule attached to the Security Instrument,
  there are no judicial, administrative, mediation or arbitration actions,
  suits or proceedings pending or, to the best of Borrower’s knowledge,
  threatened against or affecting Borrower (or, if Borrower is a partnership or
  a limited liability company, any of its general partners or members) or the
  Mortgaged Property which, if adversely determined, would materially impair
  either the Mortgaged Property or Borrower’s ability to perform the covenants
  or obligations required to be performed under the Loan Documents. 

	
   
	
   

	
   
	
            (q)     Schedule
  1 attached hereto accurately describes all of the agreements memorializing
  any rights or obligations of Lender or the Borrower with respect to the Loan,
  and none of such agreements have been modified or terminated except as set
  forth in the documents described in Schedule 1. 




The Borrower understands and intends that the Lender will rely upon the
acknowledgments, representations, certifications and warranties contained
herein. 

          8.          Lender Acknowledgment. Lender represents
and warrants to New Partners and Existing Partners as of the date of this
Agreement, that Lender has no actual direct knowledge that any of the
acknowledgments, representations and warranties made by Borrower in paragraphs
7(a) and 7(b) above are not true and correct. However, Lender is not waiving
and does not hereby waive any existing defaults if any in fact exist and
nothing herein is intended to be nor shall it be construed to be a waiver of
any existing defaults, material or immaterial, which may in fact exist. New
Partners acknowledge and agree that the a breach of the acknowledgements,
representations and warranties made by Borrower shall not in any way constitute
a defense or give rise to any defense or right of offset, abatement, diminution
or rescission as between Lender and New Partners. As used in this paragraph,
“actual knowledge” means the actual state of mind of the person or persons
directly responsible for the processing of the Borrower’s request for consent
to the Interest Transfer and does not include any implied, constructive or imputed
knowledge. 


8










          9.          COMPLETE RELEASE. 
THE BORROWER, THE EXISTING GENERAL PARTNER, THE EXISTING LIMITED
PARTNER, THE EXISTING INDEMNITORS, THE NEW GENERAL PARTNER, THE NEW LIMITED
PARTNER AND THE NEW INDEMNITORS HEREBY JOINTLY AND SEVERALLY, UNCONDITIONALLY
AND IRREVOCABLY RELEASE AND FOREVER DISCHARGE ORIGINAL LENDER, THE LENDER AND
THE SERVICER, AND THEIR RESPECTIVE SUCCESSORS, ASSIGNS, AGENTS, DIRECTORS,
OFFICERS, EMPLOYEES, AND ATTORNEYS, AND EACH CURRENT OR SUBSTITUTE TRUSTEE, IF
ANY, UNDER THE SECURITY INSTRUMENT (COLLECTIVELY, THE “INDEMNITEES”) FROM ALL
CLAIMS, AS DEFINED BELOW.  THE BORROWER,
THE EXISTING GENERAL PARTNER, THE EXISTING LIMITED PARTNER AND THE EXISTING
INDEMNITORS JOINTLY AND SEVERALLY AGREE TO INDEMNIFY INDEMNITEES, AND DEFEND
AND HOLD THEM HARMLESS FROM ANY AND ALL CLAIMS, LOSSES, CAUSES OF ACTION, COSTS
AND EXPENSES OF EVERY KIND OR CHARACTER INCURRED BY OR ASSERTED AGAINST
INDEMNITEES IN CONNECTION WITH THE CLAIMS, THE 
INTEREST TRANSFER AND ASSUMPTION OR THE BREACH BY THE BORROWER, THE
EXISTING GENERAL PARTNER, THE EXISTING LIMITED PARTNER OR THE EXISTING
INDEMNITORS OF THE LOAN DOCUMENTS, AS AMENDED HEREIN, BUT ONLY TO THE EXTENT
THAT SUCH CLAIMS, LOSSES, CAUSES OF ACTION, COSTS AND EXPENSES ARISE OUT OF OR
ARE IN ANY WAY CONNECTED WITH OR RESULT FROM THE ACTS, ACTIONS OR OMISSIONS OF
THE BORROWER (ARISING PRIOR TO THE DATE HEREOF), THE EXISTING GENERAL PARTNER,
THE EXISTING LIMITED PARTNER OR THE EXISTING INDEMNITORS AND TO THE EXTENT THE
BORROWER, THE EXISTING GENERAL PARTNER, THE EXISTING LIMITED PARTNER AND
EXISTING INDEMNITORS ARE LIABLE UNDER THE LOAN DOCUMENTS, AS AMENDED BY THIS
AGREEMENT.  THE BORROWER, THE NEW
GENERAL PARTNER, THE NEW LIMITED PARTNER AND THE NEW INDEMNITORS JOINTLY AND
SEVERALLY AGREE TO INDEMNIFY INDEMNITEES, AND DEFEND AND HOLD THEM HARMLESS
FROM ANY AND ALL CLAIMS, LOSSES, CAUSES OF ACTION, COSTS AND EXPENSES OF EVERY
KIND OR CHARACTER INCURRED BY OR ASSERTED AGAINST THE INDEMNITEES IN CONNECTION
WITH THE CLAIMS, THE INTEREST TRANSFER AND THE ASSUMPTION OR THE BREACH BY THE
BORROWER, THE NEW GENERAL PARTNER, THE NEW LIMITED PARTNER OR THE NEW
INDEMNITORS OF THE LOAN DOCUMENTS, AS AMENDED HEREIN, BUT ONLY TO THE EXTENT
THAT SUCH CLAIMS, LOSSES, CAUSES OF ACTION, COSTS AND EXPENSES ARISE OUT OF OR
ARE IN ANY WAY CONNECTED WITH OR RESULT FROM THE ACTS, ACTIONS OR OMISSIONS OF
THE BORROWER (ARISING ON OR AFTER THE DATE HEREOF), THE NEW GENERAL PARTNER,
THE NEW LIMITED PARTNER OR THE NEW INDEMNITORS AND TO THE EXTENT THE BORROWER,
THE NEW GENERAL PARTNER, THE NEW LIMITED PARTNER AND NEW INDEMNITORS ARE LIABLE
UNDER THE LOAN DOCUMENTS.

9











AS USED IN THIS AGREEMENT, THE TERM “CLAIMS”
SHALL MEAN ANY AND ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, FEES, COSTS, EXPENSES
AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, AT LAW OR IN EQUITY, ORIGINATING
IN WHOLE OR IN PART, ON OR BEFORE THE DATE OF THIS AGREEMENT, WHICH THE
BORROWER, THE EXISTING GENERAL PARTNER, THE EXISTING LIMITED PARTNER, THE
EXISTING INDEMNITORS, THE NEW GENERAL PARTNER, THE NEW LIMITED PARTNER AND THE
NEW INDEMNITORS, OR ANY OF THEIR RESPECTIVE PARTNERS, LIMITED PARTNERS,
MEMBERS, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS OR EMPLOYEES, MAY NOW OR
HEREAFTER HAVE AGAINST THE INDEMNITEES, AND IRRESPECTIVE OF WHETHER ANY SUCH
CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAWS, OR REGULATIONS, OR
OTHERWISE, ARISING OUT OF OR RELATING TO THE LOAN OR ANY OF THE LOAN DOCUMENTS,
INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING,
RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL
RATE APPLICABLE THERETO AND ANY LOSS, COST OR DAMAGE, OF ANY KIND OR CHARACTER,
ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR IN ANY WAY RESULTING FROM THE
ACTS, ACTIONS OR OMISSIONS OF INDEMNITEES, INCLUDING ANY REQUIREMENT THAT THE
LOAN DOCUMENTS BE MODIFIED AS A CONDITION TO THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT, ANY CHARGING, COLLECTING OR CONTRACTING FOR PREPAYMENT
PREMIUMS, TRANSFER FEES, OR ASSUMPTION FEES, ANY BREACH OF FIDUCIARY
COMMITMENT, UNDUE INFLUENCE, DURESS, ECONOMIC COERCION, VIOLATION OF ANY
FEDERAL OR STATE SECURITIES OR BLUE SKY LAWS OR REGULATIONS, CONFLICT OF
INTEREST, BAD FAITH, MALPRACTICE, VIOLATIONS OF THE RACKETEER INFLUENCED AND
CORRUPT ORGANIZATIONS ACT, INTENTIONAL OR NEGLIGENT INFLICTION OF MENTAL OR
EMOTIONAL DISTRESS, TORTIOUS INTERFERENCE WITH CONTRACTUAL RELATIONS, TORTIOUS,
INTERFERENCE WITH CORPORATE GOVERNANCE OR PROSPECTIVE BUSINESS ADVANTAGE,
BREACH OF CONTRACT, DECEPTIVE TRADE PRACTICES, LIBEL, SLANDER, CONSPIRACY OR
ANY CLAIM FOR WRONGFULLY ACCELERATING THE NOTE OR WRONGFULLY ATTEMPTING TO
FORECLOSE ON ANY COLLATERAL RELATING TO THE NOTE BUT IN EACH CASE ONLY TO THE
EXTENT PERMITTED BY APPLICABLE LAW.  THE
BORROWER, THE EXISTING GENERAL PARTNER, THE EXISTING LIMITED PARTNER, THE
EXISTING INDEMNITORS, THE NEW GENERAL PARTNER, THE NEW LIMITED PARTNER AND THE
NEW INDEMNITORS  AGREE THAT THE LENDER
HAS NO FIDUCIARY OR SIMILAR OBLIGATIONS TO ANY OF SUCH PARTIES AND THAT THEIR
RELATIONSHIP IS STRICTLY THAT OF CREDITOR AND DEBTOR.  THIS RELEASE IS ACCEPTED BY THE LENDER PURSUANT TO THIS AGREEMENT
AND SHALL NOT BE CONSTRUED AS AN ADMISSION OF LIABILITY ON THE PART OF ANY
PARTY HERETO.  EACH OF THE BORROWER, THE
EXISTING GENERAL PARTNER, THE EXISTING LIMITED PARTNER, THE EXISTING INDEMNITORS,
THE NEW GENERAL PARTNER, THE NEW LIMITED PARTNER AND THE NEW INDEMNITORS HEREBY
REPRESENTS AND WARRANTS THAT IT IS THE CURRENT LEGAL AND BENEFICIAL OWNER OF
ITS RESPECTIVE CLAIMS, IF ANY, RELEASED BY IT HEREBY AND HAS NOT ASSIGNED,
PLEDGED OR CONTRACTED TO ASSIGN OR PLEDGE ANY SUCH CLAIMS TO ANY OTHER PERSON. 


10











          10.          No Novation. The execution and delivery of
this Agreement and the other documents required herein will not be interpreted
or construed as, and in fact does not constitute, a novation, payment, or
satisfaction of all or any portion of the Loan or any other obligations
pursuant to the Loan Documents.  The
Loan will continue to be secured by the Security Instrument and the other Loan
Documents, without change in nature, amount, or priority. 

          11.          Counterparts.  This
Agreement may be executed in multiple counterparts and using multiple signature
pages, and shall be binding and enforceable at such time as each party has
executed and delivered a counterpart of this Agreement.  The signature of any party to a counterpart
of this Agreement shall bind such party to the same extent as if all parties
executed a single original hereof. 

          12.          Interpretation. 
No provision of this Agreement shall be construed against or
interpreted to the disadvantage of any party to this Agreement by any court or
other governmental or judicial authority by reason of such party’s having or
being deemed to have structured or dictated such provision. 

          13.          Governing Law. 
This Agreement shall be construed according to and governed
by the laws of the jurisdiction(s) which are specified by the Security
Instrument.  In the event the Security
Instrument does not specifically state what jurisdictions laws govern, this
Agreement shall be construed according to and governed by the laws in which the
Mortgaged Property is located without regard to its conflicts of law
principles. 

          14.          Consent Not A Waiver of Any Other Rights.  This Agreement and the consent evidenced
hereby do not waive any rights under applicable laws and regulations and under
the Security Instrument with respect to any condition or provision other than
the Interest Transfer and the Assumption. 
This Agreement is not a waiver of any other requirement of the Loan and
related documents and applies only to the specific consent and releases granted
herein.  The granting of such consent
and releases and the execution of this Agreement in no way obligates the
Lender, the Servicer or any subsequent holder of the Note, to grant any future
consents or waivers nor does it establish in any way a pattern or practice of
dealing that the Borrower, the Existing General Partner, the Existing Limited
Partner, the Existing Indemnitors, the New General Partner, the New Limited
Partner and the New Indemnitors may rely upon in seeking any other consent or
waiver. 

          15.          Amendment of Security Instrument.  Section 6.3 of the Security Instrument is hereby amended by
deleting all references to permitted transfers of interests among affiliates of
the Borrower and by deleting Section 6.3(b)(iv).  All other provisions of the Security
Instrument shall remain in full force and effect following the
Interest Transfer. 


[THE REMAINDER OF THIS PAGE WAS LEFT BLANK
INTENTIONALLY]

11









          IN
WITNESS WHEREOF, the parties have executed this
Agreement on the day and year first above written, with the intention that this
Agreement take effect as an instrument under seal. 


	
   
	
  BORROWER: 

	
   
	
   

	
   
	
  JEFFERSON AT
  SUNSET VALLEY, L.P.,
a Texas limited partnership 

	
   
	
   

	
   
	
   
	
  By: 
	
  JPI
  Portfolio I GP1 LLC, a
Texas limited liability company,
its general partner

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   

	
   
	
   
	
  By: 
	
   

	
   
	
   
	
   
	
  

	
   
	
   
	
  Name: 
	
   

	
   
	
   
	
   
	
    

	
   
	
   
	
  Title: 
	
   

	
   
	
   
	
   
	
    





STATE of ___________ 


COUNTY of ___________ 

BEFORE ME, _________________ on this day personally appeared
______________, known to me (or proved to me on the oath of
___________________) to be the person whose name is subscribed to the foregoing
instrument and acknowledged to me that he/she executed the same for the
purposes and consideration therein expressed..

          (SEAL)
Given under my hand and seal of office ____ day of ___________, A.D., 2004. 



	
   
	
  

  
	
   
	
  Notary
  Public

	
   
	
  My
  Commission Expires:

	
   
	
   
	
  

  



[SIGNATURES CONTINUED ON NEXT PAGE]









	
   
	
  EXISTING GENERAL PARTNER: 

	
   
	
   

	
   
	
  JPI
  PORTFOLIO I GP1 LLC, a Texas
limited liability company 

	
   
	
   

	
   
	
   
	
  By: 
	
  Carmil
  Capital Corporation, a
Texas corporation, its sole
member 

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   

	
   
	
   
	
  By: 
	
   

	
   
	
   
	
   
	
  

	
   
	
   
	
  Name: 
	
   

	
   
	
   
	
   
	
  

	
   
	
   
	
  Title: 
	
   

	
   
	
   
	
   
	
  




STATE of ___________ 

COUNTY of ___________ 


BEFORE ME, _________________ on this day personally appeared
______________, known to me (or proved to me on the oath of
___________________) to be the person whose name is subscribed to the foregoing
instrument and acknowledged to me that he/she executed the same for the
purposes and consideration therein expressed.. 

          (SEAL)
Given under my hand and seal of office ____ day of ___________, A.D., 2004. 





	
   
	
  



  
	
   
	
  Notary
  Public 

	
   
	
  My
  Commission Expires:

	
   
	
   
	
  




[SIGNATURES CONTINUED ON NEXT PAGE]










	
   
	
  EXISTING LIMITED PARTNER: 

	
   
	
   

	
   
	
  JPI
  PORTFOLIO I, L.P., a Texas limited
partnership 

	
   
	
   

	
   
	
   
	
  By: 
	
  JPI
  Portfolio I GP2 LLC, a
Texas limited liability company,
its general partner 

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   

	
   
	
   
	
  By: 
	
   

	
   
	
   
	
   
	
  

	
   
	
   
	
  Name: 
	
   

	
   
	
   
	
   
	
  

	
   
	
   
	
  Title: 
	
   

	
   
	
   
	
   
	
  




STATE of ___________ 

COUNTY of ___________ 


BEFORE ME, _________________ on this day personally appeared
______________, known to me (or proved to me on the oath of
___________________) to be the person whose name is subscribed to the foregoing
instrument and acknowledged to me that he/she executed the same for the
purposes and consideration therein expressed.. 

          (SEAL)
Given under my hand and seal of office ____ day of ___________, A.D., 2004. 



	
   
	
  


  
	
   
	
  Notary
  Public 

	
   
	
  My
  Commission Expires:

	
   
	
   
	
  





[SIGNATURES CONTINUED ON NEXT PAGE]











	
   
	
  EXISTING INDEMNITOR:

	
   
	
   

	
   
	
  JPI INVESTMENT COMPANY, L.P., a 

  Texas limited partnership

	
   
	
   

	
   
	
   
	
  By:
	
  JPI Multifamily Investments, 

  L.P., a Delaware limited 

  partnership, its general partner

	
   
	
   
	
   

	
   
	
   
	
  By:
	
  New GP LLC, a Delaware 

  limited liability company, 

  its general partner

	
   
	
   
	
   

	
   
	
   
	
   

	
   
	
   
	
  By:

	
   
	
   
	
  



  	
   

	
   
	
   
	
  Name:

	
   
	
   
	
  



  	
   

	
   
	
   
	
  Title:

	
   
	
   
	
  



  	
   

	
   
	
   

	
  STATE of
	
   

	
   
	
  



  	
   
	
   

	
  COUNTY of
	
   
	
   

	
   
	
  



  	
   
	
   

												



BEFORE ME,
_________________ on this day personally appeared ______________, known to me
(or proved to me on the oath of ___________________) to be the person whose
name is subscribed to the foregoing instrument and acknowledged to me that
he/she executed the same for the purposes and consideration therein expressed..

          (SEAL)
Given under my hand and seal of office ____ day of ___________, A.D., 2004.



	
   
	
  



  
	
   
	
  Notary Public

	
   
	
  My Commission Expires:

	
   
	
   
	
  



  



[SIGNATURES
CONTINUED ON NEXT PAGE]











	
   
	
  NEW GP:

	
   
	
   

	
   
	
  MAC of Delaware, Inc., a Delaware

  corporation

	
   
	
   

	
   
	
  By:

	
   
	
   
	
  



  
	
   
	
  Name: John A. Good

	
   
	
  Title: 
  Assistant Secretary

	
   
	
   

	
  STATE of Tennessee
	
   

	
   
	
   

	
  COUNTY of Shelby
	
   
	
   

				



BEFORE ME,
_________________ on this day personally appeared John A. Good, known to me (or
proved to me on the oath of ___________________) to be the person whose name is
subscribed to the foregoing instrument and acknowledged to me that he executed
the same for the purposes and consideration therein expressed.

          (SEAL)
Given under my hand and seal of office ____ day of ___________, A.D., 2004.



	
   
	
  



  
	
   
	
  Notary Public

	
   
	
  My Commission Expires:

	
   
	
   
	
  



  



[SIGNATURES
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  NEW
  LP:

	
   
	
   

	
   
	
  MID-AMERICA APARTMENTS, L.P., a 

  Tennessee limited partnership

	
   
	
   

	
   
	
   
	
  By:
	
  Mid-America Apartment Communities, 

  Inc., a Tennessee corporation, 

  its general partner

	
   
	
   
	
   

	
   
	
   
	
  By:

	
   
	
   
	
  



  	
   

	
   
	
           Name:  Simon
  R.C. Wadsworth

	
   
	
           Title:  Chief
  Financial Officer and Executive 

           Vice President

	
   
	
   

	
  STATE of Tennessee
	
   

	
   
	
   

	
  COUNTY of Shelby
	
   
	
   

						



BEFORE ME,
_________________ on this day personally appeared Simon R.C. Wadsworth, known
to me (or proved to me on the oath of ___________________) to be the person
whose name is subscribed to the foregoing instrument and acknowledged to me
that he/she executed the same for the purposes and consideration therein
expressed..

          (SEAL)
Given under my hand and seal of office ____ day of ___________, A.D., 2004.



	
   
	
  



  
	
   
	
  Notary Public

	
   
	
  My Commission Expires:

	
   
	
   
	
  



  



[SIGNATURES
CONTINUED ON NEXT PAGE]











	
   
	
  NEW INDEMNITOR:

	
   
	
   

	
   
	
  MID-AMERICA APARTMENTS OF TEXAS,

  L.P., a Texas limited partnership

	
   
	
   

	
   
	
   
	
  By:
	
  MAC of Delaware, Inc., a Delaware 

  corporation, its general partner

	
   
	
   
	
   

	
   
	
   
	
  By:

	
   
	
   
	
  



  	
   

	
   
	
        Name:  John
  A. Good

	
   
	
        Title: 
  Assistant Secretary

	
   
	
   

	
  STATE of Tennessee
	
   

	
   
	
   

	
  COUNTY of Shelby
	
   
	
   

							



BEFORE ME,
_________________ on this day personally appeared John A. Good, known to me (or
proved to me on the oath of ___________________) to be the person whose name is
subscribed to the foregoing instrument and acknowledged to me that he executed
the same for the purposes and consideration therein expressed.

          (SEAL)
Given under my hand and seal of office ____ day of ___________, A.D., 2004.



	
   
	
  



  
	
   
	
  Notary Public

	
   
	
  My Commission Expires:

	
   
	
   
	
  



  



[SIGNATURES
CONTINUED ON NEXT PAGE]











	
   
	
  NEW INDEMNITOR:

	
   
	
   

	
   
	
  MID-AMERICA APARTMENTS, L.P., a 

  Tennessee limited partnership

	
   
	
   

	
   
	
   
	
  By:
	
  Mid-America Apartment Communities, 

  Inc., a Tennessee corporation, 

  its general partner

	
   
	
   
	
   

	
   
	
   
	
   

	
   
	
   
	
  By:

	
   
	
   
	
  



  
	
   
	
       Name:  Simon
  R. C. Wadsworth

	
   
	
       Title:
	
  Chief Financial Officer and 

  Executive Vice President

	
   
	
   

	
  STATE of Tennessee
	
   

	
   
	
   

	
  COUNTY of Shelby
	
   
	
   

						



BEFORE ME,
_________________ on this day personally appeared Simon R.C. Wadsworth, known
to me (or proved to me on the oath of ___________________) to be the person
whose name is subscribed to the foregoing instrument and acknowledged to me
that he executed the same for the purposes and consideration therein expressed.

          (SEAL)
Given under my hand and seal of office ____ day of ___________, A.D., 2004.



	
   
	
  



  
	
   
	
  Notary Public

	
   
	
  My Commission Expires:

	
   
	
   
	
  



  



[SIGNATURES
CONTINUED ON NEXT PAGE]











	
   
	
  NEW INDEMNITOR:

	
   
	
   

	
   
	
  MID-AMERICA APARTMENT COMMUNITIES, 

  INC., a Tennessee corporation

	
   
	
   

	
   
	
  By:

	
   
	
   
	
  



  
	
   
	
  Name:  Simon
  R. C. Wadsworth

	
   
	
  Title:
	
  Chief Financial Officer and 

  Executive Vice President

	
   
	
   

	
  STATE of Tennessee
	
   

	
   
	
   

	
  COUNTY of Shelby
	
   
	
   

					



BEFORE ME,
_________________ on this day personally appeared Simon R.C. Wadsworth, known
to me (or proved to me on the oath of ___________________) to be the person
whose name is subscribed to the foregoing instrument and acknowledged to me
that he/she executed the same for the purposes and consideration therein
expressed..

          (SEAL)
Given under my hand and seal of office ____ day of ___________, A.D., 2004.



	
   
	
  



  
	
   
	
  Notary Public

	
   
	
  My Commission Expires:

	
   
	
   
	
  



  



[SIGNATURES
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  LENDER:

	
   
	
   

	
   
	
  LaSalle Bank National Association (f/k/a LaSalle 

  National Bank), as Trustee under that certain 

  Pooling and Servicing Agreement (the “PSA”) for

  Certificateholders of COMM 1999-1 Commercial 

  Mortgage Pass-Through Certificates

	
   
	
   

	
   
	
   
	
  By:
	
  ORIX Capital Markets, LLC (f/k/a 

  Banc One Mortgage Capital 

  Markets, LLC),  as Servicer pursuant 

  to the PSA

	
   
	
   

	
   
	
  By:
	 

	
   
	
   
	
  



  	 

	
   
	
  Name:
	
   
	 

	
   
	
   
	
  



  	 

	
   
	
  Title:
	
   
	 

	
   
	
   
	
  



  	 

	
   
	
   

	
  STATE of _______________
	
   

	
   
	
   

	
  COUNTY of  _______________
	
   
	
   

							



BEFORE ME,
_________________ on this day personally appeared ______________, known to me
(or proved to me on the oath of ___________________) to be the person whose
name is subscribed to the foregoing instrument and acknowledged to me that
he/she executed the same for the purposes and consideration therein expressed..

          (SEAL)
Given under my hand and seal of office ____ day of ___________, A.D., 2004.



	
   
	
  



  
	
   
	
  Notary Public

	
   
	
  My Commission Expires:

	
   
	
   
	
  



  














SCHEDULE 1

LOAN DOCUMENT SCHEDULE

	
  1.
	
  Promissory Note dated September 28, 1998 made by the
  Original Borrower and payable to the Original Lender, in the stated principal
  amount of $11,380,000.00  (together
  with all addenda, modifications, amendments, riders, exhibits and supplements
  thereto, the “Note”).

	
   
	
   

	
  2.
	
  Deed of Trust and Security Agreement dated September
  28, 1998 made by the Original Borrower for the benefit of the Original Lender
  (together with all addenda, modifications, amendments, riders, exhibits and
  supplements thereto, the “Security Instrument”) recorded in the Real
  Property Records of Travis County, Texas in Volume 13304 at Page 1813, as
  assigned by Original Lender to Lender pursuant to that certain Assignment of
  Deed of Trust and Security Agreement recorded in the Real Property Records of
  Travis County, Texas as Instrument Number 1999090733.

	
   
	
   

	
  3.
	
  Assignment of Leases and Rents dated September 28,
  1998 made by the Original Borrower for the benefit of the Original Lender
  (together will all addenda, modifications, amendments, riders, exhibits and
  supplements thereto, the “Assignment of Leases and Rents”), recorded
  in the Real Property Records of Travis County, Texas in Book 13304 at Page
  1886, as assigned by Original Lender to Lender pursuant to that certain
  Assignment of Assignment of Leases and Rents recorded in the Real Property
  Records of Travis County, Texas as Instrument Number 1999090732.

	
   
	
   

	
  4.
	
  Limited Indemnity Agreement dated September 28, 1998
  made by the Existing Indemnitor for the benefit of the Original Lender
  (together with all addenda, modifications, amendments, riders, exhibits and
  supplements thereto, the “Guaranty”).

	
   
	
   

	
  5.
	
  Environmental Indemnity Agreement dated September
  28, 1998 made by Original Borrower and Existing Indemnitor for the benefit of
  the Original Lender (together with all addenda, modifications, amendments,
  riders, exhibits and supplements thereto, the “Original Environmental
  Indemnity Agreement”).

	
   
	
   

	
  6.
	
  Subordination Agreement (Management Fees) dated as
  of September 28, 1998 by and among JPI Apartment Management, L.P., a Texas
  limited partnership, Borrower and Original Lender.

	
   
	
   

	
  7.
	
  Cash Management Agreement dated as of September 28,
  1998 by and among Borrower, Original Lender and Midland Loan Services, Inc.,
  as Agent.

	
   
	
   

	
  8.
	
  Credit Agreement dated as of September 28, 1998 in
  the amount of $58,800,000.00 between Borrower, Jefferson Village, L.P. and
  JPI Coral Springs, L.P., as the Borrowers, and the Original Lender.

	
   
	
   

	
  9.
	
  UCC-1 Financing Statement showing Borrower as the
  Debtor and Original Lender as Secured Party and recorded in the Real Property
  Records of Travis County, Texas in Book 13304, at Page 1899, as assigned to
  Lender by UCC-3 Assignment recorded in the Real Property Records of Travis
  County, Texas as Document No. 2001022763, as continued by that certain UCC-3
  Continuation Statement recorded in the Real Property Records of Travis
  County, Texas as Document No. 2003246925. 
  















	
  10.
	
  UCC-1 Financing Statement showing Borrower as the Debtor
  and Original Lender as Secured Party and recorded on November 4, 1998 in the
  Texas Secretary of State as Document No. 98220946, as assigned to Lender by
  UCC-3 Assignment filed December 27, 2000 as Document No. 00-894418, as
  continued by that certain UCC-3 Continuation Statement filed in the office of
  the Texas Secretary of State as Document No. 04-00443911.