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Exhibit 10.12
 
 MULTIFAMILY NOTE  MULTISTATE  FIXED TO FLOAT
(REVISION DATE 03-30-2006)
 US $120,000,000.00
    
    Effective Date: As of January 25, 2008
 Borrower DEUTSCHE BANK BERKSHIRE MORTGAGE, INC.
 1.
    
    Defined Terms.(a)
    
    As used in this Note:Adjustable Interest Rate means the variable annual interest rate calculated for
each Interest Adjustment Period so as to equal the Index Rate for such Interest
Adjustment Period (truncated at the fifth (5th) decimal place if
necessary) plus the Margin.Amortization Period means a period of 0 full consecutive calendar months.Base Recourse means a portion of the Indebtedness equal to zero percent (0%) of
the original principal balance of this Note.Business Day means any day other than a Saturday, a Sunday or any other day on
which Lender or the national banking associations are not open for business.Default Rate means (i) during the Fixed Rate Period, an annual interest rate equal
to four (4) percentage points above the Fixed Interest Rate; and (ii) during the
Extension Period, a variable annual interest rate equal to four (4) percentage
points above the Adjustable Interest Rate in effect from time to time. However, at
no time will the Default Rate exceed the Maximum Interest Rate.Extended Maturity Date means, if the Extension Period becomes effective pursuant
to this Note, the earlier of (i) February 1, 2016, and (ii) the date on which the
unpaid principal balance of this Note becomes due and payable by acceleration or
otherwise pursuant to the Loan Documents or the exercise by Lender of any right or
remedy thereunder.Extension Period means the twelve (12) consecutive calendar months period
commencing on the Scheduled Initial Maturity Date.Fixed Interest Rate means the annual interest rate of four and eighty-eight
hundredths percent (4.88%).
 
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Fixed Rate Period means the period beginning on the date of this Note and
continuing through January 31, 2015.Index Rate means, for any Interest Adjustment Period, the Reference Billâ
Index Rate for such Interest Adjustment Period.Initial Maturity Date means the earlier of (i) February 1, 2015 (the Scheduled
Initial Maturity Date), and (ii) the date on which the unpaid principal balance of
this Note becomes due and payable by acceleration or otherwise pursuant to the Loan
Documents or the exercise by Lender of any right or remedy thereunder.Installment Due Date means, for any monthly installment of interest only or
principal and interest, the date on which such monthly installment is due and
payable pursuant to Section 3 of this Note. The First Installment Due Date under
this Note is March 1, 2008.Interest Adjustment Period means each successive one calendar month period during
the Extension Period and until the entire Indebtedness is paid in full.Lender means the holder from time to time of this Note.LIBOR Index means the British Bankers Associations (BBA) one (1) month LIBOR Rate
for United States Dollar deposits, as displayed on the LIBOR Index Page used to
establish the LIBOR Index Rate.LIBOR Index Rate means, for any Interest Adjustment Period after the first
Interest Adjustment Period, the BBAs LIBOR Rate for the LIBOR Index released by the
BBA most recently preceding the first day of such Interest Adjustment Period, as
such LIBOR Rate is displayed on the LIBOR Index Page. The LIBOR Index Rate for the
first Interest Adjustment Period means the British Bankers Associations (BBA) LIBOR
Rate for the LIBOR Index released by the BBA most recently preceding the first day
of the month in which the first Interest Adjustment Period begins, as such LIBOR
Rate is displayed on the LIBOR Index Page. LIBOR Index Page is the Bloomberg
L.P., page BBAM, or such other page for the LIBOR Index as may replace page BBAM
on that service, or at the option of Lender (i) the applicable page for the LIBOR
Index on another service which electronically transmits or displays BBA LIBOR Rates,
or (ii) any publication of LIBOR rates available from the BBA. In the event the BBA
ceases to set or publish a LIBOR rate/interest settlement rate for the LIBOR Index,
Lender will designate an alternative index, and such alternative index shall
constitute the LIBOR Index Page.Loan means the loan evidenced by this Note.Margin means two and one-half (2.5) percentage points (250 basis points).Maturity Date means the Extended Maturity Date unless pursuant to Section 3(e) of
this Note the Extension Period does not or cannot become effective, in which case
the Maturity Date means the Initial Maturity Date.Maximum Interest Rate means the rate of interest that results in the maximum
amount of interest allowed by applicable law.
 
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Prepayment Premium Period means the period during which, if a prepayment of
principal occurs, a prepayment premium will be payable by Borrower to Lender. The
Prepayment Premium Period is the period from and including the date of this Note
until but not including the first day of the Window Period. For this Note, the
Prepayment Premium Period equals the Yield Maintenance Period.Reference Billsâ means the unsecured general obligations of the Federal Home
Loan Mortgage Corporation (Freddie Mac) designated by Freddie Mac as Reference
Billsâ Securities and having original durations to maturity most comparable
to the term of the Reference Bill Index, and issued by Freddie Mac at regularly
scheduled auctions. In the event Freddie Mac shall at any time cease to designate
any unsecured general obligations of Freddie Mac as Reference Bills Securities,
then at the option of Lender (i) Lender may select from time to time another
unsecured general obligation of Freddie Mac having original durations to maturity
most comparable to the term of the Reference Bill Index and issued by Freddie Mac at
regularly scheduled auctions, and the term Reference Bills as used in this Note
shall mean such other unsecured general obligations as selected by Lender; or (ii)
for any one or more Interest Adjustment Periods, Lender may use the applicable LIBOR
Index Rate as the Index Rate for such Interest Adjustment Period(s).Reference Bill Index means the one-month Reference Bills. One-month reference
bills have original durations to maturity of approximately 30 days.Reference Bill Index Rate means, for any Interest Adjustment Period after the
first Interest Adjustment Period, the Money Market Yield for the Reference Bills as
established by the Reference Bill auction conducted by Freddie Mac most recently
preceding the first day of such Interest Adjustment Period, as displayed on the
Reference Bill Index Page. The Reference Bill Index Rate for the first Interest
Adjustment Period means the Money Market Yield for the Reference Bills as
established by the Reference Bill auction conducted by Freddie Mac most recently
preceding the first day of the month in which the first Interest Adjustment Period
begins, as displayed on the Reference Bill Index Page. The Reference Bill Index
Page is the Freddie Mac Debt Securities Web Page (accessed via the Freddie Mac
internet site at www.freddiemac.com), or at the option of Lender, any publication of
Reference Bills auction results available from Freddie Mac. However, if Freddie Mac
has not conducted a Reference Bill auction within the 60-calendar day period prior
to the first day of an Interest Adjustment Period, the Reference Bill Index Rate for
such Interest Adjustment Period will be the LIBOR Index Rate for such Interest
Adjustment Period.Remaining Amortization Period means, at any point in time, the number of
consecutive calendar months equal to the number of months in the Amortization Period
minus the number of scheduled monthly installments of principal and interest
that have elapsed since the date of this Note.Security Instrument means the multifamily mortgage, deed to secure debt or deed of
trust effective as of the effective date of this Note, from Borrower to or for the
benefit of Lender and securing this Note.Treasury Security means the 4.125% U.S. Treasury Security due May 15, 2015.Window Period means the Extension Period.
 
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Yield Maintenance Period means the period from and including the date of this Note
until but not including the Scheduled Initial Maturity Date.
  2. Address for Payment.
 3. Payments.
      
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4. Application of Payments.
 5. Security.
 6. Acceleration.
 7. Late Charge.
   8. Default Rate.
  
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9. Limits on Personal Liability.
    (i)
    
    Borrower fails to pay to Lender upon demand after an Event of
Default all Rents to which Lender is entitled under Section 3(a) of the
Security Instrument and the amount of all security deposits collected by
Borrower from tenants then in residence. However, Borrower will not be
personally liable for any failure described in this subsection (i) if Borrower
is unable to pay to Lender all Rents and security deposits as required by the
Security Instrument because of a valid order issued in a bankruptcy,
receivership, or similar judicial proceeding.(ii)
    
    Borrower fails to apply all insurance proceeds and condemnation
proceeds as required by the Security Instrument. However, Borrower will not be
personally liable for any failure described in this subsection (ii) if Borrower
is unable to apply insurance or condemnation proceeds as required by the
Security Instrument because of a valid order issued in a bankruptcy,
receivership, or similar judicial proceeding.
 
 
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(iii)
    
    Borrower fails to comply with Section 14(g) or (h) of the
Security Instrument relating to the delivery of books and records, statements,
schedules and reports.(iv)
    
    Borrower fails to pay when due in accordance with the terms of
the Security Instrument the amount of any item below marked Deferred;
provided however, that if no item is marked Deferred, this Section 9(c)(iv)
shall be of no force or effect.
 [Deferred]
    
    Hazard Insurance premiums or other insurance premiums,[Deferred]
    
    Taxes,[Deferred]
    
    water and sewer charges (that could become a lien on the Mortgaged Property),[N/A]
    
    ground rents,[Deferred]
    
    assessments or other charges (that could become a lien on the Mortgaged Property)
          
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10. Voluntary and Involuntary Prepayments.
      (A)
    
    1.0% of the amount of principal being prepaid;
or(B)
    
    the product obtained by multiplying:
 (1)
    
    the amount of principal being
prepaid or accelerated,by
 
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(2)
    
    the excess (if any) of the
Monthly Note Rate over the Assumed Reinvestment Rate,by(3)
    
    the Present Value Factor.
  Monthly Note Rate:
 Prepayment Date:
 Assumed Reinvestment Rate: The Wall Street Journal The Wall Street Journal The
Wall Street Journal
 Present Value Factor:
 
 n
 ARR
 
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11. Costs and Expenses.
 12. Forbearance.
 13. Waivers.
 14. Loan Charges (Texas Only).
 
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i.e.
 15. Commercial Purpose.
 16. Counting of Days.
 17. Governing Law.
 18. Captions.
 19. Notices; Written Modifications.
   20. Consent to Jurisdiction and Venue.
 
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21. WAIVER OF TRIAL BY JURY. BORROWER AND LENDER EACH (A) AGREES NOT TO ELECT A TRIAL BY JURY
WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS NOTE OR THE RELATIONSHIP BETWEEN THE PARTIES AS
LENDER AND BORROWER THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY JURY
WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS
WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH
THE BENEFIT OF COMPETENT LEGAL COUNSEL.
 22. State-Specific Provisions.
 ATTACHED EXHIBIT.
 x
    
    Exhibit A
    
    Modifications to Multifamily Note
 IN WITNESS WHEREOF
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 
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POST ADDISON CIRCLE LIMITEDPARTNERSHIP, a Georgia limited partnershipBy:
    
    Post Addison Circle GP, LLC, a Georgia limitedliability company, its sole general partnerBy:
    
    Post Apartment Homes, L.P., a Georgialimited partnership, its sole memberBy:
    
    Post GP Holdings, Inc., a Georgiacorporation, its sole general partnerBy:
    
    /s/ Christopher J. Papa
    
    (SEAL)Name:
    
    Christopher J. PapaTitle:
    
    Executive VicePresident and ChiefFinancial OfficerBorrowers Social Security/Employer ID Number
 
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PAY TO THE ORDER OF FEDERAL HOME LOANMORTGAGE CORPORATION, WITHOUTRECOURSE.DEUTSCHE BANK BERKSHIREMORTGAGE, INC., d/b/a DB BerkshireMortgage, Inc., a Delaware corporationBy:
    
    /s/ Denis G. Leger
    
    (SEAL)Name:
    
    Denis G. LegerTitle:
    
    OfficerBy:
    
    /s/ Steven B. Wendel
    
    (SEAL)Name:
    
    Steven B. WendelTitle:
    
    Officer
  
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EXHIBIT A
   1.
    
    Section 9(c) is amended by the addition of the following new Section 9(c)(v):
 Equal Rights Center vs. Post Properties, Inc., Post
GP Holdings, Inc. and Post Apartment Homes, L.P. No. 1:06CV1991 (D.DC)
 2.
    
    Section 7(a) of the Note shall be amended as follows:
  3.
    
    Section 1 is revised to insert the words as identified on the Freddie Mac Debt Securities Web
Page (accessed via the Freddie Mac internet site at www.freddiemac.com) after the words Money
Market Yield in the definition of Reference Bill Index Rate.4.
    
    Section 3(i) is revised to insert the word solely after the words due date.5.
    
    Section 3(e) is revised to delete the words or event or circumstance which, with the giving of
notice or passage of time or both, could constitute an Event of Default.6.
    
    Section 13 is revised to insert the following at the beginning of the Section:
 
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Except as otherwise expressly provided in the Loan Documents with respect to notices of
defaults and cure periods where applicable,7.
    
    Section 9(a) is amended by (i) deleting from the first line the phrase Borrower shall have
no and inserting in its place the following:neither Borrower, Borrowers partners or members nor any of the foregoing parties
shareholders, officers, directors, principals, agents or employees, other than under any
guaranty or other agreement(s) with Lender to which any such party is bound, shall have anyand (ii) inserting in the last sentence thereof the following phrase immediately after
Borrowers and immediately prior to liability:and such other aforementioned parties.8.
    
    Section 9(c)(i) is amended (i) by deleting from the end of the first sentence the phrase
then in residence and inserting in its place the phrase under Leases which remain
refundable to such tenants as of the date of Lenders demand, (ii) by inserting in the second
sentence after security deposits the phrase under Leases, (iii) by deleting from the
second sentence the words a valid and inserting in their place the word an, and (iv) by
inserting the following at the end of the second sentence, immediately after proceeding and
before the period (.):or if Borrower is prevented from collecting the Rents by Lenders revocation of Borrowers
license to collect the Rents9.
    
    Section 9(c)(iv) is amended by inserting in the first sentence thereof the following phrase
immediately after the word Deferred and immediately prior to the semi-colon (;):at any time while Lender is not collecting Imposition Deposits for such amounts.
 
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